Terms of Service

This Agreement is entered into between BorderTek Solutions LLC ("BTEK") and the Customer requesting logistics services.

BTEK is a transportation broker registered with the Federal Motor Carrier Safety Administration under MC-1642504.

BTEK provides logistics coordination services including:

• freight brokerage
• shipment coordination
• export documentation preparation
• customs documentation coordination
• carrier procurement
• cross-border logistics support

BTEK does not operate as a motor carrier.

Transportation services are performed by independent third-party carriers.

All carriers and service providers engaged by BTEK are independent contractors.

BTEK shall not be liable for the acts or omissions of any carrier, warehouse, or third-party service provider.

Customer remains responsible for compliance with all applicable laws.

Customer represents and warrants that all shipment information, documentation, and instructions provided to BTEK are accurate, complete, and lawful.

Customer is solely responsible for compliance with all applicable laws and regulations governing the shipment, including but not limited to customs, import, export, transportation, environmental, and regulatory requirements in any jurisdiction through which the shipment moves.

BTEK shall be entitled to rely on all information provided by Customer without independent verification.

Customer shall be solely responsible for any duties, taxes, fines, penalties, inspections, governmental assessments, storage charges, demurrage, or regulatory enforcement actions arising from the shipment.

Customer agrees to defend, indemnify, and hold harmless BorderTek Solutions LLC from any losses, claims, penalties, fines, damages, costs, or liabilities arising from inaccurate or incomplete information provided by Customer or from Customer's failure to comply with applicable laws or regulations.

BTEK shall be entitled to rely on all information, documentation, and representations provided by the Customer, the shipper, the consignee, or their agents.

BTEK shall have no duty to independently verify the accuracy or completeness of such information.

Customer acknowledges that BTEK acts solely in reliance on the information provided and agrees that any errors, omissions, penalties, or regulatory consequences resulting from inaccurate or incomplete information shall remain the sole responsibility of the Customer.

Customer further acknowledges that BTEK is not responsible for determining the proper classification, valuation, licensing requirements, or regulatory compliance of any shipment.

BTEK may assist Customers with the preparation, coordination, and transmission of documentation related to customs clearance, export filings, or regulatory compliance.

Such assistance may include collecting shipment information, preparing documentation based on Customer-provided information, and coordinating with licensed customs brokers or other regulatory filing parties.

BTEK is not acting as a licensed customs broker unless expressly agreed in writing and such services are performed through a properly licensed customs broker.

Customer acknowledges that BTEK acts solely as a documentation preparation and logistics coordination intermediary in these instances.

Customer remains solely responsible for the accuracy and completeness of all information submitted for customs filings, export declarations, or regulatory documentation.

Customer acknowledges that shipments moving in domestic or international commerce may be subject to inspection, examination, or hold by governmental authorities, including but not limited to customs agencies, port authorities, regulatory agencies, or other governmental bodies.

BTEK shall not be responsible for delays, costs, penalties, or damages arising from such inspections, examinations, or regulatory actions.

Any resulting charges, including but not limited to storage, demurrage, detention, terminal handling charges, inspection fees, or rehandling costs, shall be the sole responsibility of the Customer.

Customer acknowledges that customs clearance, export authorization, or regulatory approval is not guaranteed and may be delayed or denied by governmental authorities.

Customer agrees that BTEK shall not be liable for any losses, damages, missed deadlines, or financial consequences resulting from governmental holds, inspections, regulatory enforcement actions, or delays beyond BTEK's control.

Customer agrees to pay all charges associated with shipments arranged by BTEK, including but not limited to:

• freight charges
• fuel surcharges
• accessorial charges
• storage charges
• detention and demurrage
• customs clearance charges
• duties and taxes
• inspection fees
• regulatory charges
• terminal handling charges
• carrier accessorial charges
• any additional services requested or required

Rates are based on shipment information provided by Customer. If shipment details differ from those originally provided, BTEK reserves the right to adjust the charges accordingly.

Unless otherwise agreed in writing, invoices are due upon receipt. For purposes of this Agreement, receipt shall mean the date of transmission via electronic communication, facsimile, or physical mail.

Past due balances shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

Customer shall be responsible for all reasonable costs of collection incurred by BTEK, including collection agency fees, court costs, and attorney's fees.

BTEK reserves the right to require advance payment, certified funds, or payment guarantees prior to arranging transportation services.

Customer's obligation to pay all charges due to BTEK is independent of any claim, dispute, or alleged loss or damage to cargo.

Customer shall not withhold, offset, delay, or reduce payment of any invoice issued by BTEK for any reason, including cargo claims, service disputes, delays, or damages.

All freight and service charges are considered earned upon acceptance of the shipment by the carrier or upon performance of services by BTEK.

Any cargo claims or service disputes must be handled separately and shall not relieve Customer of its obligation to pay invoices when due.

Any billing dispute must be submitted to BTEK in writing within fifteen (15) calendar days of invoice receipt. The dispute notice must identify the specific charges contested and the basis for the dispute. Undisputed portions of any invoice remain due and payable per the original payment terms. BTEK shall respond to billing disputes within thirty (30) days. If the Parties cannot resolve the dispute, it shall be handled in accordance with Section 19 (Dispute Resolution).

Customer acknowledges that BTEK incurs financial obligations to carriers and service providers upon acceptance of each shipment. Customer's payment obligations under this Agreement are unconditional and are not contingent upon delivery, condition of cargo, or resolution of any claim or dispute. BTEK's obligation to arrange services is contingent upon Customer's continued compliance with payment terms.

