General Terms and Conditions

Disclaimer of Warranties/Consequential Damages

The purchaser acknowledges and agrees that STG Freight Services Inc. shall bear no liability for any claim, loss, or damage arising directly, indirectly, incidentally, or consequentially from the equipment, any inadequacy, deficiency, or defect therein, or any incident related thereto, regardless of whether arising in strict liability or otherwise. Under no circumstances shall STG Freight Services Inc. be liable for lost profits or special, consequential, or exemplary damages, even if previously advised of the possibility of such damages.

Without limiting the generality of the foregoing, STG Freight Services Inc. disclaims, and the purchaser waives, any warranty regarding the operation of machinery or the type of refrigerant contained in refrigerated containers. If equipment surveys are performed at the purchaser’s request, such surveys shall be conducted by an independent third party on behalf of the purchaser. STG Freight Services Inc. does not guarantee the accuracy of any such survey.

Florida, Customs, Compliance with Laws

Prior to the sale, the equipment has been used exclusively for international transportation and is located at the pickup location under temporary admission permission pursuant to the Convention on Temporary Admission (Istanbul Convention) and applicable laws. The equipment has not been qualified in any jurisdiction for other uses.

The purchaser assumes exclusive liability for and agrees to pay, prepare all necessary filings, indemnify, and hold STG Freight Services Inc. harmless from all sales or use taxes, transfer, title, and registration fees, VAT, domestication, personal property taxes, tolls, levies, duties, or any government-imposed charges in connection with the use or sale of the equipment, or any related services provided. This includes any penalties, fines, or interest.

Indemnification

The purchaser agrees to defend at their expense, indemnify, and hold harmless STG Freight Services Inc., its agents, employees, and representatives from any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising from or related to the purchase, use, operation, or subsequent disposition of the equipment.

Remedies/Waiver

The remedies reserved to STG Freight Services Inc. are cumulative and in addition to any other remedies provided by law. STG Freight Services Inc.’s failure to enforce any provision or waiver of any breach shall not act as a waiver of any other provision or subsequent breach.

Assignment/Entire Agreement

The purchaser may not assign this agreement or any rights or obligations without prior written consent from STG Freight Services Inc. This agreement and the applicable invoice represent the complete understanding between the parties and may only be modified in writing signed by both parties.

Jurisdiction and Law

This agreement shall be governed by and interpreted under the laws of the State of Florida, excluding its conflict of laws rules. The United Nations Convention on the International Sale of Goods shall not apply to this agreement.

Any claim or controversy arising from this agreement may be referred to arbitration or litigation in Bay Harbor Islands, Florida. Arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Both parties consent to the jurisdiction of such arbitration or courts, waive objections to venue, and agree not to assert a defense of forum non conveniens.

Service of process in any legal action or arbitration may be completed by registered mail or commercial courier with receipt required, addressed to the respondent party at the address on the invoice. Service shall be deemed complete seven (7) days after mailing. The purchaser agrees to reimburse STG Freight Services Inc. for attorneys’ fees and costs incurred in enforcing the agreement.

Alternative Dispute Resolution (ADR)

The parties agree to resolve disputes in the following steps:

Step One: Negotiation

In the event of a dispute, the parties shall consult and negotiate in good faith to reach an equitable solution. If no resolution is reached within 60 days, either party may escalate to arbitration.

Step Two: Mediation

Before arbitration, disputes shall first be submitted to mediation administered by the American Arbitration Association under its Commercial Mediation Procedures. STG Freight Services Inc. will cover up to three hours of mediation services.

Step Three: Arbitration

If mediation fails, disputes shall be settled through arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration shall take place in Bay Harbor Islands, Florida, in English, or the language of the original contract. The arbitrator(s) shall be selected by mutual agreement from a pool of trained experts.