Brokerage terms & Conditions

TERMS AND CONDITIONS OF SERVICE

Echelon Logistics LLC

Effective Date: November 4, 2026
Revision: August 2026
FMCSA Authority: Property Broker - MC No. 1266139
Terms Location: http://www.echelonamerica.com

These Terms and Conditions of Service (“Terms”) govern all property-brokerage and related logistics services arranged by Echelon Logistics LLC. By requesting, accepting, or continuing to use Services, tendering a Shipment, signing a credit application, accepting a quotation or load confirmation, or paying an invoice that incorporates these Terms, Customer agrees to be bound by them.

1. Definitions

“Echelon” means Echelon Logistics LLC, an Illinois limited liability company and federally licensed property broker operating under MC No. 1266139. Echelon’s officers, employees, agents, and affiliates are included as protected parties under the limitations, indemnities, and defenses in these Terms, but no affiliate becomes a contracting party unless expressly identified in a separate written agreement.

“Customer” means the person or entity requesting or accepting Services from Echelon, including the party shown on Echelon’s quotation, rate confirmation, credit application, invoice, or other shipping record. Customer is responsible for the acts and omissions of its shippers, consignees, suppliers, agents, and other parties acting under Customer’s direction or authority.

“Carrier” means an authorized motor carrier or other independent transportation provider selected to perform all or part of the physical transportation, handling, delivery, or storage of a Shipment.

“Services” means property-brokerage, shipment coordination, tracking, carrier sourcing, claims assistance, and related logistics services arranged by Echelon.

“Shipment” means the goods tendered under a single Echelon load confirmation, shipment number, bill of lading, air waybill, or other transportation record, regardless of the number of packages, pallets, containers, or pieces.

“Special Handling Shipment” means any Shipment involving temperature control, life-science or pharmaceutical products, medical devices, biologics, food, hazardous materials, controlled substances, high-value cargo, special security, expedited service, team service, chain-of-custody requirements, or any other handling requirement outside ordinary dry-van transportation.

2. Contract, Acceptance, and Scope of Services

2.1 Broker Capacity. Echelon acts solely as a property broker and arranges transportation by independent Carriers. Echelon does not undertake to transport a Shipment and is not a motor carrier, freight forwarder, warehouseman, or insurer with respect to any Shipment unless a separate written agreement signed by an authorized Echelon officer expressly states otherwise. The appearance of Echelon’s name on a bill of lading, shipping document, customer portal, or other record does not change Echelon’s status as a broker.

2.2 Independent Contractors. Echelon and Customer are independent contractors. Carriers and other third parties are independent contractors and are not employees, agents, joint venturers, or subcontractors of Echelon for purposes of performing the physical transportation of a Shipment.

2.3 Electronic Acceptance. These Terms may be accepted electronically and do not require a handwritten signature. Acceptance may be shown by conduct, including tendering a Shipment after receiving a quotation, rate confirmation, credit approval, invoice, or other document that references these Terms.

2.4 Order of Precedence. If documents conflict, the following order applies unless a later document expressly states that it amends an earlier one: (a) a signed master services agreement between Echelon and Customer; (b) a signed quality, security, or service schedule; (c) an Echelon rate confirmation or accepted written shipment tender; (d) these Terms; and (e) a bill of lading or other shipping document. Boilerplate terms on Customer purchase orders, portals, bills of lading, or similar documents do not amend these Terms unless expressly accepted in writing by an authorized Echelon officer.

3. Customer Responsibilities and Shipment Information

3.1 Authority. Customer represents that it has authority to tender each Shipment, provide instructions, and bind the cargo owner and any party acting through Customer to the extent permitted by law.

3.2 Complete and Accurate Information. Before pickup, Customer must provide complete and accurate information concerning the Shipment, including:

• the commodity, quantity, weight, dimensions, freight class, packaging, and handling characteristics;

• the actual replacement value and any declared value requested by Customer;

• the pickup and delivery locations, contacts, hours, appointment requirements, and access limitations;

• all temperature, refrigeration, monitoring, sanitation, security, seal, routing, and chain-of-custody requirements;

• whether the Shipment contains hazardous materials, controlled substances, regulated products, food, pharmaceuticals, biologics, medical devices, batteries, alcohol, tobacco, or other restricted goods; and

• all permits, licenses, export, import, customs, sanctions, or regulatory requirements applicable to the Shipment.

