GENERAL TERMS & CONDITIONS 

Cargotrans Inc., dba GMX ConsultPro and GMX Logistics

Miami, Florida, USA | V09/2026

These General Terms & Conditions ("Terms") apply to all consulting, advisory, support, facilitation and related professional services provided by Cargotrans Inc., a Florida corporation, doing business as GMX ConsultPro and GMX Logistics (collectively, "GMX" or "Consultant"), to its business clients ("Client").

Services may include, without limitation, C-suite and senior management advisory, strategic and business development advisory, management coaching, business opportunity and transaction-related advisory, market-entry and commercial advisory, logistics and supply-chain consulting, project and interim advisory, introductions to business contacts and professional service providers, and other related consulting and advisory services ("Services").

These Terms apply to all Services unless otherwise expressly agreed in writing.

The specific scope, objectives, deliverables, timing and compensation for an assignment shall be set forth in an engagement letter, proposal, statement of work, written confirmation or other agreement between GMX and the Client (the "Engagement").

Each Engagement is governed by these Terms. In the event of a conflict, the terms of the Engagement shall control solely with respect to that Engagement.

No particular commercial, financial, operational or other result is promised or guaranteed unless expressly stated in the Engagement.

GMX provides independent consulting and advisory services and acts as an independent contractor. GMX shall not be deemed an employee, partner, joint venturer, fiduciary or agent of the Client.

Unless expressly authorized in writing, GMX has no authority to enter into agreements, incur obligations or make commitments on behalf of the Client. All business, management, investment, transaction and other decisions remain exclusively the responsibility of the Client.

The Client shall provide GMX with timely access to information, documents, personnel and other resources reasonably required to perform the Services.

GMX shall be entitled to rely upon information and representations supplied by the Client and by third parties, including prospective buyers, sellers, businesses, management, advisers, business partners and other sources, without independent verification.

Unless expressly agreed otherwise in writing, GMX does not audit, investigate, certify or warrant the accuracy, completeness or reliability of such information and shall not be responsible for errors, omissions, inaccuracies or misrepresentations contained therein.

The Client remains solely responsible for conducting such financial, legal, tax, accounting, commercial, operational, technical, regulatory and other due diligence as the Client considers appropriate and for independently evaluating all information relevant to its decisions.

GMX shall not be liable for loss resulting from inaccurate, incomplete, misleading or omitted information supplied by the Client or any third party, except to the extent otherwise required by applicable law.

In connection with the Services, GMX may identify or discuss potential business opportunities and may introduce the Client to prospective business partners, purchasers, sellers, investors, advisers or other third parties.

Unless expressly agreed otherwise in writing, GMX acts solely in an advisory, facilitative and introductory capacity and is not responsible for conducting due diligence, negotiating or documenting a transaction, or providing legal, tax, accounting, investment or other regulated professional services.

The Client and the other parties remain solely responsible for independently evaluating any opportunity, conducting appropriate due diligence, obtaining professional advice and determining whether and on what terms to proceed with any transaction.

GMX makes no representation or warranty regarding any third party, business opportunity or transaction, or the accuracy or completeness of information supplied by others. Any transaction-specific compensation, including retainers, success fees or other contingent compensation, shall be governed by the applicable Engagement.

Fees and compensation shall be specified in the applicable Engagement and may consist of hourly or daily rates, fixed fees, retainers, success-based compensation or combinations thereof.

Reasonable travel and other out-of-pocket expenses incurred in connection with an Engagement may be charged to the Client where agreed or reasonably necessary for the Services.

Invoices are payable within the period stated in the applicable Engagement or invoice. GMX may suspend Services where undisputed amounts remain materially overdue.

Each party shall maintain the confidentiality of non-public business, financial, commercial, technical and other confidential information received from the other party and shall use such information only for purposes related to the Engagement.

This obligation shall not apply to information that is publicly available through no breach of this obligation, was lawfully known to the receiving party before disclosure, is lawfully obtained from a third party without confidentiality restrictions, or is required to be disclosed by law or legal process.

A separate confidentiality or non-disclosure agreement, if executed, shall control in the event of a conflict with this Section.

