APPENDIX 40

GENERAL PROVISIONS—ALL TRANSPORTATION

1. General Delivery Process. The date by which each Shipment must be delivered will be specified on the Bill of Lading, via the Calavo Transportation Management System (TMS) (facilitated/hosted by RWI Logistics), or via other shipping document furnished to Broker by Calavo at the time Shipment is tendered.  Broker or Broker’s Carrier is required to call or email the Consignee or access the respective website for consignee appointment scheduling of each Shipment to obtain a delivery appointment time on the requested delivery date (“RDD”) unless Calavo obtains the delivery appointment (Note:  The RDD is supplied by the Consignee.)  Every effort should be made by Broker and Broker’s Carrier to comply with the Consignee’s RDD.  If the Broker or Broker’s Carrier believes that it will be unable to comply with the RDD, it will so advise Calavo/RWI Logistics team and specify the date and time by which it estimates that it will be able to deliver the Shipment.
2. Service Requirements.
   1. Broker and Broker’s Carrier shall provide load status updates through the RWI Logistics TMS Carrier Portal, EDI or other shipment tracking methods offered by RWI Logistics, including actual arrival and departure times. For each Shipment received for transportation, Broker and Broker’s Carrier shall be able to provide daily transit information including, but not limited to Shipment location, log of “check-in calls,” estimated times of arrival / departure, and arrival / departure times for detention and demurrage purposes.
   2. Broker and Broker’s Carrier will promptly transmit to Calavo via EDI, World Wide Web, or other means as directed by Calavo, such Shipment information, including, but not limited to status requirements, order information and claim data. Failure to comply with the requirements of this Section may result in non-payment of related Freight Charges. Information for status codes as outlined in this Section (b) is required to be input for each Shipment.
      1. Status Codes:
         • Scheduled pick-up appointment date and time – at the shipping location – required to have delivery appointment date and time at destination prior to making pick-up appointment.
         • Scheduled delivery appointment date and time – at the destination for each delivery stop – required at least 24 hours prior to shipment date/time of pick up appointment.
         • Actual arrival date and time at the origin and each destination – required to include reason code for any missed appointment with delivery status within 30 minutes of the event. Reason codes include but are not limited to:
           • A2 – Incorrect Address Delay
           • AG – Estimated Delivery
           • AL – Previous Stop Related Delay
           • BQ – Shipment Overweight
           • CF – Customer Required Future Delivery Date
           • CR – Calavo Related Delay
           • DE – Delay at Loading or Unloading
           • DR – Driver Related Delay
           • ES – En Route to Shipper
           • MB – Mechanical Breakdown
           • RC – Refused by Customer
           • WE – Weather Prevented Movement
           • X6 – En Route to Delivery Location
         • Actual departure date and time from the origin and each destination – time of completed unload/time of delivery required within 30 minutes of the event.
   3. On-time pickup to appointment target- defined by Calavo Key Performance Indicators (KPIs) outlined in Calavo’s monthly carrier scorecard or other measurable report.
   4. On-time delivery to original customer RDD and appointment time target – defined by Calavo Key Performance Indicators (KPIs) outlined in Calavo’s monthly broker scorecard or other measurable report. If Broker’s performance falls below Calavo’s target on-time delivery percentage goals for two consecutive periods (months), Calavo reserves the right to suspend Broker and/or remove Broker from awarded shipping lanes as deemed necessary.
   5. Tender acceptance target- defined by Calavo Key Performance Indicators (KPIs) outlined in Calavo’s monthly broker scorecard or other measurable report.

