terms and conditions - Natural prologic llc

Our Terms and Conditions (T&C’s) apply to all purchases and sales of items offered here, and your sale or purchase means you have accepted our Terms and Conditions in effect as of the date of order. We disclaim any other Terms and Conditions contained in any customer purchase order or vendor sales order form or otherwise unless expressly agreed to by us in writing. Purchase orders must be strictly in conformity with these Terms and Conditions; inconsistent or conflicting terms in any purchase order or sale acknowledgment are rejected and shall be controlled by these Terms and Conditions unless agreed to by Natural ProLogic LLC ( NPL) in a separate writing. Additional terms are not binding unless agreed to by an officer of NPL in a separate writing. We reserve the right to decline fulfilling orders at our discretion.

Our catalogs, drawings of products, parts, machinery system and product ordering hierarchy (the "NPL Catalogs") constitute original works and selections and arrangements of data compiled by NPL, and are protected works and compilations under the U.S. Copyright Act. All rights in NPL Catalogs are reserved by NPL. You shall use NPL Catalogs solely to purchase products.

Customers transacting e-Commerce business with NPL on and/or via third party platforms are subject to the website Terms of Use, and other limitations appearing on and applicable to visitors and users of our website www.natprolog.com

Where we state Customer in this contract it is expressly agreed that the same terms and conditions will be accepted and implemented by NPL’s suppliers

PRICING AND CHARGES

Product: Prices and charges in our catalog are effective upon publication (or immediately when displayed on our website) and are subject to change without notice. All prices are quoted in U.S. dollars. We reserve the right to pass on any surcharges or impose purchase restrictions or limits at any time. Prices and availability may vary at any time.

Charges: All orders are subject to applicable shipping, freight, taxes and processing charges. Shipping charges for non-stocking orders and premium shipping services will be subject to the carrier's published rates plus an additional handling charge per order. In some cases, shipping charges may be less than or greater than NPL's actual cost to process and ship.

Carrier Surcharges: Carriers may impose surcharges, which vary by carrier and may change at the carrier's discretion. NPL will pass on the surcharge.

Minimum Order: $200 (U.S. dollars). You will be charged the minimum $200 on any order with a merchandise value of $200 or less.

TERMS/BILLING OPTIONS

Are as per the invoice and will also be stated in each contract. NPL has multiple payment/billing options. If an open account customer fails to make full payment within thirty (30) days from date of invoice, NPL may defer any further shipments or other orders, or cancel any portion of an unshipped order. NPL further reserves the right to charge interest on overdue invoices at the rate of 18% per annum (1.5% monthly) or at the highest rate available under applicable law. It is understood and agreed that customer will pay, to the extent permitted under law, all reasonable costs and expenses, including attorney’s fees, collection agency fees and court costs incurred by NPL in connection with any collection action for payment of the amounts due herein.

NPL makes available certain payment processes through which you can provide payment information to us when you pay for your order (our "Authorized Payment Processes"). Examples of our Authorized Payment Processes include providing payment information by telephone, through our website checkout page or using an established Electronic Data Interchange (EDI). NPL has implemented physical, technological and administrative safeguards intended to protect the information that you provide using one of our Authorized Payment Processes. These safeguards include, for example, encryption of Internet communications. If you do not use an Authorized Payment Processes, and you submit payment information through some other method (such as via email or fax), then the safeguards provided by our Authorized Payment Processes will not protect your payment information, and you provide such information at your own risk. NPL expressly disclaims all responsibility regarding the collection, use and protection of information that you do not submit through an Authorized Payment Process.

DELIVERY

NPL does not guarantee shipping timescales for customers, as described below. Deliveries are made Monday through Friday, daytime hours only. NPL uses various carriers for different regions. Items that are drop shipped directly from manufacturers may take longer, so items ordered together may not always arrive in the same box or on the same day. Hazardous materials require special handling, are not service level guaranteed and may be subject to local, state and federal regulations which may delay or prohibit shipments. Hazardous materials will not be shipped to certain locations.. All orders are shipped F.O.B. from NPL's distribution facility or manufacturer's facility for drop shipments. Title and risk of loss pass to customer on delivery to the common carrier or upon customer pickup. Same day Orders placed on Fridays (after your local cut-off time), weekends or holidays will be shipped on the next regular business day. Please check with your NPL sales representative for more information at order time. 

