Customer Terms
and Conditions

Protrade Logistics Corp. is a duly licensed Freight Broker with operating authority MC-1218552

Shipper’s insertion of Protrade Logistics’ name as the carrier on any bill of lading or shipping document shall be for Shipper’s convenience only and shall not change Protrade Logistics' role as a property broker or the carrier’s role as a motor carrier.

Pursuant to the terms of this agreement and in consideration of fees charged, the undersigned "Customer" retains Protrade Logistics Corp. ("Protrade") as its agent to arrange transportation services and provide logistics assistance. These services include but are not limited to: preparing and/or processing 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 for cargo insurance, handling freight or monies advanced by shippers, or remitting or advancing freight or monies or credit in connection with the dispatching of shipments; and assisting with letters of credit, licenses, or inspections, or other documents or issues relating to the dispatch of cargo. Customer warrants that it is either the owner of the goods being shipped or represents the owner of the goods in all respects and is authorized to enter into this agreement on behalf of the owner of the goods.

Customer understands that Protrade is not a carrier, but that Protrade will use its best efforts to select and engage responsible carriers, warehousemen, and other transportation intermediaries on behalf of Customer. Customer understands that the terms and conditions of the storage receipts of warehousemen and contracts of carriage of air, land and/or ocean carriers that Protrade retains will apply to Customer as if Customer had entered into those contracts itself. In certain circumstances, Protrade may provide warehouse services, ocean carriage in its capacity as a Non-Vessel Operating Common Carrier, air carriage in its capacity as an Indirect Air Carrier, and provide for the pickup, consolidation, line haul,  and distribution of less-than-truckload shipments as a Licensed freight broker. In such instances, the terms of Protrade's bill of lading or warehouse receipt will apply as if it had been issued to Customer. Customer is directed to copies of these documents posted on Protrade's website.

Customer shall comply with all applicable laws and government regulations of any country to, from, through, or over which its goods may be carried. including those relating to the packing, carriage, or delivery of the goods, and shall furnish such information to Protrade as may be necessary to comply with such laws and regulations. Shipments covered by these terms and conditions are prohibited if diverted contrary to U.S. or other laws. Customer warrants that the goods are properly marked, addressed, and packaged to withstand any contemplated method of transport. Customer, or such person or entity that originates and tenders Customer's goods for handling or transport, hereby consents to an inspection of the cargo.

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1A) LIMITATION OF LIABILITY FOR LOSS, DAMAGE, OR DELAY

Protrade will not be liable for any loss, damage, or delay to goods caused by a carrier or warehouse. Protrade may provide a preliminary notice of claim on Customer's behalf for loss, damage, or delay against a carrier or warehouse on behalf of Customer, but recovery on such claims will be limited by the terms of the underlying contracts of carriage or storage. For domestic air transportation, truck transportation, and warehousing. liability for damage is limited to $0.50 per pound or $40 per article, or as stated by the contract of carriage or storage, whichever is less. For international air transportation, damage is limited to 19 Special Drawing Rights per kilogram or as is provided for in applicable international conventions. For carriage by water. damage is limited to $500 per package or customary freight unit.

Protrade will not be liable for any loss, damage, or delay to goods caused by acts of God, public authorities, strikes, labor disputes, weather, mechanical failures, civil commotion, acts of terrorism, hazards incident to a state of war, acts or omissions of customs, or defects in the goods being shipped. Protrade will not be liable for any punitive or exemplary damages nor any special, incidental, or consequential damages including lost income, profits, interest, or loss of market, whether or not Protrade may have had knowledge that such damages might be incurred.

UNLESS OTHERWISE SPECIFIED, IT SHALL BE PRESUMED THAT THE VALUE OF CUSTOMER'S GOODS DOES NOT EXCEED $0.50 PER POUND OR $40 PER ARTICLE, WHICHEVER IS LESS, AND CUSTOMER AGREES THAT PROTRADE'S LIABILITY FOR ANY LOSS, DAMAGE, OR DELAY TO THE GOODS RESULTING FROM PROTRADE'S

NEGLIGENCE OR OTHER’S FAULT, IF ANY, WILL BE LIMITED BY THIS PRESUMPTION. CUSTOMER HAS THE OPTION OF PAYING ADDITIONAL FEES TO PROCURE INSURANCE COVERAGE FOR PHYSICAL LOSS OR DAMAGE IN EXCESS OF THESE LIMITS BY INITIALING THE IDO' 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 PURCHASE FREIGHT INSURANCE OR TO INSTRUCT Protrade TO PURCHASE FREIGHT INSURANCE ON ITS BEHALF IF THE AFORESAID LIMITATIONS POSE UNACCEPTABLE RISKS TO THE CUSTOMER.

