BY PLACING AN ORDER AND ACCEPTING SERVICES (as defined in Section 1 below) FROM CWE (as defined in Section 1 below), YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN SERVICES FROM CWE IF YOU (i) DO NOT AGREE TO THESE TERMS, OR (ii) ARE NOT AT LEAST 18 YEARS OF AGE.
 

1. TERMS AND CONDITIONS. 
   The following terms and conditions (“Terms and Conditions”) shall govern all interactions relating to the transportation of freight and all appurtenant services required to accomplish the same (“Services”) rendered or to be rendered by Chesapeake Wood Express, LLC (“CWE”) for the customer or shipper (“Customer”) to which these Terms and Conditions shall apply along with any other written agreement signed by CWE and Customer relating to the transportation of freight and/or all appurtenant services by CWE for Customer. Such documents constitute the entire agreement between CWE and Customer and are referred to collectively herein as the “Agreement.”

   These Terms and Conditions will be accompanied by at least one schedule, order, warehouse confirmation, or similar document (as applicable, “Schedule”) that will set out all Services, the pricing and other unique terms and conditions applicable to Customer’s specific requirements. The types of goods, freight, or other materials CWE will handle for Customer (hereinafter, the “Product”) will also be described in the Schedule(s). These Terms and Conditions are incorporated into each Schedule. Upon execution of any Schedule, the Terms and Conditions shall collectively be deemed to be an integrated and binding contract that will be separated and distinct from any other contract formed by the Terms and Conditions and another executed Schedule. In the event that Product tendered for transportation or other services do not conform to the description set forth in the Schedule(s), CWE may refuse to accept such Product in its sole and absolute discretion and without any prior notice to Customer. Any freight or other goods accepted by CWE shall constitute Product under these Terms and Conditions. These Terms and Conditions, any Schedule(s), and any other document attached thereto as agreed by CWE may be terminated by either party for any reason or no reason upon 30 days written notice to the other party, subject to Customer paying all amounts due hereunder.