DAMAGED OR LOST SHIPMENTS

Carriers & Prepaid Truck Shipments (NPL carrier): Check your order immediately upon arrival. All damages must be noted on delivery receipt. All shortages and damages must be notified into NPL in writing or via e-mail management@natprolog.com within 7 calendar days.

All damaged containers and merchandise must be kept for inspection. If product was damaged in transit, you must also file a claim with the carrier.

Truck Shipment (when you select the carrier): Check your order immediately upon arrival. All damages must be noted on delivery receipt. All damages and shortages must be called in to the trucker you chose within 7 days. All damaged containers and merchandise must be kept for your trucker to inspect. At that time, you will file a claim with your trucker. Damaged Hazardous Materials must be returned through the freight company prior to acceptance of delivery (See Returns and Repairs Section).

WARRANTIES

General Merchandise Warranty: Except as otherwise stated, the only warranties applying to materials sold are those, if any, specifically provided by the manufacturer to be honored by the manufacturer. Items marked Lifetime Warranty are subject to manufacturer's warranty terms. 

EXCEPT AS SET FORTH HEREIN, NPL MAKES NO WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. A full refund will be given, subject to our Q.A. inspection, for any defective item returned to us and received by us within 30 days of the date of shipment in its original packaging. Exception: Special to order items that are shown to perform to specification. 

Manufacturer's Responsibility: The customer recognizes that NPL is a distributor and not a manufacturer, fabricator or packager, and all applicable product specifications, representations and warranties are solely those of the manufacturer or packager of the products sold. NPL's liability hereunder for any claim of loss or damage of any kind whatsoever by the customer arising from a breach of any such specifications, representations or warranties by the manufacturer or packager shall be limited to reimbursement of the price paid for the specific item sold, and other than such reimbursement, as between the customer and NPL, the customer's sole and exclusive recourse for such loss or damage is to the manufacturer, fabricator or packager of the products. Customer waives any right of set-off or cover under the Uniform Commercial Code or otherwise.

Limited Liability: IN NO EVENT SHALL NPL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THE PURCHASE, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED OPPORTUNITY OR PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NPL shall not be responsible for computer or electronic interruptions, mechanical or electrical breakdowns, strikes, labor slowdowns, war, terrorism, riots, severe weather conditions, natural disasters, acts of God or any other forces beyond the reasonable control of NPL, LTL shipments and other non-scheduled carriers, branch shipments (due to earlier pickups), back ordered items, replacement orders, new accounts (first order), orders requiring credit review, and supplier manufacturing deficiencies.

RESPONSIBILITY

The value of the defective product or material is our only liability. All specifications and technical data have been supplied by the manufacturer and are listed only as a convenience. We do not warrant or represent that the merchandise complies with the provisions of any law, particularly the Walsh-Healey Public Contracts Act, and the Occupational Safety and Health Act of 1970, and regulations promulgated thereunder, unless the manufacturer so warrants.

Catalog Errors

Although all information in NPL Catalogs has been carefully checked for accuracy, errors and omissions occasionally occur and therefore are subject to correction. We regret any inconvenience.

Compliance with Laws

Some products may be obtained from multiple supply sources located throughout the United States or internationally and shipped directly to the customer without sending the item through NPL. Many states and localities have codes and regulations governing sale, offering for sale, distribution, construction, installation and use of products for certain purposes and/or containing certain regulated substances, which may vary from those in neighboring areas. NPL relies upon information provided by the supplier of these products to ensure they are compliant with the laws of the jurisdiction into which the product is shipped. The information provided by the supplier as to the ability of the product to be sold or distributed in any particular jurisdiction is believed by NPL to be accurate. NPL, however, shall not be responsible for how products are used or consumed or for the product's conformance to regional, state, or local codes or regulations. NPL does not guarantee compliance with any law and assumes no responsibility for how the items are used or consumed. Customer has the sole responsibility for compliance with all applicable codes, regulations and laws and before purchase and use of the product must review and ensure full compliance with such codes, regulations and laws concerning the use or consumption of the products.