PROTRADE LOGISTICS WILL ONLY HONOR INSURANCE CLAIMS WHEN FEES ARE CHARGED ON AN INVOICE AND PAID TO PROTRADE LOGISTICS FOR INSURANCE COVERAGE ON THE SHIPMENT IN WHICH THE CLAIM OCCURRED.

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1B) SERVICE FEES DO NOT INCLUDE CARGO INSURANCE UNLESS REQUESTED (INSURANCE FEES PAID) AND INITIALED BELOW: DECLARATION OF VALUE FOR INSURANCE PURPOSE

This insurance will be procured by Protrade when requested by Customer and initialed below. In that event, Protrade's fees will include fees for the insurance covering physical loss or damage with a deductible of 5% of shipment value but not less than $750 or more than $ 2,500. Note that the $2.500 deductible will not apply for shipments valued above $100,000 in which case Protrade reserves the right to increase deductible and will advise Customer. Customer understands that Protrade may decline Customer's request to procure insurance. Customer agrees, where Protrade accepts Customer's request to procure insurance, to pay the fees in order to procure insurance in excess of Protrade'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 shall result in no coverage. Customer shall inform Protrade in writing of the actual replacement value of each shipment it wishes to insure prior to the date of shipment; failure of Customer to so advise Protrade shall result in no insurance coverage. FAILURE TO INITIAL BELOW WILL RESULT IN NO INSURANCE BEING PROCURED BY PROTRADE FOR CUSTOMER.

1C) CUSTOMER WARRANTIES; INSPECTION OF SHIPMENTS

Customer warrants that it shall not tender to Protrade any shipment containing explosives, destructive devices, or hazardous material for transport, handling, or storage. Customer warrants that it shall consider Protrade's Customer Supply Chain Security Recommendations as posted on Protrade's website. Customer agrees that Protrade is allowed to inspect, through physical or any other means, any shipment tendered to Protrade for transport, handling, or storage, including shipments in sealed packaging. Protrade has the right to reject and return to Customer at Customer's expense, any shipment tendered to it in violation of

nor bring suit against Protrade or any person or entity acting on behalf of Protrade arising from any loss, damage, or delay caused by an inspection. Customer shall hold Protrade harmless from and shall defend and indemnify Protrade against any loss, damage, claim, or suit arising from any breach of the Customer's warranties as set forth herein.

1D) PROMPT NOTICE OF LOSS, DAMAGE, OR DELAY REQUIRED

Customer agrees to inspect its shipment upon delivery and give prompt notice of any loss or damage within 5 days of delivery for air or ground shipments and within 3 days of delivery for ocean shipments. Any oral notice of claim must be followed by written notice of claim. Customer agrees that Protrade will not be held responsible for any loss or damage if written notice of damage is not provided to Protrade within 10 days of delivery or in the event of loss within 15 days of when the goods should have been delivered. Customer agrees to monitor its shipment and to immediately give notice in writing to Protrade of any delay. Any notice of delay must be made in writing no later than 5 days after the Customer's anticipated date of delivery. Customer agrees that notification of delay does not invalidate Protrade's limitation of liability set forth in paragraph 1A above.

1E) PAYMENT OF INVOICES REQUIRED BEFORE CONSIDERATION OF CLAIMS

Customer agrees that Protrade has no obligation to consider claims or to assist Customer in the filing of such claims against carriers or warehousemen on behalf of Customer if Customer has not paid Protrade's fees for insurance coverage and Protrade's invoices in full for the shipments in which claim arose.

1F) PROTRADE GIVEN A LIEN ON INSURANCE PROCEEDS

Customer agrees that Protrade shall have a lien in the amount of any unpaid invoices on any insurance proceeds issuing as a result of loss, damage, or delay to Customer's goods.

