B & H Customs Service Inc. (“B&H”)

TERMS AND CONDITIONS OF SERVICE

(Larger type version on our website www.bhchb.com or upon request)

The following are the terms and conditions of Customs Brokerage services under which B&H ("B & H") and the "Customer" agree to be bound in a legally enforceable contract.

1. Definitions. (a) "B&H" shall include in its meaning B&H Customs Service Inc., its subsidiaries, successors or assigns, related companies, agents and/or representatives. (b) "Customer" shall mean the entity on whose behalf B & H renders Customs Brokerage  services, as well Customer’s 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 to all such persons notice and copy(s) of these terms and conditions of service; (c)"Documentation" shall mean all information received directly or indirectly from Customer,  in paper or electronic form; (d) Ocean Transportation Intermediaries" ("OTI") shall include "ocean freight forwarders," licensed in the U.S. or active in a foreign country and "non-vessel operating common carriers" wherever located; (e) "Third parties" includes, but is not limited to: "carriers, truckmen, cartmen, lightermen, forwarders, OTIs, customs brokers, agents, warehousemen and/or others to whom the goods are entrusted for transportation, cartage, handling and/or delivery and/or storage.

2. B & H As Agent. B & H acts as the "agent" of the Customer for the purpose of performing duties in connection with importer security filing services, the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Customer and other dealings with Government Agencies; B & H acts as an independent contractor in all other respects.

3. Filing of Claims. (a) Unless otherwise governed by a specific statute or international convention, all claims against B & H for a potential or actual loss, must be made in writing and received by B & H, within ninety (90) days of the event giving rise to claim; the Customer’s failure to give B & H timely notice is a complete defense to any suit or action commenced by Customer. (b) All suits against B & H must be filed and properly served on B & H as follows: (i) For claims arising out of ocean transportation, within one (1) year from the date of the loss; (ii) For those claims arising from air transportation, within two (2) years from the date of the loss; (iii) For claims arising out of the preparation and/or submission of an import entry(s), within seventy five (75) days from the date of liquidation of the entry(s); (iv) For claims arising out of the preparation and/or submission of an importer security filing, within one (1) year from the date of loss; (v) For any and all other claims of any other type, within two (2) years from the date of the loss.

4. Selection of routes and/or services provided by Third Parties. Unless Customer gives express written instructions as to persons or firms engaged, B & H shall use reasonable care in its selection of third parties, or in selecting the means, routing and procedure to be followed in the handling, transportation, clearance and delivery of the shipment; advice by B & H that a particular person or firm has been selected to render services with respect to the goods, shall be construed only to mean that such person or firm has been engaged to render such services, and B & H does not warrant or assume responsibility or liability for any action(s) and/or inaction(s) of such third parties and/or its agents. B & H 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; Customer agrees that all claims in connection with the Act of a third party shall be brought solely against such party and/or its agents; relative to any such claim, and B & H agrees to cooperate with the Customer, which shall be liable for

any charges or costs incurred by B & H in so doing.

5. Quotations. Quotations provided to Customer by B & H as to fees, rates of duty, freight charges, insurance premiums or other charges are informational only and are subject to change without notice; no quotation shall be binding upon B & H unless B & H has agreed 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 B & H and the Customer.

6. B & H Relies On Information Furnished. (a) B & H relies on the correctness and completeness of all documentation, whether in writing, typewritten or electronic format, and all information furnished by Customer; (b)Customer acknowledges its obligation to review all documents and declarations prepared and/or filed with U.S. Customs and Border Protection, other Government Agency and/or third parties, and will immediately advise B & H of any errors, discrepancies, incorrect statements, or omissions on any declaration filed on Customer’s behalf including but not limited to importer security filings, Customs entries, export declarations, applications, documentation and/or export data to the United States, foreign governmental authority and/or a third party; (d) Customer shall use reasonable care to insure the correctness and completeness of all such information and shall indemnify and hold B & H harmless from any and all claims asserted and/or liability or losses suffered by reason of any incorrect, incomplete or false statement upon which B & H reasonably relied. (e) Customer agrees that it has an affirmative and non-delegable duty to disclose any and all information needed for the submission of an importer security filing, import, export or enter the goods.