Environmental and Safety

VOC (Volatile Organic Compounds )Limits:

NPL may be prohibited from offering certain products due to restrictions or requirements of various federal, state, local and other authorities having jurisdiction in these matters. VOC restrictions may change without notice. Customers should consult the regulations applicable to these products to ensure compliance. NPL relies on the manufacturer regarding the VOC content of their products and makes no representation or warranties regarding the information provided by the manufacturer.

Ozone Depleting Substances (ODS)

AST may be prohibited from selling certain products that contain chemicals (hydrochlorofluorocarbons) to customers that are not commercial customers as defined by regulations issued by the United States Environmental Protection Agency (USEPA). As per the USEPA regulations, it is a violation of federal law to sell, distribute, or offer to sell or distribute any chlorofluorocarbon or aerosol hydrochlorofluorocarbon containing cleaning fluid for electronic and photographic equipment to anyone who is not a commercial user of this product. The penalty for violating this prohibition can be up to $25,000 per sale. Individuals purchasing such products must present proof of their commercial status in accordance with Title 40 of the CFR 82.68(a) or (c). ODS restrictions may change without notice and customers should consult the ODS regulations and are responsible for compliance with all the ODS regulations.

California Proposition 65

Some products may contain certain chemicals and, therefore, be subject to warning requirements of California Proposition 65. Proposition 65 requires that packages of products containing certain chemicals identified by the State of California as causing cancer, birth defects or other reproductive harm contain warnings. AST relies on the manufacturer regarding the warranties regarding the information provided by the manufacturer.

Mercury Containing Products

Some products may contain mercury and may, therefore, be subject to federal, state, or local regulations regarding their purchase, use, handling and/or disposal. Customers should consult the regulations applicable to their operations regarding these products. NPL relies on the manufacturer regarding the mercury content of their products and makes no representations or warranties regarding the information provided by the manufacturer.

Material Safety Data Sheet (MSDS)

An MSDS is a document that is required by the Occupational Safety and Health Administration (OSHA) and provides specific Safety, Health and Environmental information about a product deemed to be hazardous (e.g. Hazardous Ingredients, Physical Hazards, Health Hazards, Safe Handling, Control Measures and more.) Manufacturers or importers are required to produce MSDSs and employers are required to have them available for their staff as per OSHA's Hazard Communication Standard 29 CFR. 1910.1200. NPL expressly relies on the evaluation of the chemical manufacturer/importer contained therein. NPL provides MSDSs when required. An MSDS will be provided for a product when: You order the product for the first time, an updated MSDS is received from the manufacturer/importer, or you request another MSDS. MSDSs will be provided via the following means: (i) accessing NPL's website, (ii) contacting your local sales office , (iii) using NPL’s phone number to request an MSDS by mail or facsimile, (iv) requesting an MSDS when ordering a product, or (v) contacting NPL in writing requesting an MSDS.

Dangerous Goods/Hazardous Materials

•  Energy Efficiency: NPL may be prohibited from offering certain products that do not meet federal, state, and/or local requirements for energy efficiency. Energy efficiency requirements may change without notice. Customers should consult the regulations applicable to these products to ensure compliance. NPL relies on the manufacturer regarding the energy efficiency rating of its products and makes no representations or warranties regarding the information provided by the manufacturer.

• Handling and Disposal: Numerous federal, state, and local codes, regulations and laws may apply to the disposal of products. Customer is solely responsible for proper handling and disposal of purchased items and should review and ensure compliance with all such codes, regulations and laws.

RETURNS & REPAIRS

Returns

Except as otherwise provided, no returns will be accepted for return after 30 days from date of shipment. To return merchandise, you must call NPL at for a Return Authorization number. No returns will be accepted without a Return Authorization number. Include with your return a copy of your invoice or packing slip. All merchandise must be returned in its original packaging and condition. Any claims for discrepancies in shipment must be made within 7 days of receipt of merchandise. C.O.D. returns will not be accepted. Shipping charges for returned items must be prepaid. No return of altered or etched items. A re-stocking charge may be applied. 