1G) CLAIMS EXPIRE AFTER ONE YEAR

Customer agrees that any suit brought against Protrade must be commenced within one year from the date of this agreement or after completion of the services performed, whichever is later. In the event of delay or non-delivery, the scheduled delivery date shall be deemed as the day on which services were completed for purposes of computing the one-year time limit.

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Part 2 - Payment Terms and Credit Agreement

2A) PAYMENT GUARANTEED BY CUSTOMER

Customer guarantees payment for all services rendered and carriage arranged by Protrade on Customer's behalf prior to or by the invoice date. 

2B) CUSTOMER BEARS RISK OF FOREIGN EXCHANGE FLUCTUATIONS

Estimates of fees for Protrade's services may have been provided using exchange rates then in effect. Actual charges will reflect the currency exchange rate at the time the invoice is issued.

2C) CUSTOMER CREDIT EVALUATION

Customer agrees to be subject to a credit evaluation by Protrade or a designated third party. Protrade reserves the right to review Customer's credit report and payment history to determine or revise applicable payment terms. Payment Terms will be based on Customer’s credit standing. If Customer is approved by Protrade’s third-party factoring company or demonstrates a strong credit or payment history will receive Net 30 payment terms. If Customer is not approved by Protrade’s factoring company or has a poor credit or payment history, Customer will be required to: (a) place a valid credit card on file, and (b) adhere to Net 10 payment terms. Protrade reserves the right to update Customer’s payment terms at any time based on ongoing credit evaluations and payment performance.

2D) LATE PAYMENTS AND LATE PAYMENT CREDIT TERMS

Customer agrees to pay Protrade in full prior to or by the invoice date. Any invoice past its due date will incur a 5% late fee. Continued late payments may result in a change to prepayment terms for future orders or change in Net payment terms. If a credit card is provided to Protrade, Protrade is authorized to bill to such credit card any unpaid charges for services provided to Customer, effective 10 days after the invoice due date. If Customer provides a credit card for payment and the credit card transaction is declined, Customer hereby authorizes Protrade to process the outstanding balance in multiple smaller increments that total the amount of the outstanding payment obligation.

2E) PROTRADE ENTITLED TO ATTORNEY'S FEES INCURRED IN COLLECTION

Customer agrees to pay Protrade's reasonable attorney's fees, costs, and other expenses incurred in the event Protrade determines that consultation with or retention of an attorney is necessary for collection. If third party is involved, customer is responsible for third party’s fees. 

2F) PROTRADE GIVEN A LIEN ON GOODS FOR UNPAID CHARGES

Customer and consignee, holder, or assignee on any bill of lading shall be jointly and severally liable for all unpaid fees for services provided under this Agreement. When Protrade is instructed to collect charges from any person or entity other than Customer, Customer shall remain liable for the charges and interest if Protrade is not paid. PROTRADE SHALL HAVE A LIEN ON ANY GOODS SHIPPED UNDER THIS AGREEMENT FOR FAILURE TO PAY FEES ON CURRENT AND PRIOR SHIPMENTS, REGARDLESS OF CREDIT ARRANGEMENTS, OWED BY THE CUSTOMER. CONSIGNEE, HOLDER, OR ASSIGNEE ON ANY BILL OF LADING CUSTOMER AGREES THAT Protrade'S LIEN CONTINUES IN EFFECT AFTER THE GOODS ARE DELIVERED AND UNTIL ALL CHARGES ARE PAID. Customer agrees to sign any notice of a security interest whether in the form of a UCC-1 or other form requested by Protrade. Customer appoints Protrade as its attorney-in-fact to sign any such notice on Customer's behalf in the event Customer fails to sign it immediately upon Protrade's request.

2G) CONSENT TO RECEIVE CREDIT INFORMATION

Customer authorizes Protrade to obtain credit reports on Customer and any representatives listed in Customer's Customer Agreement for Services and Credit. and obtain credit and funding information from Customer's bank or other references. It is understood that any such credit information will be held in strict confidence and used only for Protrade's business purposes. Customer further agrees to supply such additional information as may be required by Protrade to warrant future extensions of credit or to enable Protrade to perfect Liens or to recover upon any bond issued.