3.3 Packaging and Loading. Customer is responsible for proper packaging, labeling, marking, palletization, loading, blocking, bracing, count, weight distribution, and securement when performed by Customer, the shipper, or the consignee. Customer must not tender cargo that cannot be safely and lawfully transported using the requested equipment and service.

3.4 Restricted Shipments. Echelon has no obligation to arrange transportation of household goods, hazardous materials, controlled substances, illegal or prohibited goods, or any cargo requiring a license, permit, special endorsement, or security protocol unless Echelon expressly accepts the Shipment in writing before pickup.

3.5 Reliance. Echelon and the Carrier may rely on information and instructions supplied by Customer. Customer is responsible for additional cost, delay, loss, damage, or regulatory exposure caused by incomplete, inaccurate, late, or changed information.

4. Carrier Selection and Third-Party Services

4.1 Selection. Echelon will use commercially reasonable procedures to select Carriers that Echelon determines are suitable for the requested service based on information reasonably available at the time of selection, which may include operating authority, insurance certificates, safety information, equipment profile, service history, and identity-verification measures.

4.2 No Guarantee of Third-Party Performance. Echelon does not guarantee that a Carrier or its insurer will remain authorized, solvent, insured, claim-free, or free from fraud, identity theft, data compromise, or other misconduct after selection. Certificates of insurance are evidence of coverage only and do not amend the policy, guarantee coverage for a particular loss, or establish the Carrier’s legal liability.

4.3 Carrier Terms. A Carrier may issue a bill of lading or other transportation document containing terms applicable to the Carrier’s performance. Echelon may accept reasonable Carrier operating terms on Customer’s behalf only to the extent they do not conflict with a higher-priority written agreement under Section 2.4.

4.4 No Rebrokering. Echelon will instruct Carriers not to rebroker, subcontract, or transfer a Shipment without Echelon’s prior written approval. Customer must promptly notify Echelon of any suspected unauthorized carrier substitution, identity mismatch, or rebrokering.

5. Special Handling, Life-Science, Temperature-Controlled, and High-Value Shipments

5.1 Written Acceptance Required. Special Handling Shipments are accepted only when Customer provides all requirements in writing before pickup and Echelon confirms acceptance in writing. A request for refrigerated, expedited, white-glove, high-value, or similar service does not by itself create a quality agreement, GDP/GxP obligation, validated-lane commitment, or special security obligation.

5.2 Required Instructions. For temperature-controlled or life-science Shipments, Customer must specify, as applicable:

• the required setpoint and permitted temperature range;

• whether the equipment must be pre-cooled, continuously operated, or operated in start-stop mode;

• the required equipment type, cleanliness standard, prior-load restriction, and sanitation requirements;

• the location, quantity, ownership, calibration status, and return instructions for temperature-monitoring devices;

• seal requirements, chain-of-custody procedures, parking restrictions, tracking frequency, and approved routing;

• the procedure for temperature excursions, equipment failure, delays, product quarantine, and emergency contacts; and

• any requirement for driver training, applicable TSA compliance or Security Threat Assessment (STA) eligibility, team service, secure parking, or no-transload handling.

5.3 Excursions and Product Disposition. Echelon will use commercially reasonable efforts to communicate a reported temperature excursion, delay, seal issue, equipment failure, or security event. Notice of an event is not an admission of liability. Customer retains responsibility for product quality evaluation, quarantine, release, rejection, recall, or other disposition unless a signed quality agreement expressly assigns those duties to Echelon.

5.4 Data and Devices. Unless otherwise agreed in writing, Customer is responsible for selecting, supplying, activating, validating, and retrieving customer-owned temperature loggers or monitoring devices and for interpreting their data. Carrier telematics and reefer downloads are operational records and are not a substitute for a validated product-monitoring system.

5.5 High-Value Security. Customer must disclose high-value cargo before pickup. Special security requirements - including team drivers, covert tracking, secure yards, restricted stops, no unattended parking, or route controls - apply only if accepted in writing and may involve additional charges.

6. Cargo Value and Insurance

6.1 Standard Carrier Insurance. Unless otherwise agreed in writing, Echelon ordinarily selects Carriers that provide evidence of motor-truck cargo insurance with limits of at least $100,000 per occurrence. This is a carrier-selection standard, not a warranty of coverage, a representation that all losses are insured, or a limitation of the Carrier’s legal liability.