Customers are required to inspect all materials deliveries prior to accepting the delivery. 

EXPORT CONTROLS

NPL products and services, including user manuals and software, are Diversion of products and/or services contrary to U.S. law is prohibited. Customer understands that a license, written approval or other authorization may be required from the Bureau of Industry and Security of the U.S. Department of Commerce, the Directorate of Defense Trade Controls of the U.S. Department of State or other U.S. government agency prior to the export or re-export of these items from the United States Guidance may be found at http://www.bis.doc.gov or http://www.pmddtc.state.gov. Customer further understands that it is unlawful to export, re-export or transfer, or to attempt to export, re-export or transfer certain items to individuals or entities on the List of Debarred Parties, Denied Persons List, Specially Designated Nationals List, Entity List, Unverified List or Nonproliferation Sanctions List, as well as sales or transfers to Embargoed Countries (currently, Cuba, Iran, North Korea, Syria and Sudan). It is the customer's responsibility to be aware of these Lists and Embargoes. These Lists may be accessed at http://export.gov/ecr/eg_main_023148.asp.

PROVISIONS

Security Interest

Customer hereby grants to NPL a first priority purchase money security interest and/or chattel mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to NPL. Customer agrees to file, or permit NPL to file, any financing statements or other appropriate documents with its governmental authorities to perfect the validity, priority, and enforceability of NPL's lien or security interest.

Independent Contractors

NPL and Customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer will not have the right to bind or otherwise obligate NPL in any manner, nor will Customer represent to anyone that it has the right to do so.

Assignment

Customer shall not assign any order, or any interest therein, without the prior written consent of NPL. Any actual or attempted assignment without NPL’s prior written consent shall entitle NPL’s to cancel such order upon notice to Customer.

Electronic Commerce

If NPL and Customer mutually agree to use an Electronic Data Interchange ("EDI") system to facilitate purchase and sale transactions, Customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. AST and Customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by NPL regarding EDI purchases made by Customer shall be deemed to be conclusive.

Intellectual Property

Customer shall have no right to copy or use any of the intellectual property of NPL or its suppliers without NPL's permission. All materials contained in NPL Catalogs and NPL's website are subject to the ownership rights of NPL and its suppliers.

NPL's Performance of Service

In conjunction with Customer's purchase of product, NPL may perform certain services for Customer on Customer's premises such as delivering, ordering, performing inventory management, or putting-away product (collectively, the "Services"). Customer will hold harmless and indemnify NPL, its officers, directors, employees, agents, subcontractors or representatives from and against any and all claims, including bodily injury, death, or damage to personal property, and all other losses, liabilities, obligations, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent, incurred by NPL related to the performance of Services for Customer (including without limitation, settlement costs, attorneys' fees, and any and all other expenses for defending any actions or threatened actions) arising out of, in whole or in part, any act or omission of Customer, its employees, agents, subcontractors or representatives. Waiver: No failure by either party to take any action or assert any right hereunder will be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

CONTROLLING LAW AND VENUE

The provisions of the Uniform Commercial Code, as adopted in Las Vegas Nevada USA, shall apply (except as expressly modified hereby) with no application of the United Nations Convention on Contracts for the International Sale of Goods. All transactions shall be governed by the laws of the State of Nevada, without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction, and venue shall be in Clark County, State of Nevada.

In the event that some of or any part of these T&C’s are found to be un enforceable by a court of law it is hereby understood and accepted that all other and remaining T&C’s continue in place and remain effective and part of our contract of purchase and or sale.

All freight forwarding/, non vessel operator (NVO) and shipping services provided by Natural ProLogic LLC (hereinafter “NPL”) to the “Customer”, whether the Customer is a manufacturer, distributor, exporter, importer, sender, consignor, consignee, transferor, agent or transferee of the shipment, will be subject to the terms and conditions set forth herein.

