This Agreement, Falcon Logistics Global Inc. Freight Forwarding Service Contract, (hereinafter “Contract”) is entered into on

by and between Falcon Logistics Global Inc. (hereinafter Falcon”), a California Corporation located at 667 Brea Canyon Rd., STE 20B, Walnut, CA 91789 and

(hereinafter “Client”), a

corporation located at

Client requires transportation of the commodities from and to the points described in this Contract.

 

Falcon Logistics Global Inc. is a freight forwarder that has the ability, authority, and required authorization as required by relevant federal, state, and local laws and regulations to provide the services described in this Contract.

 

Client and Falcon enter into this Contract, under which Falcon will be responsible for the logistical planning (further outlined and detailed in this Contract and the Electronic Booking Order) for transportation of Client’s commodities from and to the points described in the Electronic Booking Order, for the prices listed in the Electronic Booking Order, and subject to the terms set forth in this Contract and the Electronic Booking Order.

 

Now, therefore, in consideration of the mutual promises, covenants, and for good consideration between them, Client and Falcon hereby agree to the following:

1. Independent Contractor

It is expressly agreed to and understood between the parties that Falcon shall be an independent contractor, and that Falcon shall not be considered the employee or agent of Client or any of Client’s drivers, agents, or employees. Falcon is an independent contractor and shall determine the method, means, and manner of performing its duties under this Contract.

2. Transportation and Services

1. Falcon agrees, in their capacity as a freight forwarder, to provide transportation services for Client for the commodities listed in the Electronic Booking Order, at the prices specified in the Electronic Booking Order. The Electronic Booking Order may be amended by mutual agreement in a signed writing by both of the parties herein and, as so amended, shall be incorporated into this Contract. Any amendments to the Electronic Booking Order must be in writing and signed by both parties as to ensure the validity of the amendment. Due to the ongoing nature of the business relationship between Falcon and Client, each new shipment after the date of the first shipment outlined in this Contract and the Electronic Booking Order will have an additional Electronic Booking Order outlining the successive shipment’s details. The successive Electronic Booking Order(s) will ultimately be incorporated into this Contract by reference despite the new shipment and Electronic Booking Order being made at a later date. Each party must and retain a copy for their own records. Falcon will provide freight forwarding services (as defined in the Interstate Commerce Act, as amended), as the term freight forwarder may be in general commercial use, and/or as an indirect cargo carrier (or, “air freight forwarder”) as defined under the Federal Aviation Act of 1958, as amended.
2. Falcon and Client agree to perform the duties and obligations listed in this Contract and the Electronic Booking Order. Any amended duties and/or obligations shall be in writing and signed by both parties. Falcon shall not be required to furnish services other than the services described in this Contract and the Electronic Booking Order.

3. Service Requirements

1. Client shall promptly provide a complete and accurate Booking Request, commercial invoice, packing list, and all other shipment related supporting documents to Falcon via email or fax. Client should ask for the confirmation of the receipt. The booking request will be effective onlywhen Falcon has confirmed the receipt of the request. The Booking Request should clearlyindicate the Client’s name, and the name, telephone number, fax, and contact information ofthe receiving party and the sender. Client shall provide complete and accurate information onthe Booking Request including: the number of commodities, total weight and volume,destination, shipping due date, English and Chinese name of the commodities, shipping costs,shipping terms, and any special requirements. Client shall be responsible for all the losses and/or liabilities caused by any incorrect and/or missing information on the Booking Request,or any omission by Client regarding the Booking Request.
2. If, in the Booking Request, Client requests that Falcon handle the packing and transportation of the commodities on Client’s behalf, Client shall clearly indicate in the Booking Request, including any requests for contacting the warehouse, loading and unloading, transshipment, feeder and/or barge service, trans-load, etc. Otherwise, Falcon will not perform those services.
3. If, in the Booking Request, Client requests that Falcon handle the packing and transportation of the commodities on Client’s behalf, Client shall clearly indicate in the Booking Request, including any requests for contacting the warehouse, loading and unloading, transshipment, feeder and/or barge service, trans-load, etc. Otherwise, Falcon will not perform those services.
4. If Client requests to amend anything listed in the Booking Request after Falcon has receivedthe Booking Request for air and ocean transportation services, Client must issue an amendment with the changes in writing including a date and signature of an authorized representative ofthe company within three (3) days before the cut-off date. Falcon has the sole discretion to amend the shipment as the Booking Request is considered the final document. Client shall bearall the expenses incurred due to the amendments made by the Client.
5. The consignor on the Bill of Lading shall be the Client, unless Client provided change/amendment request to Falcon in a signed writing.
6. Falcon will use courier carrier such as FedEx, UPS, DHL to deliver the invoice or Bill of Lading to Client payable upon receipt. Falcon shall not be responsible for any loss of documents that are not caused by Falcon.