6.2 Declared Value and Higher Limits. Customer must disclose the full actual value of any Shipment exceeding $100,000 before pickup. Echelon may decline the Shipment, require a Carrier with higher insurance limits, impose additional security requirements, or offer to arrange separate first-party cargo insurance. A value shown on a bill of lading, commercial invoice, packing list, purchase order, or customer portal does not obligate Echelon to procure additional insurance unless Echelon expressly confirms the coverage in writing before pickup.

6.3 First-Party Cargo Insurance. At Customer’s written request and for a separate charge, Echelon may assist in arranging first-party cargo insurance. Coverage is effective only after Echelon or the insurer issues written confirmation and Customer pays the premium. The policy and certificate issued by the insurer exclusively govern coverage, exclusions, deductibles, valuation, claims, and payment. Echelon is not the insurer and does not guarantee claim payment.

7. Cargo Loss, Damage, Delay, and Claims

7.1 Responsible Carrier. Claims for cargo loss, damage, shortage, contamination, delay, or theft caused during physical transportation are ordinarily claims against the responsible Carrier and its insurer. Echelon will use commercially reasonable efforts to assist Customer with presenting and following up on a properly documented claim, but Echelon does not guarantee the Carrier’s or insurer’s acceptance or payment of the claim.

7.2 Prompt Notice. Customer must notify Echelon promptly after discovering a loss, damage, shortage, temperature excursion, contamination concern, seal discrepancy, or delivery exception. Prompt notice is intended to preserve evidence and allow Echelon to assist; it does not shorten a legally applicable claim-filing period against the Carrier. Formal claims must be filed within the time allowed by applicable law, the controlling bill of lading, and the Carrier’s governing terms.

7.3 Claim Documentation. A claim should include, as applicable:

• Echelon shipment number, bill of lading, delivery receipt, and proof of delivery;

• a written statement of the amount claimed and how it was calculated;

• commercial invoice, replacement-cost support, and evidence of ownership or financial interest;

• dated photographs, inspection reports, exception notations, temperature data, seal records, and chain-of-custody records;

• repair, salvage, disposal, quarantine, destruction, or mitigation documentation; and

• any additional information reasonably requested by Echelon, the Carrier, or the insurer.

7.4 Preservation and Mitigation. Customer must preserve damaged or questionable cargo and packaging, allow reasonable inspection, take commercially reasonable steps to mitigate loss, and avoid disposal, destruction, or salvage without authorization from the responsible Carrier or insurer, except when immediate action is required by law, safety, or product-quality controls. Customer must document any emergency disposition.

7.5 Charges Remain Payable. Freight and service charges are earned when transportation begins and remain payable notwithstanding a pending cargo claim. Customer may not deduct, offset, or withhold freight charges because of a cargo claim unless Echelon agrees in writing.

7.6 Claims Contact. Claims and supporting documents must be sent by email to sd@echelonamerica.com or by mail to Echelon Logistics LLC, 5019 Chase Ave., Downers Grove, IL 60515, or to another contact designated by Echelon in writing.

8. Echelon Liability and Disclaimer of Damages

8.1 Echelon’s Own Conduct. Echelon is responsible only for direct damages proven to have been caused by Echelon’s material breach of these Terms or Echelon’s negligent performance of its brokerage Services. Echelon is not liable as a motor carrier and is not responsible for a Carrier’s acts or omissions merely because Echelon arranged the transportation.

8.2 Liability Cap. To the maximum extent permitted by law, Echelon’s aggregate liability arising from or relating to any one shipment or related series of shipments will not exceed the lesser of: (a) the actual direct damages proven by Customer; or (b) fifty dollars ($50.00). This cap does not apply to Echelon’s fraud or willful misconduct and does not expand any duty or liability that would not otherwise exist.

8.3 Excluded Damages. Neither party will be liable to the other for lost profits, loss of market, loss of business opportunity, business interruption, loss of goodwill, or indirect, incidental, special, exemplary, consequential, or punitive damages, even if advised that such damages were possible. This exclusion does not limit Customer’s obligation to pay freight charges, accessorial charges, collection costs, indemnity obligations, or amounts arising from Customer’s fraud or willful misconduct.

8.4 No Implied Warranties. Except for obligations expressly stated in these Terms or a higher-priority signed agreement, Echelon makes no express or implied warranty regarding the Services, including any warranty of merchantability, fitness for a particular purpose, uninterrupted service, delivery by a specific time, or the availability of particular equipment or capacity.

9. Rates, Credit, Payment, and Accessorial Charges

9.1 Credit Approval. Credit terms and limits are subject to Echelon’s approval and may be changed or withdrawn based on payment history, credit information, financial condition, shipment value, or other reasonable business considerations. Customer authorizes Echelon to obtain commercial credit information and agrees to provide financial information reasonably requested by Echelon.