2. TRANSPORTATION RESPONSIBILITIES/LIABILITIES. 
   CWE shall be responsible for the transporting or arranging for the transportation of freight from the point of shipment to the point of delivery to be specified in the applicable bill of lading for each load. Once a load is delivered, CWE shall not be held responsible for any claim, damages, liabilities, losses, penalties, fines, actions, proceedings of any nature, lawsuits, closures, contingencies, costs, expenses, or disbursements of an kind or nature, as well as possible taxes and tax obligations that may be imposed to Customer by any final recipient. 
3. PRICING; INVOICING AND PAYMENT. 
   1. Payment for Services. The Schedule(s) will contain all specific pricing provisions apart from the general charge and payment provisions set forth herein. Rates and charges will be billed and paid in U.S. dollars. CWE will invoice Customer for Services in accordance with these Terms and Conditions and as specified in the Schedule(s). Customer will pay CWE’s invoices within thirty (30) calendar days from the date of invoice without deduction, set off, recoupment or counterclaim. CWE will send its invoices to the address specified in the Schedule. In the case of an invoice error, Customer will timely pay the undisputed portion of the invoice and, before payment is due, notify CWE in writing of the specific item that Customer believes was billed in error and provide all supporting detail(s) and documentation. The due date for these disputed sums shall be extended for ten (10) calendar days (or such later time as both parties may agree, the agreement of which is to be confirmed in writing, to be signed or acknowledged by CWE) from the due date of the invoice to give the parties time to evaluate and resolve any billing error. Product loss/damage claims and all other indemnification claims of Customer will be resolved independently of payment of CWE’s invoices and such claims may not be set off against any CWE invoice. 
   2. Collection. Any invoice not paid when due is subject to a late payment fee of one and one-half percent (1.50%) per month, or, if such rate exceeds that permitted by applicable law, then the highest lawful rate.  Customer will also reimburse CWE for all collection costs on any delinquent accounts, including, without limitation, attorneys’ fees and court costs, including each of the foregoing costs incurred prior to the commencement of any action or in any appeal.  
4. ASSUMPTIONS.The Schedule(s) sets forth the assumptions used by the Parties to establish the pricing for the Services, including, without limitation, assumptions about the scope and characteristics of the Services (the “Assumptions”). If at any time the Assumptions in any Schedule prove to be incorrect or no longer valid, the terms and conditions of the Schedule, including, but not limited to, pricing, will be subject to renegotiation at CWE’s request. If the Parties are unable to agree on an adjustment to the Schedule, CWE shall have the right to terminate the affected Schedule upon forty-five (45) calendar days written notice to Customer. In the case of actual changes that have occurred prior to the completion of such agreement, while CWE shall use commercially reasonable efforts to provide the affected Services or meet any specified KPIs or service level agreements, CWE shall not be liable for any failure to provide the affected Services until agreement is reached.
5. INSURANCE AND INDEMNIFICATION
   1. Insurance. In addition to any insurance required by applicable law and the terms of any Schedule, CWE shall purchase and maintain insurance as set forth below for matters that may arise out of or result from CWE’s operations under these Terms and Conditions and any Schedule(s), whether such operations be by CWE or by anyone directly or indirectly employed or contracted by CWE, or by anyone for whose acts CWE may be liable:
      1. Commercial general liability coverage using ISO Form CG 00 01 (or a substitute providing equivalent coverage), which shall include liability coverage for its contracts, with limits of not less than $1,000,000 per occurrence and $1,000,000 annual aggregate. Such policy shall name Customer and its officers, directors, managers, employees, agents and representatives as an additional insured, by endorsement if necessary, as its interests may appear, which policy shall apply as primary and non-contributory insurance with respect to all insureds and additional insureds and also with respect to any other insurance that Customer may have in place.
      2. Workers compensation insurance providing statutory limits of liability, as applicable, and employers liability limits of not less than $1,000,000 per disease/accident/employee, which policy shall contain a waiver of subrogation in favor of Customer.
      3. Commercial Auto-Trucking Public Liability coverage with limits of not less than $1,000,000 per occurrence, combined single limit, if acting as a motor carrier at any time with respect to the Services.
      4. “All Risk” cargo liability insurance with limits of not less than $150,000 per truckload shipment if acting as a motor carrier, or contingent cargo liability insurance in said amount if acting as a property broker or logistics provider.
      5. Umbrella or Excess insurance providing coverage in excess of the primary coverage for Commercial general liability, Errors and Omissions, and Commercial Auto-Trucking Public Liability in an amount not less than $2,500,000.

      All coverages shall be maintained without interruption while providing the Services. All insurance providers must maintain an A.M. Best rating of “A-” or better with a financial size category of VIII or better. Certificates of insurance and required endorsements acceptable to Customer shall be delivered to Customer upon request prior to CWE performing any services. 

      Subject to the terms specified herein, CWE reserves the right to self-insure any portion of the aforementioned limits of insurance.