4. Insurance

1. Falcon agrees that it will maintain in effect, during each term of this Contract, the insurance coverage required by federal and/or state laws and regulations relevant to its freight forwarding duties only. Upon request, Falcon shall provide certificates of insurance showing the existence and duration of such insurance coverage. Falcon is not responsible for insuring Client’s commodities.
2. Insurance for the Client’s commodities is the sole responsibility of the Client. Falcon makes no warranties, guaranties, or obligations to purchase insurance, or insure in any capacity, the Client’s commodities, except that which is required by relevant and required federal and state laws or regulations.

5. Term

The initial term of this Contract shall begin on the date stated above and shall continue for a period offive (5) year(s). Each Electronic Booking Order that occurs during the term of this Contract will be incorporated by reference into this Contract and become a part of the entire Contract, creating onesingle legal document. Thereafter, this Contract shall be renewed automatically for successive additional terms of one (1) year each, unless either party gives the other party written notice of cancellation of the contract at least thirty (30) days prior to the last day of the then-current term. If the Contract automatically renews, each Electronic Booking Order that occurs during that Contract term will be incorporated by reference into the renewed Contract and become a part of the entire renewed Contract, creating one single legal document.

6. Terms of Contract

The terms of any Bill of Lading issued by Falcon are incorporated into this Contract by reference, as if fully stated in this Contract. Unless otherwise specifically agreed between the parties in a signed writing, in the event of a conflict between the terms of any Bill of Lading or other shipping document issued by Falcon and the terms of this Contract, the terms of this Contract control, even if the Bill ofLading or shipping document was issued or accepted after this Contract was executed.

7. Effect of Attached Electronic Booking Order

The attached Electronic Booking Order, in conjunction with this Contract, outline and evidence the agreement between the parties to this Contract. The information within the Electronic Booking Order regarding the details are final and cannot be changed without an agreement signed in writing by both parties. This includes, but is not limited to, the origin and destination locations (including the intended route), charges and fees, detention times and charges, special services, and the described commodities to be transported.

8. Dangerous Goods

All packages containing hazardous materials, dangerous goods, and/or livestock shall be limited to the materials and quantities authorized for air, land, and sea transportation under the United States Department of Transportation hazardous materials transportation regulations (49 C.F.R. 171-176), the current edition of the International Air Transport Association Dangerous Goods Regulations (together, “Regulations”), and any other rules and regulations applicable to such shipments. Client is responsible for ensuring that the packaged commodities are in compliance with these requirements. In addition, if Falcon is not informed by the Client of the shipment of dangerous goods as outlined in this Section,Client is solely reliable and legally and financially responsible for any damage stemming from the failure to inform Falcon. Client shall also bear all losses suffered by Falcon.

9. Charges

1. Client shall pay all freight forwarding and related costs and fees in advance for the services performed by Falcon before receiving any transport documents such as the Bills of Lading and customs declarations. After receiving the full payment from Client, Falcon shall send the original Bill of Lading or provide the Telex Release or Bill of Lading in a timely manner. If Client fails to make timely payment, Falcon has the right to refuse to continue to provide services for Client and refuse to deliver relevant transportation documents to Client. Any legal consequences arising from this shall be borne solely by the Client.
2. Client shall be liable for all unpaid charges payable on account of any shipment, including sums advanced or disbursed by Falcon on account of that shipment, and any claims, fines, penalties, damages, costs, or other sums which may be incurred by Falcon by reason of any violation ofany condition of the Contract; any law, rule, or regulation; or any other act or default of the client, consignee, or any of their respective agents, employees, contractors, or subcontractors. If payment has not been made within the time stated by Falcon, the late payment charges in subsections (i) and (ii) below, will be assessed against any party responsible for payment of the charges applicable to that shipment (including Client, consignee, and any third party to whom charges are billed), and the applicable charges specified will be in addition to any other penalty or recovery permitted by law.
   1. When Falcon has not received full payment of its full charges within the stated period, beginning on the later of the (a) date of delivery or (b) date on which the invoice (freight bill) is presented, there will be a late payment interest charge equal to tenpercent (15.0%) of the unpaid amount of the invoice for each thirty (15) days, or fraction thereof, that the invoice remains unpaid after the expiration of that period.
   2. When Falcon has not received full payment of all of the charges within a period not to exceed sixty (60) days, beginning on the later of the (a) date of delivery or (b) date on which the invoice or supplemental invoice (freight bill) is presented, Falcon may, at its sole option, take legal action to collect its freight charges, and, in that event, any party responsible for payment of the charges which are provided for in the Bill of Lading will be invoiced and will be responsible for payment of attorney’s fees, legal costs, expert witness fees, and any other costs, fees, and expenses incurred by Falcon in connection with the collection of the amount due.
3. Even if Client asks Falcon to bill another party, Client shall be absolutely, solely responsible, and liable to Falcon for all charges, expenses, and fees (including attorney’s fees) applicable tothe shipment.
4. Falcons may refuse to deliver any goods shipped if Falcons deems itself insecure as to payment if Falcon does not receive adequate assurances that it will receive full payment for charges, expenses, fees, and services. If a Bill of Lading is issued on the order of Client to a consignee in exchange or in substitution for another Bill of Lading, the signature of any party on that prior Bill of Lading, shall be considered a part of this Bill of Lading as fully as if the same were written, or made in, or in connection with the second Bill of Lading.