2. Response to Tenders. Broker shall provide Calavo acceptance or rejection of any tender within 60 minutes of the tender during business hours.  Tenders are deemed revoked or withdrawn if formal acceptance is not delivered to Calavo within this predefined time period of the tender; provided, however, Calavo may, in its discretion, allow late acceptance if expressly consented to by Calavo under the particular circumstances.  Broker and Broker’s Carrier shall, in any event, be deemed to have accepted the tender when Broker, Broker’s Carrier or their agent takes possession, custody or control of the Shipment.
3. Accidents, Loss or Stolen Product/Shipment. In the event of an accident, loss, product tampering or adulteration, or theft while Broker or Broker’s Carrier is in possession of Calavo’s products/Shipment, Broker or Broker’s Carrier will notify the OS&D Contact immediately by telephone or email and confirm in writing the known details of the incident.  Copies of police reports should immediately be forwarded to the OS&D Contact.
   1. Notification of accident, loss, product tampering or adulteration, or theft should include, as applicable:
      • Broker and Broker’s Carrier name, driver name (if applicable), telephone number(s), order number, and Bill of Lading for the Shipment.
      • Origin of Shipment—Address, City, State.
      • Destination of Shipment—Address, City, State.
      • Exact location trailer/container/product was last seen.
      • Details of how and why trailer/container/product was involved in incident.
      • Location, date and time when trailer/container/product was involved in incident.
      • Detailed description of the trailer/container, vehicle identification numbers of the tractor and trailer, trailer number, make and model of tractor and trailer (markings, license plate, value, etc.) (if applicable).
      • Type of locking mechanism (padlock, seal)
      • Amount and description of product involved by SKU.
      • The name, phone number of law enforcement agency and report number. Broker or Broker’s Carrier shall notify law enforcement and file a report.
   2. When/if product is recovered, Broker or Broker’s Carrier shall notify the appropriate OS&D Contact and have as much of the following information available as possible:
      • The OS&D ticket number that was assigned when the incident was first reported.
      • Details of where, how, and when product was recovered.
      • Details of who found the product, e.g., name, telephone number, company.
      • Details of product recovered, e.g., description, amount (cases/weight/pallets).
      • Condition of recovered product (visible exterior).
      • Current location of product (address, telephone number, contact party).
      • Name and phone number of the law enforcement agency notified, if any.
      • Seal integrity (intact, breached, missing entirely).

4. Temperature Deviation Incidents. In the event of a deviation from the temperature range specification for the Shipment while Broker or Broker’s Carrier is in possession of Calavo’s products/Shipment, Broker or Broker’s Carrier will notify the OS&D Contact immediately by telephone or email and confirm in writing the known details of the incident.  Notification of temperature deviation should include, as applicable:
   • Broker and Broker’s Carrier name, driver name (if applicable), telephone number(s), order number, and Bill of Lading for the Shipment.
   • Origin of Shipment—Address, City, State.
   • Destination of Shipment—Address, City, State.
   • Details of how and why the temperature deviation occurred.
   • Location, date and time when the temperature deviation was detected.
   • Detailed description of the any data from a temperature sensor, door sensor or other Telematics device relating to the temperature deviation.
   • If available, provide temperature report (e.g., data from refrigeration unit or temperature recording device).
   • Amount and description of product involved by SKU.
   • Details of any proposed or implemented corrective action.

