A.) Rates and charges in this Rate Proposal will ...

A.) Rates and charges in this Rate Proposal will exclusively pertain to the "Origin" and "Destination" cities named in this Rate Proposal. In addition, ocean shipment rates set forth in this Rate Proposal cannot be used for or combined with any other services quotations.

B.) FedEx Ground (FXG), FedEx Express (FXE) and/or FedEx Freight (FXF) must be used for final delivery. The terms and conditions, of the FedEx company handling the final delivery including without limitation all applicable accessorial charges in effect at time of shipment, will apply while the cargo, shipment or package is in the custody of that FedEx company for the final delivery.

C.) All rates and charges are in U.S. Dollars, unless otherwise noted. D.) Rates do not include customs duties, tax and fees assessed or collected by any Customs agency or other

governmental entities. E.) FedEx Trade Networks reserves the right to amend rates if the actual shipment profile differs from that in the

agreed upon assumptions in the Rate Proposal. F.) Rates do not include any origin export fees, origin consolidation fees, duties, AMS filing fee or Amendment fee. G.) The Rate Proposal expires 45 days from the date the Proposal Issued dated on the cover of the Rate

Proposal unless Customer signs the Proposal Acceptance and delivers the signed Rate Proposal to FedEx Trade Networks within such 45-day period. H.) Prior to cargo booking, Customer is required to complete all documentation required by FedEx Trade Networks including without limitation: Service Repayment Agreement, Credit Application, and Customs Power of Attorney and/or General Agency Agreement. I.) All transit times included in the Rate Proposal are estimates only, are not guaranteed, and do not qualify for any Money Back Guarantee (MBG). J.) When labeling services are performed upon arrival of the cargo in the U.S., if the labeling services cannot be completed and the cargo tendered to FXF or FXG within 48 hours of arrival of the cargo at the facility, FedEx Trade Networks may charge customer storage charges as set forth in the Rate Proposal. Re-occurring monthly storage at same rate will apply to all goods in storage on the first day of the next and succeeding calendar months. K.) When FedEx Trade Networks provides labeling services, rates are based upon full pallet or full carton in/out unless otherwise noted. L.) If FedEx provides hardware/software for labeling at origin factory, additional charges will apply. M.) An additional charge will apply for printing/affixing UCC 128 labels. Customer must provide file format or additional fees will apply. This does not include creating/sending ASNs. N.) If FedEx Trade Networks affixes packing lists, an additional fee as set forth in the Rate Proposal will apply. Sorted packing lists must be provided to the labeling site at least 48 hours prior to freight arrival. Packing lists need to be sorted in the same order as tracking label(s) or address file(s). O.) A per pallet fee will be assessed for palletizing/stretch-wrap in accordance with the rates set forth in the Rate Proposal. P.) EDI services will be quoted upon receipt of specifications. Q.) Any Pier Pass Traffic Mitigation or payment processing fees are in additional to the rates, fees and charges in the Rate Proposal. R.) Customer must provide a properly formatted address file for label generation no later than 48 hours prior to cargo arrival. If a properly formatted file is not provided, an additional charge will apply for either re-formatting or manually processing small packages as set forth in the Rate Proposal. S.) FedEx Trade Networks will provide respective tracking/pro numbers for individual shipments. Additional charges will apply for proof of delivery (POD). T.) Customer agrees to pay the total amount shown on the invoice upon the Customer's receipt of the invoice. Unpaid balances will be deemed delinquent after 14 days and will be subject to an annual finance charge equal to the maximum rate allowed under applicable law. U.) Customer represents and warrants that any information furnished in connection with Customer's request for services and the Rate Proposal is true and correct.

V.) FedEx Trade Networks 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 an act of a Third Party shall be brought solely against such party and/or its agents. FedEx Trade Networks shall reasonably cooperate with the customer. In any event, FedEx Trade Networks will not assume responsibility for any charge backs, penalties or fees assessed due to non-compliance with routing instructions, delivery dates and/or any special instructions unless agreed to in writing.