   2. Indemnification. Subject to the limitations of liability expressly set forth herein and in the relevant Schedule, each party agrees to indemnify, defend and hold the other party harmless from and against all third party claims, demands, actions or causes of action for loss, damage, or expense for or from injury or death to persons and damage to or loss of property (collectively, “Claims”), to the extent caused by or arising out of the indemnifying party’s breach of this Agreement, negligent acts or omissions, or intentional misconduct during the term of the relevant Schedule.
   3. Limitation of Liability.  IN NO CASE SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR PERJUICIOS OF ANY KIND OR NATURE ARISING DIRECTLY OR INDIRECTLY UNDER THIS AGREEMENT AND/OR ANY SCHEDULE, HOWEVER CAUSED AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY. CWE SHALL NOT BE LIABLE FOR ANY ACTUAL DAMAGES IN EXCESS OF THE GREATER OF (I) THE FEES PAID TO CWE HEREUNDER; OR (II) THE INSURANCE PROCEEDS RECOVERABLE UNDER AN INSURANCE POLICY MAINTAINED BY CWE.
   4. Hazardous Materials. CWE will not handle, nor will Customer deliver to CWE, any goods that are or include any hazardous material, hazardous substance, hazardous waste or any other substance whose handling, transport or disposal is specifically regulated by law, unless agreed in the pertinent Schedule. 
6. TERM AND TERMINATION
   1. Term. These Terms and Conditions shall continue in effect so long as any and all applicable Schedule(s) continue in effect. 
   2. Breach. In the event either party is in Breach (as defined herein), the non-breaching party shall have the right the applicable Schedule without further notice or demand.  “Breach” shall mean (i) the failure to make any payment due and such failure continues for fifteen (15) days after the defaulting party has received written notice from the non-defaulting party; (ii) any other material failure of performance by a party of its obligations under a Schedule which remains uncured forty-five (45) days after receipt of written notice of the failure (the “cure date”); (iii) the filing of a voluntary or involuntary petition on behalf of or against a party under any bankruptcy or similar law, or the corporate authorization of any similar action by a party relating to the relief of debtors; (iv) the insolvency of a party ; or (v) the wrongful termination of a Schedule. 
   3. Consequences of Breach. In the event that a party Breaches pursuant to Section 6(B), the non-breaching party shall, subject to Section 5(C), be entitled to any remedies available under law or in equity.
7. CONFIDENTIALITY
   Neither party shall disclose to any third party, (a) any provision contained in any Schedule or (b) any information it receives from the other party identified in writing as a trade secret, or confidential or proprietary information of that other party (collectively, “Confidential Information”), except to the disclosing party’s attorneys or auditors and, in CWE’s case, CWE shall have a limited privilege to disclose only such Confidential Information to such persons (e.g. CWE’s agents, consultants and subcontractors), as is reasonably necessary from time to time for CWE to carry out its duties under any Schedule. Confidential Information does not include: (a) information in the public domain at the time of the disclosing party’s communication thereof to the receiving party; (b) information that enters the public domain through no fault of the receiving party subsequent to the time of the disclosing party’s communication thereof to the receiving party; (c) information developed by employees or agents of the receiving party independently and without reference to any Confidential Information that the disclosing party disclosed in confidence to any third party; or (d) information whose disclosure is required by law or court order.  CWE’s Confidential Information includes but is not limited to the following: CWE’s pricing; the source and object codes for the software CWE uses to service Customer; the design(s) CWE uses to perform the Services; CWE’s  proprietary processes, procedures and policy manuals; and analyses, recommendations or presentations of bids from potential or selected carriers and other service providers.In furtherance and not in limitation of this section (and except with respect to CWE’s limited privilege), each party shall safeguard the other party’s Confidential Information with the same degree of care that it exercises with regard to its own trade secret, confidential or proprietary material, but in no event less than a reasonable degree of care.  The provisions of this paragraph shall survive termination or expiration of any Schedule for a period of three (3) years.
8. FORCE MAJEURE
   Neither party shall be liable for its failure or delay in fulfilling its obligations under a Schedule if such failure or delay is caused by fire, flood, weather conditions or other Acts of God, invasions, riots, closing of public highways, strike, lockout or other labor dispute, civil unrest, war, acts of terrorism, theft, robbery or any other circumstance beyond the reasonable control of the party (“Force Majeure“). Throughout the first four (4) weeks of the Force Majeure event, CWE will charge Customer any labor charges associated with any portion of the Services CWE continues to perform. CWE, at its sole discretion, may cease to perform any or all of the Services if CWE believes in good faith that to continue to perform the Services would be an unreasonable compromise of the safety of its employees or the safety of the Product; however, during a Force Majeure event affecting some shippers’ and carriers’ operations, CWE shall use its best efforts and all available lawful mans to perform the Services.  If the service interruption caused by the Force Majeure continues beyond four (4) weeks, either party shall have the right to terminate any affected Schedule by giving the other party at least ten (10) calendar days prior written notice. To be effective, such notice must be delivered during the service interruption.