10. Confidentiality

The parties to this Contract shall not publish, use, or disclose the contents or existence of this Contract to any third party except as necessary to conduct their operations pursuant to this Contract. Falcon will require its carriers and/or other parties involved in transportation of Client’s goods to comply with this confidentiality clause. Falcon shall not utilize Client’s name or identity in any advertising or promotional communications without client’s consent in a signed writing.

11. Loading and Unloading

1. Shipments shall be loaded and unloaded by Client or its designee; provided, however, that Falcon shall have the right to require Client or its designee to unload and/or rearrange any such shipment or part of it in order to protect the lading, to protect the facilities and equipment being used for transportation, or to comply with federal, state, local, and/or other laws, rules, regulations, and/or ordinances.
2. Falcon may weigh each shipment and the weights determined by, or at the direction of, Falcon shall be conclusive as to the volumes actually shipped and transported. Upon request of the Client, Falcon shall promptly provide Client with copies of the scale tickets and/or other reasonable documentation showing the weight of such shipments and the location at which those shipments were weighed.
3. After the commodities have arrived at the port of destination, Client guarantees that the legal consignee will pick up the commodities in a timely manner as previously agreed on by both parties. If there is no timely pick-up, deferred delivery, or if the client abandons the shipment after the commodities arrive at the port of destination, Client will be responsible for all the expenses arising from their failure, including but not limited to, the demurrage fee, detention fee, storage fee, cargo handling fee, etc.

12. Customs and Related Fees

All of the customs duties, fines for delayed declaration, and other relevant amounts under the freight forwarding services shall be paid by the Client directly to customs and other relevant authorities and Falcon will not pay such amounts on Client’s behalf unless otherwise agreed by and between Client and Falcon in a prior signed writing. If Falcon has actually paid such amounts on Client’s behalf, based on a signed agreement, Client within two (2) business days after Falcon’s payment, shall pay such amounts to Falcon; otherwise Client shall pay Falcon for the possession of funds as per 5.00% of such amounts on a daily basis. This must be paid in a lump sum directly to Falcon. If it is not paid within two (2) business days including interest, Falcon will not distribute a Bill of Lading and all related costsdue to the failure to pay will be the sole responsibility of the Client.

Client shall provide Falcon the legal, correct, and complete customs declaration and inspection documents according to and in compliance with the customs declaration requirements. This should beclearly indicated in the Booking Request and any later correspondence between Falcon and Client. Client is required to provide these documents as they are required for customs clearance and inspection. Client shall be fully liable and responsible for any and all losses and liabilities, including loss caused by the delay or failure to comply with providing all of the necessary documents.

Upon the completion of any customs and/or business inspections, Falcon shall inform Client in advance and provide inspection notices, online inspection records, and inspection process photos. All expenses incurred shall be the sole responsibility of the client.

13. Reasonable Dispatch; Force Majeure

Falcon shall arrange for pickup, movement, and delivery of shipments of commodities tendered by Client within reasonable dispatch. In the event that Falcon, or any other party whose services Falcon uses to perform its obligations under this Contract, is rendered unable, wholly or in part, to carry out its obligations under this Contract, it is agreed that upon notice by Falcon claiming force majeure and giving particulars of such force majeure by telephone, confirmed promptly in writing, to Client as soon as possible after the occurrence of the cause relied on, the obligations of Falcon shall be suspended during the continuance of any inability caused, but for no longer period, and so far as possible that cause shall be remedied with all reasonable dispatch. In the event of suspension due to force majeure claimed by either party, the term of this Contract shall be extended by a period of time equal to the period of such force majeure.