W.) Customer Information Invoicing and Payment. Customer acknowledges and agrees that FedEx Trade Networks may share billing and transportation information, including without limitation information generally considered confidential under 19 CFR 111.24, with other FedEx companies including FedEx Ground Package System, Inc., FedEx Freight System, Inc., Federal Express Corporation, FedEx Corporate Services, Inc., FedEx Customer Information Services, Inc. ("FCIS"), and FedEx Supply Chain Services, Inc. ("FXSCS"), and their respective subsidiaries and affiliates, and that those FedEx operating companies may share Customer's billing and transportation information with FedEx Trade Networks. Customer acknowledges and agrees that FedEx Trade Networks may use the services of other FedEx companies, including without limitation FXSCS or FCIS, acting as FedEx Trade Networks' agent, for invoicing and collection, and that in providing any such invoicing and collection services, neither FXSCS nor FCIS are providing transportation services to Customer. Customer agrees to accept invoices presented to Customer by any such agent acting on behalf of FedEx Trade Networks and remit payment in accordance with the remittance instructions on the invoice.

X.) Electronic Data Interface; Data Sharing; Labeling Services; Third Party Vendors. Customer acknowledges and agrees that certain IDD - Ocean Solutions features of service, including without limitation, origin and destination labeling, track and trace, and purchase order management, will require Customer and FedEx Trade Networks to engage in the transmission of information by way of electronic data interface exchanges and transmission of data and information electronically, by facsimile or other means ("Information Sharing") among FedEx Trade Networks FedEx Ground Package System, Inc., FedEx Freight System, Inc., Federal Express Corporation, FedEx Corporate Services, Inc., FedEx Customer Information Services, Inc., and FedEx Supply Chain Services, Inc., their respective subsidiaries and affiliates (collectively, "FedEx Entities"), and their respective service providers and vendors; third party labeling vendors ("Labeling Vendors"); Customer, Customer's owned or third party manufacturers, vendors and warehouses, and consignees of Customer's goods; (all of the foregoing collectively referred to as "Information Participants" and individually as an "Information Participant"). Customer consents to such Information Sharing and agrees to abide by all applicable protocols, requirements and standards required by an Information Participant providing services to or on behalf of Customer to enable or to support such Information Sharing. Customer acknowledges and agrees that Information Sharing is subject to the following provisions:

(i) Customer consents to the collection, use or disclosure by an Information Participant or its designee of limited personal information about Customer including, without limitation, Customer's user configurations and computer system settings and specifications such as operating system type and version and other general system information for the purposes of configuring and engaging in the Information Sharing.

(ii) Customer acknowledges that it is responsible for the purchase of any equipment, hardware, software and supplies necessary for Customer, Customer's owned or third party manufacturers, vendors and warehouses, and consignees of Customer's goods to engage in Information Sharing or to create any barcodes or labels necessary for Customer to use certain IDD - Ocean Solutions features of services selected by Customer.

(iii) Customer acknowledges that certain IDD - Ocean Solutions features of service selected by Customer may require Customer, Customer's owned or third party manufacturers, vendors and warehouses, and consignees of Customer's goods to modify its internal computer systems from time to time, and Customer agrees to make or cause Customer's owned or third party manufacturers, vendors and warehouses, and consignees of Customer's goods to make such modifications at its expense pursuant to the instructions provided to Customer from time to time by the FedEx Entities or Labeling Vendors.

(iv) The FedEx Entities or Labeling Vendors may provide Customer with periodic changes, modifications, updates, or enhancements required for certain IDD - Ocean Solutions features of service selected by Customer and