2H) 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 all other assessments on Customer's goods, regardless of the role(s) undertaken by Protrade on behalf of Customer and as may be required by applicable laws or as imposed by any governmental authorities. In the event a governmental authority imposes a tax, customs duty, or other assessment against Protrade regarding Customer's goods, Customer shall promptly acknowledge and pay Customer's obligation hereunder to the governmental authority and shall defend, hold harmless and indemnify Protrade against such action and assessment

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Part 3 - Special Power of Attorney

In addition to the U.S. Customs Import Power of Attorney. Customer specifically grants the following export power of attorney: POWER OF ATTORNEY GRANTED BY CUSTOMER AS U.S. PRINCIPAL PARTY IN INTEREST TO AUTHORIZED AGENT FOR EXPORT SHIPMENTS - 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 Protrade Logistics Corp at 3012 N Central Avenue Chicago, IL 60634  to act for and on its behalf as a true and lawful agent and attorney of the U.S. Principal Party in Interest (USPPI) for, and in the name, place, and stead of the USPPI, from this date, in the U.S. either in writing, electronically, or by other authorized means to: act as authorized agent for export control, U.S. Census Bureau reporting, and U.S. Customs and Border Protection purposes: prepare and transmit any Electronic Export Information (EEI) or other documents or records required to be filed by the U.S. Census Bureau, U.S. Customs and Border Protection, U.S. Department Commerce-Bureau of Industry and Security, or any other U.S. Government agency perform any other act that may be required by law or regulation in connection with the exportation or transportation of any goods shipped or consigned by or to the USPPI and receive or ship any goods on behalf of the USPPI. The USPPI hereby certifies that all statements and information contained in the documentation provided to the authorized agent and relating to exportation is and will be true and correct. The USPPI understands that civil and criminal penalties may be imposed for making false or fraudulent statements or for the violation of any U.S. laws or regulations on exportation Customer shall hold Protrade harmless from and shall defend and indemnify Protrade against any action or assessment by a governmental authority arising from any breach by Customer of Customer's export compliance obligations. This power of attorney is to remain in full force and effect until revocation in writing is duly given by the USPPI and received by the authorized agent.

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Part 4 - Term of Agreement And Termination; Legal Jurisdiction

4A) TERM OF AGREEMENT AND TERMINATION

This Agreement shall be effective upon execution by both parties. Part 1, Part 2, and Part 4 shall survive termination of this Agreement for any reason. This Agreement shall remain in effect until canceled by either party upon thirty days' written notice to the other party. If Customer terminates this Agreement. Customer agrees to pay Protrade's fees for all services and expenses incurred up to the point of termination for forthwith upon issuance of Protrade's invoice. Protrade has the right to immediately terminate this Agreement upon breach of the agreement by Customer for failure to pay Protrade's fees.

The parties agree that a scanned, electronic, or faxed signature will be as equally binding as an original signature on these Terms and Conditions of Service and any other Protrade documents.

Customer understands that the terms and conditions under which Protrade's services are provided are subject to change. Customer is advised to take note of the most current terms and conditions which are posted on Protrade's web site and which are also available to Customer upon request. Customer agrees that the posted terms and conditions on Protrade's website on the date of a shipment will apply to that shipment and govern the parties' obligations.

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4B) APPLICABLE LAW AND FORUM SELECTION

To the extent not governed by applicable federal statutes, the laws of the state of Illinois shall govern the validity, construction, and performance of this Agreement and all controversies and claims arising hereunder. Customer agrees that the forum for any litigation arising out of the performance of this Agreement, whether initiated by the Customer or Protrade, shall be Chicago, Illinois.

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4C) EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER

Protrade provides equal employment opportunity to applicants and employees, without regard to race, color, religion, sex, national origin, disability, or veteran status, and takes affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race. color, religion, sex, nation origin, disability, or veteran status: as a federal contractor, Protrade complies with applicable provisions requiring equal employment opportunity as required by law. For additional information, please access the federal Equal Employment Opportunity Clause at Protrade's website.

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PART 5 - ACKNOWLEDGEMENT AND WARRANTY OF AUTHORITY

WARRANTY OF AUTHORITY AND CERTIFICATION

The person signing this Agreement on behalf of the Customer represents and warrants that s/he has the authority to sign this agreement on behalf of Customer, including appointment of Protrade as Customer's attorney in fact, and to guarantee Protrade full and prompt payment. The person signing below further certifies that the information given in the Customer Agreement for Services and Credit is true, correct, and complete, and further understands that Protrade will rely on this information for credit purposes.

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