7. Declaration of Value. Third parties to whom goods are entrusted may limit their liability for loss or damage; B & H will request excess valuation coverage only upon specific written instructions from the Customer and Customer must agree to pay any charges therefore; without written instructions or  if the third party will not agree to a higher declared value, at B & H'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. B & H is under no obligation to procure insurance on Customer's behalf unless requested to do so in writing in sufficient time prior to shipment from point of origin. B & H does not undertake, represent or warrant that insurance for Customer’s goods can or will be placed. Unless the Customer has its own open marine policy and instructs B & H to effect insurance thereunder, insurance may be effected with one or more insurance companies or other underwriters selected by B & H. Any insurance placed shall be governed by issued certificate or policy and will only be effective when accepted by such insurance companies or underwriters. Customer shall pay all premiums and costs incurred with securing requested insurance. If an insurer disputes its liability for any reason, the insured Customer’s recourse shall be solely against the insurer.B & H shall not be under any responsibility or liability in relation thereto, even if the premium on the policy may not be at the same rates as that charged or paid to B & H by the Customer or that the shipment was insured under a policy in he name of B & H. If for any reason the goods are held in warehouse, or elsewhere, B & H will not procure insurance coverage, unless B & H receives specific written instructions from Customer and B & H confirms in writing. Unless specifically agreed in writing, B & H assumes no responsibility to effect insurance on any export or import shipment that it does not handle.

9. Limitation of Liability. (a) Unless otherwise specifically set forth herein, B & H makes no warranties, express or implied, in connection with its services; (b) Customer agrees that in connection with any and all services performed by B & H, B & H shall only be liable for its negligent acts, which are the direct and proximate cause of any injury to Customer, including loss or damage to Customer’s goods, and B & H shall in no event be liable for the acts of third parties; (c) In connection with all services performed by B & H, Customer may obtain additional liability coverage, up to the actual or declared value of the shipment or transaction, by requesting such coverage and agreeing to make payment therefore, which request must be confirmed in writing by B & H prior to rendering services for the covered transaction(s). (d) In the absence of additional coverage under (c) above, B & H's liability shall be limited to the following: (i) where the claim arises from importer security filing services or other activities that do not relate to “Customs business,” as defined in U.S. statute or U.S. Customs regulation, and except as set forth in paragraph 9(d)(ii), the lesser of $50.00 per importer security filing or transaction, or the amount of fees paid to B & H for the importer security filing or transaction, (ii) where the claim arises from B & H’s warehousing, fulfillment, and/or consolidation services occurring in B & H’s facilities or premises, including owned or leased property, 50 cents per pound of goods lost or damaged; or (iii) where the claim arises from activities relating to "Customs business," the lesser of $50.00 per entry or the amount of brokerage fees paid to B & H for the entry; (e) In no event shall B & H 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, including any and all loss or damages arising from delay of services.

10. Prepayment. All charges must be paid by Customer in advance unless B & H agrees in writing to extend credit to customer; granting of credit by B & H to a Customer in connection with a particular transaction shall not be a waiver of this provision by B & H.

11. Indemnification/Hold Harmless. The Customer agrees to indemnify, defend, and hold harmless B & H from any claims and/or liability arising from importer security filing services, the importation or exportation of Customer’s merchandise and/or any conduct of the Customer, which violates any Federal, State and/or other laws, and further agrees to indemnify and hold harmless B & H against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to reasonable attorney's fees, which B & H may hereafter incur, suffer or be required to pay by reason of such claims, including any claims by any Third Party for freight or other charges, duties, fines, penalties, liquidated damages or other money due arising from services provided to or on behalf of the Customer. The detention or confiscation of the goods by any governmental authority shall in no way affect or diminish the liability of the Customer to B & H to pay all charges or other money due promptly on demand. In the event that any claim, suit or proceeding is brought against B & H, it shall give notice in writing to the Customer by mail at its address on file with B & H.

