BROKER–SHIPPER AGREEMENT

This Broker–Shipper Agreement ("Agreement") is entered into by and between Meridian Waypoint Logistics, LLC ("Broker") and the undersigned Shipper ("Shipper").

PURPOSE

Broker agrees to arrange transportation services through authorized third-party motor carriers for the transportation of Shipper's freight.

Broker acts solely as a licensed property broker and is not a motor carrier, freight forwarder, warehouseman, or insurer.

SHIPPER RESPONSIBILITIES

Shipper shall provide accurate and complete information regarding all shipments, including but not limited to:

• Commodity Description
• Weight
• Dimensions
• Quantity
• Packaging Requirements
• Pickup Requirements
• Delivery Requirements
• Hazardous Materials Classification
• Special Handling Requirements

Shipper warrants that all shipment information provided is accurate, complete, and compliant with applicable laws and regulations.

Shipper shall be responsible for any costs, damages, delays, fines, penalties, or liabilities arising from inaccurate, incomplete, or misleading shipment information.

PACKAGING

Shipper shall properly package, label, mark, secure, and prepare all freight for transportation in accordance with applicable laws, regulations, and industry standards.

Broker shall have no responsibility for loss or damage arising from improper packaging, loading, labeling, blocking, bracing, or securement performed by Shipper.

HAZARDOUS MATERIALS

Shipper shall disclose all hazardous materials and provide all required documentation prior to shipment tender.

Shipper warrants compliance with all applicable federal, state, and local hazardous materials laws and regulations.

FAILURE TO DISCLOSE HAZARDOUS MATERIALS MAY RESULT IN LIABILITY FOR ALL ASSOCIATED COSTS, DAMAGES, FINES, PENALTIES, CLEANUP COSTS, CLAIMS, AND LEGAL EXPENSES.

BROKER RESPONSIBILITIES

Broker shall utilize commercially reasonable efforts to identify and engage qualified motor carriers to transport Shipper's freight.

Broker does not guarantee carrier availability, transportation outcomes, service performance, transit times, delivery times, equipment availability, or specific transportation results.

BROKER STATUS

Shipper acknowledges and agrees that Broker is a licensed property broker and not a motor carrier.

Broker does not transport freight and assumes no responsibility for the operation, maintenance, condition, actions, omissions, performance, financial condition, or regulatory compliance of any motor carrier, driver, warehouse, terminal operator, or third-party service provider.

CARRIER SELECTION

Broker shall utilize commercially reasonable efforts to engage qualified motor carriers.

Broker does not guarantee the availability, suitability, performance, safety rating, insurance status, financial condition, or service quality of any particular carrier.

Selection of a carrier by Broker shall not constitute a warranty or guarantee of performance.

EXPEDITED AND TIME-CRITICAL FREIGHT SERVICES

Broker may arrange expedited transportation services for time-sensitive shipments, including:

• Same-Day Service
• Next-Day Service
• Emergency Shipments
• After-Hours Shipments
• Weekend Shipments
• Holiday Shipments
• Dedicated Vehicle Service
• Exclusive-Use Transportation
• Other Priority Freight Services

Shipper acknowledges that expedited transportation services may require premium pricing, dedicated resources, specialized equipment, team drivers, exclusive-use vehicles, or other enhanced service arrangements.

Applicable rates, surcharges, and service requirements shall be communicated through quotes, rate confirmations, invoices, or service agreements.

Broker shall utilize commercially reasonable efforts to arrange expedited services but does not guarantee pickup times, transit times, delivery times, equipment availability, carrier availability, or service outcomes unless expressly agreed in writing.

Broker shall not be liable for production downtime, business interruption, lost profits, missed appointments, project delays, lost sales, manufacturing shutdowns, or other consequential losses arising from delayed expedited shipments.

Requests for emergency, after-hours, weekend, holiday, or special handling services may be subject to additional fees.

PAYMENT TERMS

Payment terms shall be established through separate invoices, quotes, rate confirmations, service agreements, or credit arrangements.

Broker reserves the right to require advance payment, credit approval, deposits, or other financial assurances prior to arranging transportation services.