5. Returns. When it is necessary to return to the Calavo refused, rejected or undelivered Shipments transported under rates and provisions named in this Agreement, Broker or Broker’s Carrier shall contact Calavo for disposition and will be compensated based on rates included in this Agreement or authorized in writing.
6. Proof of Delivery. Proof of delivery (“POD”) information (IMAGE or EDI) is required to be sent via email to Calavo_AP@calavo.com at no additional cost to Calavo.
7. Drop Trailers. Broker shall provide “drop” trailers to Calavo at each of its shipping facilities (when applicable) in a mutually agreed number.  Trailers must have at least ¾ tank upon arrival at Calavo Facility. Broker shall, and shall require Broker’s Carrier to, agree that Calavo cannot ensure that trailers and contents will be secure when left at Calavo Facility and that Calavo does not assume liability for loss or damage.  Broker and Broker’s Carrier assumes all risk and liability for trailers and contents left at Calavo Facility or 3^rd party warehouse.  Calavo reserves the right to load drop trailers up to 24 hours in advance of Shipments.
8. Drop Lots. The use of unsecured drop lots by Broker or Broker’s Carrier is strictly prohibited. A secured lot is defined as a parking facility or terminal that has a security presence with perimeter security fencing, and lockable or manned security gates and entrances that control unauthorized entry.  Tractors and trailers are to be secured any time the driver is out of the vehicle.
9. General Container, Trailer, and Rail Car Security. Procedures must be in place to verify the physical integrity of all containers, trailers, and rail cars structure prior to loading, to include the reliability of the locking mechanism of the doors.  Security of the trailer or container is critical in order to minimize the risk of product tampering, theft, and smuggling.
10. Inbound Seal Requirements.
    1. All inbound Shipments must be received with a high security, tamper evident, sealed trailer or container. A door seal must be applied to each trailer door at the point of origin and imprinted with a number that is noted on the manifest or Bill of Lading.
    2. Seals should not be broken by drivers on direct Shipments from supplier to Calavo. Seals must be intact and will only be removed by an authorized person at the Calavo Facility.  This may be security, receiving personnel, or the driver under the personal observation of either security or receiving.
    3. Multi-stop loads do not require additional seals. Trailers need to be secured to protect the freight of the remaining stops.
11. Outbound Seal Requirements.
    1. All outbound Shipments must be sealed with a high security, tamper evident, sealed trailer or container. A door seal must be applied to each trailer door at the point of origin and imprinted with a number that is noted on the manifest or Bill of Lading.
    2. Calavo will supply the seals to be used for all stops on all Shipments.
    3. All seals must be secured at each site in a secure location to prevent theft. Only designated employees should distribute seals for integrity purposes.  If a pickup carrier refuses to allow a seal(s) to be applied then this should be noted on the Bill of Lading.
    4. Seals should not be broken by drivers on direct Shipments to the Consignee. Seals must be intact and will only be removed by an authorized person at the Consignee.  This may be security, receiving personnel, or the driver under the personal observation of either security or receiving.  If the seal needs to be broken prior to arrival at the Consignee refer to Section 14 of this Appendix.
12. Continuous Seal Record.
    1. Broker or Broker’s Carrier must maintain a complete and continuous seal record of movements on the Bill of Lading or other documentation supplied by Calavo when seals are changed or broken from the origin to the final destination for all multi-stop Shipments. This record should be signed and dated at each stop by the receiver(s).
    2. Seals should not be broken by Broker or Broker’s Carrier on Shipments that are not multiple stop Shipments. Seals must remain intact and should only be broken by security officers or receiving dock personnel (or equivalent) upon delivery.  Seals will be inspected for signs of illegal release of the seal and its remounting prior to its removal.
    3. If the seal needs to be broken by Broker or Broker’s Carrier prior to final delivery, Broker or Broker’s Carrier shall notify Calavo immediately by telephone or email to get authorization prior to breaking the seal.
    4. Broker or Broker’s Carrier shall immediately notify Calavo’s traffic department or claims department if a Consignee refuses to comply with this procedure. Failure to follow these procedures will result in a freight claim filed against the Broker or Broker’s Carrier in the event of product shortages or damage or loss due to product tampering or contamination.
13. Ocean Container Service Providers (“OCSP”). All seal requirements apply to OCSP.  Seal numbers must be forwarded to the Consignee via fax, e-mail or courier within 24 hours of the vessel departure from the port.  OCSP is to maintain a record of such notices for a period of 12 months.
14. Seal Dispute Resolution. If a seal is broken prior to final delivery or the seal number does not match what is notated on the Bill of Lading follow the steps outlined below.
    1. Inspect load for any foreign substances on the surface of the pallet loads; if load appears in good condition, unload product and set aside until the other steps of the process are completed.
    2. Contact the quality assurance representative (“QA Representative”) from the origin location and report condition of the load.
    3. Request disposition/authorization on the particular load in question.
    4. If samples are required, obtain samples and return them to the Calavo requested location to test. Place the product on HOLD status.
    5. If the customer refuses to receive the Shipment, the Broker or Broker’s Carrier must notify the Calavo immediately and arrangements will be made to return the load or route it to the nearest secure facility using normal communication procedures. OS&D information will be captured using existing processes for the Calavo.
    6. If the customer or Broker’s Carrier deems that the Shipment is contaminated with an unknown substance, the customer will notify Calavo’s customer service call center. Arrangements will be made to secure the load at an attended/guarded facility.  The QA Representative will be notified to coordinate further handling.  Necessary arrangements for product tests will be determined as deemed appropriate.
    7. The Broker, Broker’s Carrier and QA Representative will evaluate and contact local, state and federal authorities as determined to be appropriate.
    8. Contact the appropriate contact and advise of status of load.
15. Deviations On Seal Procedures. Deviations are allowed in the following situations:
    1. Seal requirements do not apply to shipments utilizing open bed trailers..
    2. The DOT breaks the original seal to conduct an inspection. Broker or Broker’s Carrier will notify Calavo prior to DOT breaking the seal.  The driver should request a seal from the DOT, notify Calavo of the new seal and receive signed documentation from DOT.
    3. Customs and Border Protection (“CBP”) breaks the original seal at an international border crossing or port. Broker or Broker’s Carrier will notify Calavo prior to CBP breaking the seal.  The driver should request a customs seal, notify Calavo of the new seal and receive signed documentation from CBP.
    4. The Broker or Broker’s Carrier must note the seal deviation on the Bill of Lading and/or the POD and reseal the trailer or container with another high security, tamper evident seal.
16. Revision of Procedures. These General Procedures may be revised from time to time by Calavo, in is sole discretion, and communicated to Broker.