12. Cash/Collect and C.O.D.Shipments. B & H shall use reasonable care regarding written instructions relating to "Cash/Collect" or "On Delivery (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 have no liability if the bank or consignee or other recipient refuses to pay for the shipment. All payment documents tendered in payment of C.O.D.s will be accepted based solely upon Customer’s assuming all risk relating thereto including, but not limited to, risk of non-payment, insufficient funds, and forgery, and B & H shall not be liable upon any such instrument. B & H will not be responsible for delay, remittance lost in exchange, or during transmission or while in the course of collection.

13. Collection Costs. In any dispute involving monies owed to B & H, B & H shall be entitled to all costs of collection, including reasonable attorney's fees and a late payment fee at the highest interest rate permitted by law per month on the outstanding balance due.

14.General Lien and Sale . (a) B & H shall have a general and continuing lien on any and all property of Customer coming into B & H's actual or constructive possession or control for monies owed to B & H with regard to the shipment on which the lien is claimed, a prior shipment(s) and/or both; (b) B & H 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 ongoing storage or other charges; Customer shall notify all parties having an interest in its shipment(s) of B & H's rights and/or the exercise of such lien. (c) Unless, within 30 days of receiving notice of lien, Customer posts cash or letter of credit payable at sight, or, if the amount due is in dispute, an acceptable bond in favor of B & H equal to 110% of the total amount due, guaranteeing payment of the monies owed, plus all storage charges already or to be accrued, B & H shall have the right to sell such shipment(s) at public or private sale or auction and any net proceeds in excess of Customer’s debt including charges herein described and attorney’s fees shall be refunded to Customer.

15. Records Maintenance. Customer acknowledges that under the Tariff Act 1930, as amended, 19 USC §1508 and §1509, Customer has the duty, sole responsibility and liability for maintaining all records required by U.S. Customs and/or under any other U.S. Laws and Regulations; unless otherwise agreed to in writing, B & H shall only keep such records that B & H itself is required to maintain by Statute(s) and/or regulation(s), but B & H shall not act as a "recordkeeper," “certified recordkeeper” or "recordkeeping agent" for Customer.

16. Binding Rulings, Filing Protests. Unless requested by Customer in writing and agreed to by B & H in writing, B & H shall be under no obligation to undertake any importer security filing-related service or Customs release, nor is B & H required to obtain binding rulings, advise of liquidations, file petition(s) and/or protests.

17. Preparation and Issuance of Bills of Lading. If B & H prepares and/or issues a bill of lading, B & H shall have 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, B & H shall use the weights, measures and cargo description supplied by Customer.

18. Modification or Amendment ONLY if Written. These terms and conditions of service may not be modified, altered or amended except in writing and signed by both Customer and B & H; any unilateral attempt to modify, alter or amend these terms and conditions of service shall be null and void.

19. Compensation of B & H. The compensation of B & H for its services by Customer shall be included with and is in addition to the rates and charges paid or payable to all carriers and other agencies selected by B & H to transport and deal with the goods and such compensation shall not be reduced by any brokerage, commissions, dividends, or other revenue received by B & H from carriers, insurers and other in connection with the shipment. On ocean exports, and upon request, if B & H acts as an ocean freight forwarder, B & H 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 action against the Customer for the monies due B & H, upon recovery by B & H, the Customer shall pay the expenses of collection and/or litigation, including reasonable attorney fees.

20. Severability/Savings Clause. Should any Paragraph(s) and/or portion(s) hereof be found to be invalid and/or unenforceable, the remainder hereof shall remain in full force and effect.

21. 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 New York, without consideration to principles of conflict of law. Customer and B & H (a) irrevocably consent to the jurisdiction of the United States District Court and the State courts of New York; (b) agree that any action relating to the services performed by B & H, shall only be brought in said courts; (c) consent to the exercise of in personam jurisdiction by said courts over it, and (d)agree that any action to enforce a judgment in connection with this agreement may be instituted by B & H in any jurisdiction.

3/2016