DETENTION, LAYOVER, DRIVER ASSIST, AND ACCESSORIAL CHARGES

Shipper acknowledges that transportation services may incur charges beyond the original freight rate.

Shipper agrees to pay all applicable accessorial charges, including but not limited to:

• Detention Charges
• Layover Charges
• Driver Assist Charges
• Lumper Fees
• Loading Fees
• Unloading Fees
• Redelivery Charges
• Reconsignment Charges
• Stop-Off Charges
• Storage Charges
• Dry Run Charges
• Truck Ordered Not Used Charges
• Liftgate Charges
• Residential Delivery Charges
• Limited Access Charges
• Inside Delivery Charges
• Specialized Equipment Charges
• Weekend Charges
• Holiday Charges
• After-Hours Charges
• Expedited Service Charges
• Any other transportation-related accessorial charges

Unless otherwise agreed in writing, detention charges may begin after two (2) hours of free time at pickup or delivery.

Broker may rely upon information, records, tracking data, timestamps, facility records, driver reports, carrier documentation, electronic logs, and supporting information provided by the motor carrier when assessing detention, layover, or accessorial charges.

Broker reserves the right to invoice Shipper for accessorial charges incurred during transportation, regardless of whether such charges were known at the time the shipment was tendered.

FREIGHT CLAIMS

Cargo claims shall be submitted in accordance with applicable transportation laws and carrier procedures.

Broker shall not be responsible for cargo loss, damage, delay, spoilage, contamination, theft, shortage, or destruction except to the extent required by applicable law.

Claims must be submitted in writing within the time period required by the applicable carrier.

LIMITATION OF LIABILITY

Broker shall not be liable for:

• Indirect Damages
• Consequential Damages
• Incidental Damages
• Special Damages
• Exemplary Damages
• Punitive Damages
• Lost Profits
• Lost Revenue
• Lost Business Opportunities
• Business Interruption
• Manufacturing Shutdowns
• Project Delays
• Missed Deliveries
• Missed Appointments

Shipper acknowledges that Broker does not guarantee uninterrupted transportation services and shall not be responsible for losses arising from transportation delays, regardless of whether a shipment has been designated as expedited, emergency, priority, or time-critical.

Broker's liability shall be limited to the maximum extent permitted by applicable law.

FORCE MAJEURE

Broker shall not be liable for service disruptions, delays, failures, or performance issues caused by circumstances beyond Broker's reasonable control, including but not limited to:

• Weather Events
• Natural Disasters
• Road Closures
• Traffic Conditions
• Labor Disputes
• Government Actions
• Regulatory Changes
• Public Health Emergencies
• Mechanical Failures
• Civil Disturbances
• Acts of God

CONFIDENTIALITY

Each party agrees to protect confidential business information obtained during the course of the relationship.

Confidential information shall not be disclosed to third parties except as required by law or necessary to perform transportation services.

COLLECTION COSTS AND ATTORNEY'S FEES

In the event Shipper fails to timely pay any invoice, charge, fee, or amount due under this Agreement, Broker shall be entitled to recover all reasonable collection costs, including attorney's fees, court costs, collection agency fees, administrative costs, and related expenses.

INTEREST ON PAST-DUE ACCOUNTS

Any undisputed invoice not paid when due may accrue interest at the lesser of:

(a) One and one-half percent (1.5%) per month; or

(b) The maximum rate permitted by applicable law.

NOTICES

Any notice required under this Agreement shall be provided in writing and may be delivered by email, overnight courier, certified mail, or other commercially reasonable means.

TERM AND TERMINATION

This Agreement shall remain in effect until terminated by either party upon thirty (30) days written notice.

Termination shall not affect obligations arising prior to termination.

SURVIVAL

The provisions concerning payment obligations, confidentiality, claims, limitation of liability, collection costs, attorney's fees, governing law, and any obligations which by their nature should survive termination shall survive termination of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed under the laws of the State of Texas.

ELECTRONIC SIGNATURES

Electronic signatures, scanned signatures, digital signatures, electronic records, and electronically transmitted documents shall be deemed valid and enforceable to the fullest extent permitted by applicable law.