14. Limits of Liability

1. Falcon shall not be liable for delay of any kind to any shipment, regardless of the cause of such delay, nor shall Falcon be liable for loss or damage to any shipment or part of a shipment when that delay, loss, or damage is caused by an act of God, public enemy, any legal authorities, or the act or omission of a person or entity other than Falcon, the inherent vice or defects of the materials shipped, natural loss or shrinkage, or as a result of any other cause or condition beyond the reasonable control of Falcon. Falcon shall not be liable for any loss or damage to the commodities before, during, and after transport.
2. Unless a higher value is declared on the Bill of Lading and the applicable charges for such additional valuation are paid to Falcon by Client, in no event shall Falcon’s liability for damage to, or loss or destruction of, any shipment transported pursuant to this Contract exceed: (i) on domestic shipments, fifty ($0.50) cents per pound multiplied by the number of pounds (or fraction of a pound) of each piece of the shipment which may have been lost, damaged, or destroyed (but not less than $50.00 per shipment) or (ii) on international shipments, 17 Special Drawing Rights per shipment. However, even if a higher valuation is declared by Client, Falcon will be responsible for payment only of the actual value of such piece(s) which are lost, damaged, or destroyed, or that valuation, which is the lesser amount.

15. Liability; Claims

1. Falcon shall not be liable for delay or loss of or damage to any of the commodities being transported when that delay, loss, or damage is caused by an act of God, public enemy, anylegal authorities, or the act or omission of a person or entity other than Falcon, the inherent vice or defects of the materials shipped, natural loss or shrinkage, or as a result of any other causeor condition beyond the reasonable control of Falcon or any other party whose services Falcon uses to provide service under this Contract.
2. Claims for concealed loss or damage must be reported to Falcon, in writing, within three (3) days of the date of delivery of the shipment. Falcon and its agents shall have the privilege to inspect the shipment in the case of a concealed loss or damage claim.
3. All shipments as to which a claim may be made must be retained in the original shipping container for a period of twenty-one (21) days after Falcon has received written notice of the damage or concealed loss so that Falcon or its agent(s) may inspect that shipment.
4. Claims against Falcon shall be handled as provided in 49 C.F.R. 1005 and other applicable statutes and regulations.
5. As a condition precedent to recovery, claims must be filed in writing with Falcon within thirty (30) days after the delivery of goods, or, in the case of failure to make delivery, then within thirty (30) days after a reasonable time for delivery has passed. No claim for loss of or damage to a shipment will be entertained until all charges relating to that shipment have been made.The term “claim” as used in this Contract shall mean and include any and all claims for indemnity pursuant to this Contract, claims for alleged breach of this Contract, and any and all other claims arising under, or in connection with this Contract or any relationship between Falcon and Client.

16. Assignment Clause

Neither party to this Contract may assign or transfer this Contract, in whole or in part, without the prior written consent of the other party to this Contract. If it is necessary, Falcon, in its own discretion and without the consent of the other party to this contract may delegate duties to assist in the performance of the contract. The contract herein will not be modified, and each parties’ obligations remain the same.

17. Modification

No amendment or modification of this Contract shall be final unless in writing and signed by both parties to this Contract.

18. Breach

Any violation of any provision herein, any incomplete or mistaken performance of any obligation provided herein, any misrepresentation made herein, any material nondisclosure or omission of any material fact, or any failure to perform any covenants provided herein by either party to this Contract shall constitute a breach of this Contract. The breaching party shall be liable for any such breach pursuant to the relevant and applicable federal, state, and/or local laws.

19. Waiver of Breach

Waiver by either party to this Contract of any breach of any term of this Contract shall not be construed as a waiver of any subsequent breach of that term or as a waiver of any other term of this Contract.

20. Choice of Law and Forum

All issues and questions concerning the construction, validity, enforcement, and interpretation of this Contract and the Electronic Booking Order herein shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. The parties agree that any dispute arising out of or relating to this Contract, shall be exclusively settled by mandatory and binding arbitration as outlined in Section 21 of this Contract.

21. Disputes: Mandatory and Binding Arbitration

All claims and disputes arising under or relating to this Contract are to be settled by mandatory and binding arbitration in the United States, specifically the State of California, in Los Angeles County. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in freight forwarding and commercial shipping contracts and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

22. Headings for Convenience

All captions, numbering sequences, and headings used in this Contract are inserted for convenience only and shall in no way define, limit, or describe the scope or intent of this Contract or any part thereof, nor have any legal effect other than to aid a reasonable interpretation of this Contract. A reference to “Section” in this Contract is to a “Section” of this Contract.

23. Severability

If any provision of this Contract is held to be illegal or invalid by a court of competent jurisdiction,such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions.

24. Entire Agreement

This Contract contains the entire agreement and understanding among the parties herein with respect to the subject matter herein, and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter herein. The express terms herein control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms herein.

The parties witness this Contract by their signature below.