Flexport Rail & Multimodal Freight Forwarding Terms & Conditions

These General Terms and Conditions apply to all rail, intermodal and multimodal activities of Flexport International LLC, its subsidiaries, affiliates, agents and subcontractors, hereinafter "Flexport" and “Company” and apply to all quotes. By requesting or accepting goods or services from Flexport, the Customer agrees to the following terms and conditions of service (“Terms and Conditions”).

Flexport may from time to time change these Terms and Conditions. Any changes are effective immediately upon publication on our website at www.flexport.com/terms.

Flexport Privacy Policy: www.flexport.com/privacy.

Flexport Rail & Multimodal Freight Forwarding Terms & Conditions

In providing rail, intermodal and multimodal services to its clients, Flexport is acting solely as agent for / freight forwarder arranging rail transport services for its customers, which will be executed by independent rail carriers. These terms do not apply to any rail carriage pursuant to and under the terms of an ocean bill of lading issued by ocean carrier.

1. Definitions.
   “Agreement” An agreement is considered to be made if the offer for services is accepted by the Customer and insofar the Company has confirmed these in writing or the Company has started to perform the services.

“Carriage” means the whole or any part of the operations and services of whatsoever nature undertaken by the Carrier in relation to the containers, including but not limited to the loading, unloading, storage, warehousing and handling of the container(s) for the international carriage of goods between Asia and Europe by rail, including rail-sea and road traffic.

“Carrier” means the independent rail carrier, direct trucking companies, steamship line or direct airline contracted for the execution of the transport.

“CIM (COTIF)” means the Convention and Uniform Rules concerning International Carriage by Rail as modified by the Vilnius Protocol 1999.

“CMR” means the Convention on the contract for the international carriage of goods by road, signed at Geneva on 19 May 1956.

“Company” means Flexport International LLC, its subsidiaries, affiliates, agents and subcontractors, including Flexport’s Chinese entities (‘Flexport’) none of which is a Carrier.

“Customer”: means any person, whether themselves an agent or a principal, at whose request or on whose behalf the Company provides a service. Customer includes the shipper, the consignee and any person owning, entitled to or claiming the possession of the goods.

“FCL” Full Container Load refers to the transport of full containers received by the Company sealed and in apparent good order.

“Goods” includes the whole or any part cargo and any container including any packing or packing materials not supplied by or on behalf of the Company, in respect of which the Company provides a service.

“Hague-Visby Rules” means the provisions of the Hague Rules 1924 as Amended by the Protocol adopted at Brussels on 23 February 1968, and 21st December 1979 (SDR Protocol) where applicable. Notwithstanding anything to the contrary herein it is expressly agreed that nothing herein shall contractually apply the Hague-Visby Rules and they shall apply only when compulsorily applicable.

“Intermodal Shipments” mean the movement of cargo from origin to destination using several modes of transportation wherein each leg of the supply chain will require an independent contract and transportation document.

“LCL” Less than Container Load refers to the transport of Goods received loose for consolidation with other goods and loaded in a container for transport.

“Montreal Convention” means the Convention for the Unification of Certain Rules for International Carriage by Air, done at Montreal on 28 May 1999.

“Multimodal Shipments” means a shipment in which the shipper requests one contract of carriage to be negotiated by the freight forwarder for the entire shipment (even though the shipment from origin to destination will use several modes of transportation) thereby resulting in one house bill of lading.

“Services” all activities and work, in any form and by whatever name, including those performed by the Company for or on behalf of the Customer.

“SMGS” means Agreement on International Goods Transport by Rail in force from 1 November 1951 and subsequent amendments. Hague Rules: means the provisions of the International Convention for the Unification of Certain Rules relating to Bills of Lading signed at Brussels on 25 August 1924 with the express exclusion of Article 9.

“Warsaw Convention” means the Unification of certain rules relating to the international carriage by air, as amended.