Customer will implement such changes, modifications, updates or enhancements, in accordance with instructions and specifications provided by the FedEx Entities or Labeling Vendors, as applicable. (v) Customer is solely responsible for compliance by Customer, Customer's owned or third party manufacturers, vendors and warehouses, and consignees of Customer's goods with any Labeling Vendor's requirements, terms and conditions and Customer will look solely to such Labeling Vendor for all remedies attributable to claims arising out of the Labeling Vendor's services or any Information Sharing between Customer and the Labeling Vendor. Customer agrees to remit payment for all labeling services as provided in this Rate Proposal or in any Rate Proposal, contract or agreement with any other of the FedEx Entities. If Customer, Customer's owned or third party manufacturers, vendors and warehouses, or consignees of Customer's goods provide any FedEx Entities or Labeling Vendor with incorrect routing, labeling, service designation, or incomplete or inaccurate data or information resulting in the generation of an inaccurate label, a delay in handling or shipment of Customer's Shipment(s), loss of or disruption in customer's shipment(s), the FedEx Entities will have no liability for any resulting shipping or delivery delays and Customer will be responsible for any charges for relabeling services, handling or delivery charges. (vi) FedEx Trade Networks makes no representation or warranty regarding (a) any Labeling Vendor's products or services, (b) any Information Sharing by any person or entity other than FedEx Trade Networks (c) any information in any Information Sharing created or generated by any person or entity other than FedEx Trade Networks, or (d) any information included in any Information Sharing not originally created or generated by FedEx Trade Networks. (vii) FEDEX TRADE NETWORKS, FOR ITSELF AND BEHALF OF ITS VENDORS AND SUPPLIERS, EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUIET ENJOYMENT. FEDEX TRADE NETWORKS DOES NOT WARRANT THAT THE INFORMATION SHARING OR ANY LABELING VENDOR'S PRODUCTS OR SERVICES, IF ANY WILL MEET ALL OR ANY OF CUSTOMER'S REQUIREMENTS OR THAT CUSTOMER'S OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT IN ANY INFORMATION SHARING WILL BE CORRECTED. FURTHERMORE, FEDEX TRADE NETWORKS DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE RESULTS OF CUSTOMER'S OR ANY OF CUSTOMER'S OWNED OR THIRD PARTY MANUFACTURER'S VENDOR'S OR WAREHOUSE'S OR ANY CONSIGNEE'S OF CUSTOMER'S GOODS USE OF ANY LABELING VENDOR'S PRODUCTS OR SERVICES, IF ANY, IN TERMS OF CAPABILITY, CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION REPRESENTATION OR ADVICE GIVEN BY FEDEX TRADE NETWORKS OR AN AUTHORIZED REPRESENTATIVE OF FEDEX TRADE NETWORKS SHALL CHANGE THIS WARRANTY OR CREATE AN ADDITIONAL WARRANTY. (viii) UNDER NO CIRCUMSTANCE, INCLUDING BUT NOT LIMITED TO NEGLIGENCE SHALL FEDEX TRADE NETWORKS, ANY OTHER FEDEX ENTITIES, OR THEIR RESPECTIVE SERVICE PROVIDERS AND VENDORS, OR LABELING VENDORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES IN TORT, CONTRACT, PRODUCT LIABILITY OR UNDER ANY OTHER THEORY OF LAW RELATED TO, ARISING OUT OF, OR RESULTING FROM THE INFORMATION SHARING; OR THE USE OF ANY LABELING VENDOR'S PRODUCTS OR SERVICES, BY CUSTOMER, ANY OF CUSTOMER'S OWNED OR THIRD PARTY MANUFACTURERS, VENDORS OR WAREHOUSES, OR ANY CONSIGNEE OF CUSTOMER'S GOODS; OR THE LABELS GENERATED BY ANY OF THE FEDEX ENTITIES, ITS OR THEIR RESPECTIVE SERVICE PROVIDERS AND VENDORS, OR ANY LABELING VENDOR; OR FOR ANY OTHER MATTER WHICH MAY ARISE UNDER THIS SECTION X OF THESE TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, DAMAGES, RESULTING FROM LOSS OF USE, PROFITS, DATA, OR BUSINESS, AND DAMAGE TO CUSTOMER'S INTERNAL COMPUTER SYSTEMS, EVEN IF FEDEX TRADE NETWORKS, OR ANY OF THE OTHER FEDEX ENTITIES, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(ix) CUSTOMER ASSUMES ALL RISK OF SENDING AND RECEIVING DATA AND INFORMATION TO AND FROM INFORMATION PARTICIPANTS AND CUSTOMER AGREES, AT CUSTOMER'S SOLE COST AND EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE FEDEX ENTITIES, THEIR PARENT CORPORATIONS, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM ALL CLAIMS, DEMANDS, SUITS, DAMAGES, COSTS, EXPENSES, SUITS, FINES AND JUDGMENTS, INCLUDING EXPENSES AND REASONABLE ATTORNEYS FEES, (COLLECTIVELY "CLAIMS") RELATED TO, ARISING OUT OF, OR RESULTING FROM (I) PARTICIPATION BY CUSTOMER OR CUSTOMER'S OWNED OR THIRD PARTY MANUFACTURERS, VENDORS AND WAREHOUSES, OR CONSIGNEES OF CUSTOMER'S GOODS IN ANY INFORMATION SHARING; (II) THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF CUSTOMER, OR CUSTOMER'S OWNED OR THIRD PARTY MANUFACTURERS, VENDORS AND WAREHOUSES, OR CONSIGNEES OF CUSTOMER'S GOODS AND THEIR RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES; (III) CUSTOMER'S BREACH OF THIS SECTION X OF THESE TERMS AND CONDITIONS, OR IN ANY MANNER FROM CUSTOMER'S USE OF OR INABILITY TO USE THE SERVICES OR PRODUCTS PROVIDED BY ANY LABELING VENDOR.