Customer agrees that filing a chargeback, payment reversal, or payment dispute with any financial institution, payment processor, or card issuer for charges properly invoiced under this Agreement constitutes a material breach of this Agreement. In the event of a chargeback or payment reversal, Customer shall remain liable for the full invoiced amount plus all fees, costs, and penalties incurred by BTEK as a result of the chargeback or reversal, including but not limited to processor fees, administrative costs, and chargeback penalties.

Customer shall not pursue payment reversal, chargeback, or financial institution dispute for any matter that is subject to the cargo claims process set forth in Section 12 or the billing dispute process set forth herein. Pursuit of a chargeback or payment reversal in lieu of the contractual dispute process shall constitute a material breach of this Agreement.

BTEK reserves the right to withhold release of shipping documents, bills of lading, or delivery instructions for any shipment where Customer has outstanding unpaid invoices, regardless of whether the unpaid invoices relate to the shipment in question. This right shall serve as a general lien on all shipments and documentation in BTEK's possession or control.

All cargo loss or damage claims must be reported to BTEK in writing within nine (9) calendar days of delivery or, in the case of non-delivery, within nine (9) calendar days of the expected delivery date. Full supporting documentation, including photographs, a description of the damage or loss, and evidence of the cargo's value, must be submitted within sixty (60) days of the initial claim notice.

BTEK may assist in forwarding claims to the responsible carrier but shall not be liable for payment of claims or for the carrier's handling of such claims. Customer acknowledges that cargo claims are subject to the terms and liability limitations of the carrier involved in the shipment.

Unless Customer has declared a higher value in writing prior to shipment and paid the applicable surcharge, all shipments are tendered to carriers at a released value not exceeding $0.30 per pound per package, or such other released value as may be established under the transporting carrier's applicable tariff, rules tariff, or contract of carriage, whichever governs. Customer acknowledges and agrees that the applicable released value represents the maximum liability of the carrier for loss or damage to the shipment.

For vehicle transport shipments, Customer acknowledges that cargo liability coverage is provided solely through the transporting carrier's insurance policy. BTEK does not provide or arrange cargo insurance for vehicle shipments. Customer is responsible for obtaining supplemental coverage if desired.

BTEK recommends that Customer maintain its own cargo insurance coverage for all shipments. BTEK's services and any liability limitation herein are not a substitute for Customer's own insurance program.

To the fullest extent permitted by law, BTEK's liability for any claim arising from services provided under this Agreement shall not exceed the service fees earned by BTEK for the shipment giving rise to the claim.

BTEK shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, business interruption, loss of market, or regulatory penalties.

BTEK shall not be liable for any delay, failure in performance, or inability to perform services where such delay or failure results from events beyond BTEK's reasonable control.

Such events include, but are not limited to:

• acts of God
• severe weather
• labor strikes or labor shortages
• equipment failures
• port congestion
• customs inspections or regulatory holds
• governmental actions or enforcement
• transportation disruptions
• carrier operational issues
• war, terrorism, or civil unrest
• pandemics or public health emergencies

Any additional costs arising from such events, including storage, detention, demurrage, or rehandling charges, shall be the responsibility of the Customer.

This Agreement applies on a per-shipment basis. Either Party may decline to enter into future shipments at any time, for any reason, without prior notice.

BTEK may immediately suspend or refuse services to Customer upon the occurrence of any of the following:

• failure to pay any invoice when due
• breach of any material term of this Agreement
• reasonable concern regarding Customer's creditworthiness or financial condition

Termination or refusal of future services shall not affect obligations arising from shipments already in transit or previously accepted. Customer shall remain liable for all charges, fees, and costs associated with any shipment accepted by a carrier or for which BTEK has performed services prior to the effective date of termination, regardless of when such charges are invoiced.

The following provisions shall survive termination of this Agreement: Sections 4 (Customer Responsibilities), 10 (No Offset), 11 (Billing Disputes and Payment Reversals), 12 (Cargo Claims and Released Value), 13 (Limitation of Liability), 16 (Confidentiality), 17 (Non-Solicitation of Carriers), and 19 (Dispute Resolution).

Each Party acknowledges that it may receive confidential information of the other Party in connection with the services provided under this Agreement, including but not limited to pricing, carrier rates, shipment data, customer lists, business processes, and proprietary systems.

Each Party agrees to hold such information in confidence and not to disclose it to any third party without the prior written consent of the disclosing Party, except as required by law or regulatory authority.

This obligation of confidentiality shall survive the termination of this Agreement for a period of two (2) years.

During the term of this Agreement and for a period of twelve (12) months following the last shipment arranged by BTEK for Customer, Customer agrees not to directly solicit, contract with, or arrange transportation services with any carrier introduced to Customer by BTEK in connection with services performed under this Agreement, for the purpose of bypassing BTEK's brokerage services.

This provision shall not restrict Customer from using carriers with whom Customer had a pre-existing direct relationship prior to engaging BTEK's services.

Customer acknowledges and agrees that this Agreement may be accepted and executed by electronic means, including but not limited to electronic signature, digital acceptance via web portal, email confirmation, or other electronic communication. Such electronic acceptance shall have the same legal force and effect as a handwritten signature.

This Agreement may also be executed by facsimile or by physical mail, and such execution shall be equally binding.

The Parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiations.

If the dispute cannot be resolved informally, the Parties agree to submit the dispute to mediation.

If mediation does not resolve the dispute, the dispute shall be resolved by binding arbitration in Miami-Dade County, Florida, in accordance with the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. The Parties agree that any legal proceedings related to this Agreement shall be brought exclusively in Miami-Dade County, Florida.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements, negotiations, or understandings, whether written or oral.

No modification or amendment to this Agreement shall be valid unless made in writing and signed by both Parties.