1. Obligations of the Customer. (a) The Customer warrants that it has reasonable knowledge of its business, including (without limitation) the terms of sale and purchase of the Goods and their carriage by rail. (b) The Customer warrants that it is either the owner or the authorized agent of the owner of the Goods and that it is authorized to accept for itself and as agent for the owner of the goods. (c) The “consignment note”, “Bill of Lading” or “Rail Waybill” issued by the Carrier or Forwarder Certificate of Receipt (FCR)” issued by Company shall be prima facie evidence of the receipt by the Carrier in apparent good order and condition, except as otherwise noted, of the total number of Containers (d) No representation is made by the Company as to the weight, contents, measure, quantity, quality, description, condition, temperature, marks, numbers or value of the Goods and the Company shall be under no responsibility whatsoever in respect of such description or particulars. (e) The Customer warrants to the Company that the particulars relating to the goods packed in the container(s) as set out in the Consignment Note have been checked by or on behalf of the Customer on receipt and that such particulars, and any other particulars furnished by or on behalf of the Customer, are adequate and correct. The Customer warrants that the Goods are safely and securely packed in the Container. (f) The Customer also warrants that the Goods are lawful Goods, contain no contraband, drugs, other illegal substances or stowaways, and that any hazardous or potentially dangerous characteristics of the Goods have been fully disclosed by or on behalf of the Customer and that they will not cause loss, damage or expense to the Company, or to any other cargo, containers, transportation vehicles or person during the carriage. (g) If any particulars of any letter of credit and/or import license and/or sales contract and/or invoice or order number and/or details of any contract to which the Company is not a party are shown on the front hereof, such particulars are shown at the sole risk of the Customer and for his convenience. The Customer agrees that such particulars shall not be regarded as a declaration of value, it shall in no circumstances whatsoever increase the Company’s liability and the Customer agrees to indemnify and to keep harmless the Company for any increased liability so caused, including reasonable legal expenses and costs. (h) The Customer shall comply with all laws, regulations or requirements of customs, port and other authorities, and shall bear and pay all duties, taxes, fines, imposts, expenses or losses (including, without prejudice to the generality of the intended shipment and for any additional carriage undertaken), incurred or suffered by reason thereof, or by reason of any illegal, incorrect or insufficient declaration, marking, numbering or addressing of the Goods, and shall indemnify the Company in respect thereof, including reasonable legal expenses and costs. (i) The Customer remains at all times jointly and severally liable for the payment of the invoices of Flexport International LLC. If at the Customer's request, the costs must be charged to the party with the payment obligation for those charges pursuant to the terms and conditions of delivery, the Customer bears the costs and risk of doing so in observance of the preceding sentence. Further, in the event the Customer’s shipment requires various modes of transportation, Customer will inform Company of its preference of a Multimodal or Intermodal Shipment. In the absence of explicit instructions, Company will use its discretion in determining the appropriate shipment mode with the Carriers.

2. Quotations. Not Binding Quotations as to fees, rates, freight charges, insurance premiums or other charges given by the Company to the Customer are for informational purposes only and are subject to change without notice; no quotation shall be binding upon the Company unless the Company in writing agrees to undertake the handling or transportation of the shipment at a specific rate or amount set forth in the quotation and payment arrangements are agreed to between the Company and the Customer.

3. Subcontracting. The Company shall be entitled to sub-contract on any terms to any agents and/or subcontractors the whole or any part of the Services whatsoever undertaken by the Company. In cases of third-party transport, the Company will act solely as forwarding agent and not as carrier. If the Company’s agent or sub-contractor negligently or deliberately misdelivers the goods to a person (not entitled to receive the goods) without the Company’s instruction or prior approval, the Company shall in no event be liable for any claim relating to the aforesaid misdelivery of goods. However, the Company’s aforesaid liability shall never exceed a total of 2 SDR per kilogram of the gross weight of that part of the goods misdelivered.

4. Forwarders Rights and General Lien. (a) The Company has the right to refuse the delivery of Goods, documents and monies, that the Company has or will obtain, for whatever reason and with whatever destination, in respect of another party. (b) The Company has a right of retention in respect of all Goods, documents and monies that the Company actually or constructively holds or will hold for whatever reason and with whatever destination, for all claims the Freight Forwarder has or might have in future on the Client and/or the owner of the Goods, including in respect of all claims which do not relate to those Goods. (c) All goods coming into Company's actual or constructive possession and documents relating thereto shall be subject to a particular, general and continuing lien for monies due in respect of such goods, or for any particular or general balance from prior shipments or other monies due from the Customer to the Company. (d) Company shall provide written notice to the Customer of its intent to exercise such lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges. Customer shall notify all parties having an interest in its shipment(s) of Company's rights and/or the exercise of such lien. (e) If any such monies due to the Company are not paid within 30 days after notice has been dispatched to the Customer’s address, e-mail address or fax number last known to the Company, the goods may be sold by public auction or private treaty or may be disposed of at the sole discretion of the Company at the expense of the Customer, and the proceeds if any (net of the expenses in connection with such sale) shall be applied in satisfaction of such debts, and the Company shall not be liable for any reduction in value received on the sale of the goods, nor shall the Customer be relieved from the liability of any outstanding debts merely because the goods have been sold or disposed of. In case the Customer does not receive the notice dispatched by the Company asking the Customer to pay the outstanding monies, such shall not affect the Company’s aforesaid right to sell or dispose of the goods. The Customer is responsible for payment of all costs and expenses (including but not limited to storage costs and demurrage charges) being incurred when the goods are being liened. (f) At the Company's first request, the Customer shall furnish security for costs paid or to be paid by the Company to third parties or government authorities and other costs that the Company incurs or anticipates incurring, on behalf of the Customer, including freight, port costs, duties, taxes, levies and premiums.