9. INDEPENDENT CONTRACTOR
   CWE provides the Services as an independent contractor and nothing contained in the Terms and Conditions and/or any Schedule, and no action taken by the parties pursuant to the Terms and Conditions and Schedules, will be construed to imply that there is any relationship between the parties of partnership, joint venture, principal/agent, employer/employee, or joint employer/joint employee. Neither party shall have any right to control the other or any of their respective employees, contractors, or agents beyond the end result of the Services.
10. GENERAL
    1. Notice.
       1. To Customer. CWE may provide any notice to Customer under this Agreement by: (i) sending a message to the e-mail address Customer provides or (ii) personal delivery, overnight courier or registered or certified mail to the address provided by Customer. Notices sent by e-mail will be effective when CWE sends the e-mail. Notices sent by overnight courier will be effective when delivered. Notices provided by registered or certified mail will be effective three business days after they are sent. It is Customer’s responsibility to keep Customer’s e-mail address current.
       2. To CWE. To give CWE notice under these Terms, Customer must contact CWE as follows: (i) by personal delivery, overnight courier or registered or certified mail to Chesapeake Wood Express, Attn: President, 3400 E Biddle Street, Baltimore, MD 21213. CWE may update the address for notices to CWE by posting a notice at: https://chesapeakewoodexpress.com/terms-and-conditions. Notices provided by personal delivery will be effective immediately. Notices sent by overnight courier will be effective when delivered. Notices provided by registered or certified mail will be effective three business days after they are sent.
    2. Entire Agreement; Validity. The Terms and Conditions and each Schedule(s) constitutes the entire agreement and understanding between the parties concerning the Services to be provided under each Schedule, and supersedes all prior agreements and representations whether written or oral between the parties in connection with, relating to or arising out of the matters contained in it.   The Terms and Conditions and associated Schedule(s) are not requirements or exclusive dealing contracts. 
    3. Waiver. No waiver, amendment or modification of the Terms and Conditions hereof will be effective unless in writing and signed by both parties; and, in the case of CWE, no such waiver, amendment or modification will be effective unless signed by an officer of CWE.
    4. Conflict. In the event of a conflict or inconsistency between these Terms and Conditions, the Schedule, and any other terms and conditions agreed to between CWE and Customer, such conflict or inconsistency will be resolved by giving precedence in the following order: (i) first, these Terms and Conditions, and (ii) the Schedule, except that the Schedule shall control over these Terms and Conditions with respect to the specific goods to be transported under such Schedule and any provisions which explicitly supersede these Terms and Conditions.  
    5. Binding Effect.   This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legatees, personal representatives and other legal representatives, successors and assigns, except that Customer may not assign its rights or obligations hereunder without the prior written consent of CWE. 
    6. Governing Law; No Jury Trial; Attorneys’ Fees.  The Terms and Conditions and each Schedule shall be governed by the internal laws of Maryland without regard to any conflicts of law provisions and by applicable laws of the United States. Each party hereby consents and agrees that the state or federal courts sitting in the County of Howard, State of Maryland, shall have exclusive jurisdiction and venue to hear and determine any claims or disputes between the parties pertaining to this Terms and Conditions, any Schedule, and to any matter arising out of or related to this Terms and Conditions and/or any Schedule. Each party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and each party hereby waives any objection such party may have based upon lack of personal jurisdiction, improper venue or forum non conviens and further waives the right to trial by jury.
    7. Severability; Survival. If any of the terms and provisions of this Agreement are deemed unenforceable, in violation of or prohibited by any law, statute or ordinance of the country, province, state or locality called upon to enforce such terms and provisions, such term or provision shall be of no force or effect in that jurisdiction to the extent of such violation or prohibition, without invalidating any of the other terms and provisions of the relevant Schedule, provided that where possible, such term shall be reformed in a manner that would make it enforceable and lawful. Any obligation of a party that by its terms or nature arises at, or is intended to continue beyond, the termination of the Schedule shall survive termination of the applicable Schedule. 
    8. Remedies Not Exclusive. Except for those remedies expressly excluded in the Terms and Conditions or in any Schedule, the remedies provided for in the Terms and Conditions and any Schedule are cumulative and are in addition to all other rights and remedies available at law or in equity. None of the remedies set forth in the Terms and Conditions or in any Schedule shall be construed by either party as special, incidental, consequential or punitive damages.
    9. Paragraph Headings; Counterparts.  The headings or captions to paragraphs and sections in the Terms and Conditions and in a Schedule are for the convenience of the parties only and shall have no effect upon the interpretation or construction of the Terms and Conditions or any Schedule.  This Terms and Conditions may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which together will be deemed to be one and the same instrument.

    Updated July 2025