1. Third Party Services. Unless NPL carries, stores or otherwise physically handles the shipment, and loss, damage, expense or delay occurs during such activity, NPL assumes no liability as a carrier and is not to be held responsible for any loss, damage, expense or delay to the goods to be forwarded or imported except as provided in paragraph 8 and subject to the limitations of paragraph 9 below, but undertakes only to use reasonable care in the selection of carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen and others to whom it may entrust the goods for transportation, cartage, handling and/or delivery and/or storage or

otherwise. When NPL carries, stores or otherwise physically handles the shipment, it does so subject to the limitations of paragraph 8 below, unless a separate bill of lading, air waybill, or other contract of carriage is issued by NPL, in which events the terms thereof shall govern.

2. Liability For Acts or Omissions of Third Parties. NPL is authorized to select and engage carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen and others, as required, to transport, store, deal with and deliver the goods, all of whom shall be considered the agents of the Customer, and the goods may be entrusted to such agencies subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements and conditions, whether printed, written or stamped, appearing in bills of lading, receipts or tariffs issued by such carriers, truckmen, lightermen, forwarders, customs brokers, agents, warehousemen, and others. NPL shall under no circumstances be liable for any loss, damage, expense or delay to the goods for any reason whatsoever when said goods are in the custody, possession or control of third parties selected by NPL to forward, enter, clear, transport or render other services with respect to such goods.

3. Choosing Routes or Agents. Unless express instructions in writing are received from the Customer, NPL has complete freedom in choosing the means, route and procedure to be followed in the handling, transportation and delivery of the goods. Advice by NPL to the Customer that a particular person or firm has been selected to render services with respect to the goods shall not be construed to mean that NPL warrants or represents that such person or firm will render such service. All terms of delivery shall be based upon INCOTERMS® 2020 unless otherwise specifically noted or implied through the use of a term not defined in INCOTERMS® 2020.

4. Quotations Not Binding. Quotations as to fees, rates of duty, freight charges, insurance premiums or other charges given by NPL to the Customer are for informational purposes only and are subject to change without notice and shall not under any circumstances be binding upon NPL unless NPL in writing specifically undertakes the handling or transportation of the shipment at a specific rate.

5. Duty to Furnish Information. 

(a) On an import, at a reasonable time prior to entering of the goods for U.S. Customs, the Customer shall furnish to NPL invoices in proper form and other documents necessary or useful in the preparation of the U.S. Customs entry and, also, such further information as may be sufficient to establish, inter alia, the dutiable value, the classification, the country of origin, the genuineness of the merchandise and any mark or symbol associated with it, the Customer’s right to import and/or distribute the merchandise, and the merchandise’s admissibility, pursuant to U.S. law or regulation. If the Customer fails in a timely manner to furnish such information or documents, in whole or in part, as may be required to complete U.S. Customs entry or comply with U.S. laws or regulations, or if the information or documents furnished are inaccurate or incomplete, NPL shall be obligated only to use its best judgment in connection with the shipment and in no instance shall be charged with knowledge by the Customer of the true circumstances to which such inaccurate, incomplete or omitted information or document pertains. Where a bond is required by U.S. Customs to be given for the production of any document or the performance of any act, the Customer shall be deemed bound by the terms of the bond notwithstanding the fact that the bond has been executed by NPL as principal, it being understood that NPL entered into such undertaking at the instance and on behalf of the Customer, and the Customer shall indemnify and hold NPL harmless for the consequences of any breach of the terms of the bond. 

(b) On an export, at a reasonable time prior to the exportation of the shipment, the Customer shall furnish to NPL the commercial invoice in proper form and number, a proper consular declaration, weights, measures, values and other information in the language of and as may be required by the laws and regulations of the U.S. and the country of destination of the goods. 