9.2 Payment Terms. Unless Echelon agrees otherwise in writing, invoices are due net thirty (30) days from the invoice date. An invoice is deemed accepted unless Customer submits a specific written dispute within seven (7) business days after receipt. Customer must pay all undisputed amounts when due.

9.3 Late Charges and Collection. Past-due amounts accrue a service charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. Customer must reimburse Echelon for reasonable collection costs, court costs, and attorneys’ fees incurred to collect undisputed or finally adjudicated amounts.

9.4 No Setoff; Third-Party Payment. Customer may not reduce, defer, or offset amounts owed to Echelon based on a cargo claim, counterclaim, or dispute involving another Shipment. Customer remains responsible for payment even if it directs Echelon to bill a third party or pays another broker, forwarder, shipper, consignee, or intermediary.

9.5 Accessorial and Additional Charges. Customer is responsible for charges caused by Customer, shipper, consignee, facility, commodity, or changed instructions, including detention, layover, truck ordered not used, cancellation, redelivery, reconsignment, additional stops, storage, demurrage, chassis or container use, trailer detention, lumper fees, driver assist, inside delivery, after-hours service, tolls, permits, escorts, washout, cleaning, reefer fuel, pallet exchange, failed delivery, return transportation, expedited recovery, and similar charges. Echelon will provide available supporting documentation when reasonably obtainable.

9.6 Suspension. Echelon may suspend Services, require prepayment, or reduce credit if Customer is past due, exceeds its credit limit, experiences a material adverse financial change, or presents an unreasonable credit or fraud risk.

10. Cancellations, Delays, and Delivery

10.1 Estimates. Pickup, transit, and delivery times are estimates unless a signed writing expressly identifies a guaranteed service and remedy. Echelon is not liable for delay caused by Customer, shipper, consignee, facility congestion, inspection, customs, weather, road closure, mechanical failure, governmental action, labor disruption, emergency, or other circumstance outside Echelon’s reasonable control.

10.2 Cancellation. Customer is responsible for cancellation, truck ordered not used, repositioning, deadhead, permit, hotel, team-driver, or other nonrecoverable cost incurred after a Carrier has been dispatched or committed. Cancellation terms stated in a quotation or rate confirmation control for that Shipment.

10.3 Delivery Instructions. Changes to destination, consignee, delivery date, routing, release, or payment instructions must be provided through an authorized and verifiable Customer contact. Echelon may pause performance while verifying unusual or inconsistent instructions and is not responsible for resulting delay when verification is reasonably necessary to prevent fraud or theft.

11. Fraud Prevention, Cybersecurity, and Payment Instructions

11.1 Verification. Customer must independently verify suspicious or unexpected communications involving pickup identity, carrier substitution, routing, delivery release, bank account changes, wire instructions, or other sensitive information. Customer should use a known telephone number or previously verified contact method rather than replying only to the communication being questioned.

11.2 Security Events. Customer must immediately notify Echelon of suspected phishing, impersonation, identity theft, unauthorized rebrokering, account compromise, or fraudulent instructions relating to a Shipment or payment. Echelon may suspend the Shipment or payment process while investigating.

11.3 Payment Changes. No change to Echelon’s payment instructions is valid unless verified through an Echelon contact already known to Customer or through another verification method designated by Echelon. Echelon is not responsible for funds sent to an unauthorized account when Customer fails to complete reasonable verification.

12. Confidentiality and Shipment Data

12.1 Confidential Information. Each party will use commercially reasonable measures to protect the other party’s nonpublic business information, including rates, customer information, routing, shipment value, security procedures, facility information, quality documents, and tracking data. Confidential information may be disclosed to Carriers, insurers, claims professionals, service providers, auditors, attorneys, regulators, or other parties with a need to know for performance, compliance, or enforcement.

12.2 Exclusions. Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, rightfully received from another source, or required to be disclosed by law, subpoena, court order, or governmental request.

12.3 Records. Echelon may create and retain shipment, transaction, communication, tracking, and claims records as required for operations, compliance, audit, and legal purposes. Customer authorizes Echelon to share necessary Shipment information with Carriers and service providers involved in performing the Services.