Upon full payment of all amounts due under an Engagement, the Client may use reports, analyses, presentations and other deliverables specifically prepared for the Client for the purposes contemplated by the Engagement.

GMX retains all rights in its pre-existing materials, methodologies, concepts, models, templates, processes, know-how, experience and other intellectual property and may continue to use general knowledge, skills, methods and experience developed or utilized in performing the Services, provided that Client confidential information is not disclosed.

Unless expressly agreed otherwise and legally permitted, GMX does not provide legal, tax, audit, accounting or regulated investment services. Any observations concerning such matters are incidental to the Services and are not a substitute for advice from appropriately qualified and licensed professionals.

The Client is responsible for obtaining its own professional advice where appropriate.

Consulting and advisory Services necessarily involve professional judgment, assumptions and circumstances outside GMX's control. GMX therefore makes no representation or warranty that any recommendation, strategy, introduction, negotiation, business plan, opportunity or other course of action will produce a particular result.

The Client acknowledges that business and transaction decisions involve inherent risks and that the Client retains responsibility for evaluating and accepting those risks.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CARGOTRANS INC., DOING BUSINESS AS GMX CONSULTPRO AND GMX LOGISTICS ARISING OUT OF OR RELATING TO ANY ENGAGEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE TOTAL CONSULTING FEES ACTUALLY PAID BY THE CLIENT TO GMX FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL GMX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL OR ANTICIPATED SAVINGS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES WAS KNOWN OR FORESEEABLE.

The limitations contained in this Section constitute an agreed allocation of risk between the parties and are reflected in the compensation charged for the Services. Nothing in these Terms shall exclude or limit liability to the extent such liability cannot lawfully be excluded or limited under applicable law.

The Client acknowledges that all Services are contracted with and provided through Cargotrans Inc., doing business as GMX ConsultPro and GMX Logistics.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CLIENT'S RECOURSE WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO AN ENGAGEMENT SHALL BE AGAINST CARGOTRANS INC., DOING BUSINESS AS GMX CONSULTPRO AND GMX LOGISTICS ONLY AND NOT AGAINST ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, REPRESENTATIVES OR AGENTS IN THEIR INDIVIDUAL CAPACITIES.

No such individual shall have personal contractual liability to the Client solely by reason of performing or assisting in the performance of Services on behalf of GMX.

The Client is responsible for the accuracy and lawful use of information, instructions and materials supplied by or on behalf of the Client.

To the extent permitted by applicable law, the Client shall indemnify and hold harmless Cargotrans Inc., doing business as GMX ConsultPro and GMX Logistics and its officers, directors, employees and representatives from third-party claims, liabilities, losses and reasonable costs arising from materially inaccurate or misleading information supplied by the Client, unlawful instructions or conduct of the Client, or the Client's unauthorized or unlawful use of GMX's work product, except to the extent caused by conduct for which GMX may not lawfully disclaim responsibility.

Either party may terminate an Engagement in accordance with the terms of the applicable Engagement or, where no termination provision is specified, upon reasonable written notice.

Termination shall not affect the Client's obligation to pay fees and expenses accrued through the effective date of termination or any success fee, tail provision or other compensation obligation that expressly survives under the applicable Engagement.

Provisions concerning confidentiality, intellectual property, payment obligations, limitations of liability, indemnification and dispute resolution shall survive termination to the extent applicable.

These Terms and each Engagement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, unless expressly agreed otherwise in the applicable Engagement.

Subject to any arbitration or alternative dispute-resolution provision contained in an Engagement, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Miami-Dade County, Florida, for disputes arising out of or relating to the Services, these Terms or an Engagement.

Neither party may assign an Engagement without the prior written consent of the other party, except that GMX may assign an Engagement in connection with a merger, reorganization, sale or transfer of substantially all of its relevant business or assets.

Neither party shall be liable for delay or failure in performance resulting from circumstances beyond its reasonable control.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law. Failure to enforce any provision shall not constitute a waiver of that provision.

Electronic communications and electronic signatures may be used in connection with Engagements and shall have the same effect as written communications and signatures to the extent permitted by applicable law.

These Terms, together with the applicable Engagement, constitute the agreement of the parties concerning the subject matter of the Engagement and supersede prior general understandings concerning that subject matter.

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