(c) On an export or import, NPL shall not in any way be responsible or liable for increased duty, penalty, fine or expense unless caused by the negligence or other fault of NPL, in which event its liability to the Customer shall be governed by the provisions of paragraphs 8-10 below. The Customer shall be bound by and warrant the accuracy of all invoices, documents and information furnished to NPL by the Customer or its agents for export, entry or other purposes and the Customer agrees to indemnify and hold harmless NPL against any increased duty, penalty, fine or expense including attorneys’ fees, resulting from any inaccuracy, incomplete statement, omission or any failure to make timely presentation, even if not due to any negligence of the Customer.

6. Declaring Higher Valuation. Inasmuch as truckers, carriers, warehousemen and others to whom the goods are entrusted usually limit their liability for loss or damage unless a higher value is declared and a charged based on such higher value is agreed to by said trucker, etc., NPL must receive specific written instructions from the Customer to pay such higher charge based on valuation and the truckers, etc., must accept such higher declared value; otherwise the valuation placed by the Customer on the goods shall be considered solely for export or customs purposes and the goods will be delivered to the truckers etc., subject to the limit of liability set forth herein in paragraphs 8-9 below with respect to any claim against NPL and subject to the provisions of paragraph 2 above.

7. Insurance. NPL will make reasonable efforts to effect marine, theft and other insurance upon the goods only after specific written instructions have been received by NPL from the Customer in such sufficient time prior to the shipment from the point of origin, and at the same time the written instructions from the Customer specifically states the kind and amount of insurance to be placed. NPL does not undertake or warrant that such insurance can or will be placed. Unless the Customer has its own open marine policy and instructs NPL to effect insurance under such policy, insurance is to be effected with one or more insurance companies or other underwriters to be selected by NPL. Any insurance placed shall be governed by the certificate or policy issued and will only be effective when accepted by such insurance companies or other underwriters. Should an insurer dispute its liability for any reason, the insured shall have recourse against the insurer only and NPL shall not be under any responsibility or liability in relation thereto, notwithstanding that the premium upon the policy may not be at the same rates as that charged or paid to NPL by the Customer, or that the shipment was insured under a policy in the name of NPL. Insurance premiums and the charge of NPL for arranging the same shall be at the Customer’s

expense. If for any reason the goods are held in warehouse, or elsewhere, the same will not be covered under any insurance, unless NPL receives written instructions from the Customer. Unless specifically agreed in writing, NPL assumes no responsibility to effect insurance on any export or import shipment which it does not handle.

8. Limitation of Liability for Loss, etc. 

(a) The Customer agrees that NPL shall only be liable for any loss, damage expense or delay to the goods resulting from the negligence or other fault of NPL; such liability shall be limited to an amount equal to the lesser of one hundred ($100) dollars per entry or shipment or the fee(s) charged for the services, provided that, in the case of partial loss, such amount will be adjusted pro rata; 

(b) Where NPL issues its own bill of lading and receives freight charges as its compensation, Customer has the option of paying a special compensation and increasing the limit of NPL’s liability up to the shipment’s actual value; however, such option must be exercised by written agreement, entered into prior to any covered transaction(s), setting forth the limit of NPL’S liability and the compensation received; 

(c) In instances other than in (b) above, unless the Customer makes specific written arrangements with NPL to pay special compensation and declare a higher value and NPL agrees in writing, liability is limited to the amount set forth in (a) above; 

(d) Customer agrees that NPL shall, in no event, be liable for consequential, punitive, statutory or special damages in excess of the monetary limit provided for above.

9. Presenting Claims NPL shall not be liable under paragraph 8, or otherwise, for any claims not presented to it in writing within ninety (90) days of either the date of loss or incident giving rise to the claim; no suit to recover for any claim or demand hereunder shall be maintained against NPL unless instituted within six (6) months after the presentation of the said claim or such longer period provided for under statute(s) of the State having jurisdiction of the matter.

10. Advancing Money. NPL shall not be obligated to incur any expense, guarantee any payment or advance any money in connection with the importing, forwarding, transporting, insuring, storing or coopering of the goods, unless the same is previously provided to NPL by the Customer on demand. NPL shall be under no obligation to advance freight charges, customs duties or taxes on any shipment, nor shall any advance by NPL be construed as a waiver of the provisions hereof.