13. Lien and Security Rights

To the extent permitted by law, Echelon has a general contractual lien on Shipments and related documents in the possession or control of Echelon or a Carrier for amounts owed by Customer relating to the current Shipment or prior Shipments. Before directing a hold, Echelon will provide written notice when commercially practicable. Customer is responsible for resulting unloading, storage, redelivery, temperature-control, security, and handling costs. If Customer does not make satisfactory payment arrangements or provide adequate security within thirty (30) days after notice, Echelon may pursue commercially reasonable remedies permitted by law. Perishable, regulated, controlled, or temperature-sensitive cargo will be handled in a manner reasonably intended to comply with applicable law and protect health and safety.

14. Indemnification

Customer will defend, indemnify, and hold harmless Echelon and its officers, employees, agents, and affiliates from third-party claims, penalties, fines, losses, damages, liabilities, and reasonable attorneys’ fees arising from: (a) Customer’s breach of these Terms; (b) inaccurate or incomplete Shipment information; (c) improper packaging, labeling, loading, blocking, bracing, count, weight, or securement performed by Customer, shipper, or consignee; (d) hazardous, illegal, prohibited, contaminated, adulterated, or regulated goods; (e) Customer-provided temperature, quality, security, routing, release, or handling instructions; (f) acts or omissions of Customer, shipper, consignee, supplier, or cargo owner; or (g) Customer’s violation of law. This indemnity does not apply to the extent a final judgment determines that the claim was caused by Echelon’s fraud, willful misconduct, or negligence.

15. Force Majeure

A party is excused from delay or failure to perform, other than Customer’s payment obligations, to the extent caused by circumstances beyond its reasonable control and without its fault, including severe weather, natural disaster, fire, epidemic, pandemic, public-health restriction, war, terrorism, civil disturbance, strike, labor disruption, cyberattack, utility failure, road closure, equipment shortage, fuel shortage, governmental action, border or customs delay, or similar event. The affected party will use commercially reasonable efforts to provide notice and resume performance.

16. Law, Venue, and Time to Bring Claims

16.1 Governing Law and Venue. These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law principles. Any action arising from Echelon’s brokerage Services or these Terms must be brought exclusively in a state court located in DuPage County, Illinois, or the United States District Court for the Northern District of Illinois, and each party consents to personal jurisdiction and venue in those courts.

16.2 Time Limit for Claims Against Echelon. To the maximum extent permitted by law, any action against Echelon arising from or relating to a Shipment or the Services must be filed within one (1) year after the date of delivery, scheduled delivery, or the event giving rise to the claim, whichever occurs first. This provision applies to claims against Echelon as a broker and does not shorten any nonwaivable period applicable to a claim against a Carrier.

16.3 Collection and Enforcement. Echelon may bring an action to collect unpaid charges or enforce a judgment in any jurisdiction where Customer is located or has assets. The prevailing party in an action to enforce these Terms is entitled to recover reasonable attorneys’ fees and costs, except where prohibited by law.

17. Amendments, Authority, and Website Updates

17.1 Authorized Amendments. No modification, waiver, or special contract term is binding on Echelon unless it is in writing and signed by Echelon’s Chief Executive Officer, President, Chief Financial Officer, General Counsel, or another officer expressly authorized in writing. Sales, operations, and customer-service personnel may quote rates and accept Shipment-specific operating instructions, but they may not waive or amend these Terms unless separately authorized in writing.

17.2 Prospective Updates. Echelon may update these Terms prospectively by posting a revised version at the designated website location or providing written notice. The version in effect when Customer tenders a Shipment governs that Shipment unless the parties agree otherwise in writing. No update applies retroactively to a Shipment already in transit.

17.3 Waiver. A failure or delay in enforcing a provision is not a waiver. A waiver is effective only for the specific instance and purpose stated in writing.

18. General Provisions

18.1 Assignment. Customer may not assign these Terms or any right or obligation arising from the Services without Echelon’s prior written consent. Echelon may assign these Terms to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all related assets.

18.2 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

18.3 Entire Agreement. These Terms and the documents identified in Section 2.4 constitute the complete agreement concerning the Services and supersede prior or contemporaneous oral statements concerning the same subject, except for fraud or intentional misrepresentation.

18.4 Notices. Operational notices may be sent by email, portal, electronic data interchange, or other ordinary business method. Legal notices to Echelon must be sent to Echelon Logistics LLC, 5019 Chase Ave., Downers Grove, IL 60515, with a copy by email to sd@echelonamerica.com. Legal notices to Customer must be sent to the address or email designated by Customer in a signed agreement, credit application, or other written notice.

18.5 Headings. Headings are for convenience only and do not limit the meaning of any provision.

END OF TERMS