Y.) These Terms and Conditions shall be governed by and construed in accordance with the laws of the United States and the State of Tennessee excluding its conflict of law provisions. If, for any reason a court of competent jurisdiction finds any provisions of these Terms and Conditions, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of these Terms and Conditions shall remain in full force and effect. No third party beneficiary is intended or shall be created with respect to these Terms and Conditions.

Customer Acceptance

By signing below Customer acknowledges that Customer has reviewed, understands, and accepts this Process Overview and Rate Proposal including without limitation the foregoing Terms and Conditions of Service.

Customer

Customer Name

Signature

Name (Printed)

By:

Title

Its:

Date

ADDENDUM

Dated: ______________, 2011

Acknowledged, Accepted and Agreed by: (Customer Name)

By:_________________________

Its:_________________________

With respect to any of Customer's FedEx International DirectDistribution (IDD) - Ocean Solutions Shipments, this Addendum modifies, as applicable, either (i) Customer's existing contracts with FedEx Ground Package System, Inc., Federal Express Corporation, and FedEx Freight System, Inc., and their respective subsidiaries and affiliates ("FedEx IDD Participant(s)"), entered into directly with a FedEx IDD Participant or through FedEx Corporate Services, Inc., on behalf of one or more of such FedEx IDD Participant; or (ii) any tariff, rules tariff, or service guide applicable to Customer's Shipments.

I. Limitation of Liability for IDD Shipments Lost or Damaged at FXG, FXE or FXF Facilities. Where a FedEx IDD Participant is deemed to have accepted a Customer's FedEx International DirectDistribution (IDD) Shipment prior to entry of the Shipment into the FedEx IDD Participant's scanning records, the FedEx IDD Participant's liability with respect to any loss or damage to the Shipment shall be limited as provided in that FedEx IDD Participant's tariff, rules tariff, service guide or contract with the Customer, as applicable, in effect on the date that the FedEx IDD Participant is deemed to have accepted the Shipment.

II. Customer Information; Invoicing and Payment. Customer acknowledges and agrees that FedEx companies including without limitation FedEx Ground Package System, Inc. ("FXG"), FedEx Freight System, Inc. ("FXF"), Federal Express Corporation ("FEC"), FedEx Corporate Services, Inc. ("FXCS"), FedEx Customer Information Services, Inc. ("FCIS"), and FedEx Supply Chain Services, Inc. ("FXSCS"), and their respective subsidiaries and affiliates may share Customer's billing and transportation information with one another and with FedEx Trade Networks Transport & Brokerage, Inc., and its subsidiaries and affiliates ("FTN T&B"). Customer acknowledges and agrees that FXG, FXE and FXF may use the services of other FedEx companies, including without limitation FTN T&B, FXSCS or FCIS, acting as FXG, FXE or FXF's agent or service provider, as applicable, for invoicing and collection, and that in providing any such invoicing and collection services, neither FXSCS nor FCIS are providing transportation services to Customer. Customer agrees to accept invoices presented to Customer by any such agent acting on behalf of FXG, FXE or FXF and remit payment in accordance with the remittance instructions on the invoice.

III. Electronic Data Interface; Data Sharing; Labeling Services; Third Party Vendors. A. Customer acknowledges and agrees that certain FedEx International DirectDistribution (IDD) features of service, including without limitation, origin and destination labeling, track and trace, and purchase order management, will require Customer to consent and agree to the transmission of information by way of electronic data interface exchanges and transmission of data and information electronically, by facsimile or other means ("Information Sharing") among Customer, FTN T&B, FedEx Ground Package System, Inc., FedEx Freight System, Inc., Federal Express

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