11. Indemnification for Freight & Duties. In the event that a carrier, other person or any governmental agency makes a claim or institutes legal action against NPL for ocean or other freight, duties, fines, penalties, liquidated damages or other money due arising from a shipment of goods of the Customer, the Customer agrees to indemnify and hold harmless NPL for any amount NPL may be required to pay such carrier, other person or governmental agency together with reasonable expenses, including attorney fees, incurred by NPL in connection with defending such claim or legal action and obtaining reimbursement from the Customer. The confiscation or detention of the goods by any governmental authority shall not effect or diminish the liability of the Customer to NPL to pay all charges or other money due promptly on demand.

12. C.O.D. Shipments. Goods received with Customer’s or other person’s instructions to “Collect on Delivery” (C.O.D.) by drafts or otherwise, or collect to collect on any specified terms by time drafts or otherwise, are accepted by NPL only upon the express understanding that it will exercise reasonable care in the selection of a bank, correspondent, carrier or agent to whom it will send such an item for collection, and NPL will not be responsible for any act, omission, default, suspension, insolvency or want of care, negligence, or fault of such bank, correspondent, carrier or agent, nor for any delay in remittance lost in exchange, or loss during transmission, or while in the course of collection.

13. General Lien on Any Property. NPL shall have a general lien on any and all property (and documents relating thereto) to the Customer, in its possession, custody or control or en route, for all claims for charges, expenses or advances incurred by NPL in connection with any shipments of the Customer and if any claim remains unsatisfied for thirty (30) days after demand for its payment is made, NPL may sell at public auction or private sale, upon ten (10) days written notice registered mail (R.R.R.) to the Customer, the goods, wares and/or merchandise, or so much thereof as may be necessary to satisfy such lien, and apply the net proceeds of such sale to the payment of amount due NPL. Any surplus from such sale shall be transmitted to the Customer, and the Customer shall be liable for any deficiency in the sale.

14. Compensation of NPL. The compensation of NPL for its services shall be included with and is in addition to the rates and charges of all carriers and other agencies selected by NPL to transport and deal with the goods and such compensation shall be exclusive of any brokerage, commissions, dividends or other revenue received by NPL from carriers, insurers and others in connection with the shipment. On ocean exports, upon request, NPL 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 monies due to NPL, the Customer shall pay the expenses of collection and/or litigation, including NPL’s reasonable attorneys’ fees.

15. No Responsibility for Governmental Requirements. It is the responsibility of the Customer to know and comply with the marking requirements of the U.S. Customs Service, the regulations of the U.S. Food and Drug Administration, and all other requirements, including regulations of Federal, state and/or local agencies pertaining to the merchandise. NPL shall not be responsible for action taken or fines or penalties assessed by any governmental agency against the shipment because of the failure of the Customer to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to the Customer by any such agency.

16. Indemnity Against Liability Arising From the Importation of Merchandise. The Customer agrees to indemnify and hold NPL harmless from any claims and/or liability arising from the importation of merchandise which violates any Federal, state and/or other laws or regulations and further agrees to indemnify and hold NPL harmless against any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to attorney’s fees, which NPL may hereafter incur, suffer or be required to pay by reason of claims by any government agency or private party. In the event that any action, suit or proceeding is brought against NPL by any government agency or private party, NPL shall give notice in writing to the Customer by mail at its address on file with NPL. Upon receipt of such notice, the Customer, at its own expense, shall defend against such action and take all steps as may be necessary or proper to prevent the obtaining of a judgment and/or order against NPL

17. Loss, Damage or Expense Due To Delay. Unless the service to be performed by NPL on behalf of the Customer are delayed by reason of negligence or other fault of NPL, NPL shall not be responsible for any loss, damage or expense incurred by the Customer because of such delay. In the event NPL is at fault, as aforesaid, its liability is limited in accordance with the provisions of paragraphs 8-9 above.

18. Construction of Terms and Venue. The foregoing terms and conditions shall be construed according to the laws of the State of Florida, U.S.A. Unless otherwise consented to in writing by NPL no legal proceeding against NPL may be instituted by the Customer, or subrogate except in the State of Florida U.S.A.