5. Route to Transport. The Company may at any time and without notice to the Customer: (a) use any means of transport or storage whatsoever; (b) transfer the container(s) from one conveyance to another including transshipping or carrying the container(s) by any other means of transportation whatsoever, even though transshipment or forwarding of the container(s) by such means may not have been contemplated or provided for herein; (c) load and unload the container(s) at any place (whether or not any such place is named on the Consignment Note and store the goods at any such place; (d) comply with any orders or recommendations given by any government or authority or any person or body purporting to act as or on behalf of such government or authority or having under the terms of the insurance on any conveyance employed by the Company the right to give orders or directions.

6. Acceptance of the Goods. It is agreed that superficial rust, oxidation, discoloration, or any like condition due to moisture is not a condition of damage but is inherent to the nature of the goods, and acknowledgement of receipt of the container(s) or goods by the Company in apparent good order and condition is not a representation that such conditions of rust, oxidation, discoloration, to the goods or the like did not exist on receipt.

7. First Party Cargo Insurance. Unless requested to do so in writing in sufficient time prior to shipment from point of origin and confirmed to Customer in writing, Company is under no obligation to procure first party cargo insurance on Customer's behalf. The Company does not undertake or warrant that such cargo insurance can or will be placed. Unless the Customer has its own open marine cargo policy and instructs the Company to effect insurance under such policy, cargo insurance is to be effected with one or more insurance companies or other underwriters to be selected by the Company. Any cargo insurance placed by Company shall be governed by the certificate or policy issued and will only be effective when accepted by such insurance companies or underwriters. In all cases, Customer shall pay all premiums and costs in connection with procuring requested insurance. The Company is neither responsible nor liable for the solvency of the insurer, insurance broker or insurance intermediary. Should an insurer dispute its liability for any reason, the insured shall have recourse against the insurer only and the Company shall not be under any responsibility or liability in relation thereto, notwithstanding that the premium upon the policy may not be at the same rates as that charged or paid to the Company by the Customer or that the shipment was insured under a policy in the name of the Company. If for any reason the goods are held in a warehouse, or elsewhere, the same will not be covered by insurance, unless the Company receives specific written instructions from the Customer and the Company confirms in writing. Unless specifically agreed in writing, the Company assumes no responsibility to effect insurance on any export or import shipment with respect to which the Company is not providing services to the Customer.

8. Dangerous Goods. The Company will not accept any (container(s) loaded with) Goods of a dangerous or hazardous nature without prior written notice of their full and true particulars and the Company’s written approval to carry them. When the Customer delivers (container(s) loaded with) Goods of a dangerous or hazardous nature to the Company, the Customer shall fully inform the Company in writing of the precise and accurate details of the goods, and special precautions or handling required for the Goods. Such Goods shall be distinctly marked on the outside of the container(s) or packaging as well as on the outside of the packaging inside the container so as to indicate the nature thereof and the marking must comply with the requirements of any applicable regulations, including regulations contained in any relevant international treaty or convention. (a) The Customer shall be fully liable for and shall indemnify, hold harmless and defend the Company, its servants, agents and subcontractors and any third party for all loss, damage, delay, personal injury, death or expenses including fines and penalties, and all reasonable legal expenses and costs caused to the Customer, the container(s), transportation vehicles, any cargo, and other property, whether loaded on or along rail wagons, arising from such goods and/or from the breach of this clause, whether or not the Customer was aware of the nature of such Goods. (b) Nothing contained in this clause shall deprive the Company of any of its rights provided for elsewhere.

9. Temperature Controlled Goods. (a) The Customer warrants that it will not tender for carriage, storage or handling any (container(s) loaded with) Goods that require temperature control without previously giving written notice of their nature and particular temperature range to be maintained and the Company’s written approval to carry them. (b) In the case of a temperature controlled container or alternative stuffed by or on behalf of the Customer by a third party, the Customer further warrants that: (i) the container or alternative has been properly pre-cooled or preheated as appropriate, (ii) the goods have been properly stuffed in the container or alternative, (iii) the thermostatic controls have been properly set. (iv) If applicable the container’s fuel tank shall be fully filled upon delivery to the Company. (c) The Company will not be liable for any loss of or damage to the Goods, or for any delay in delivery arising from or in connection with non-compliance with this clause. (d) In case the temperature-controlled container’s fuel tank is found not to be fully filled upon delivery to the Company, the Company shall fuel the unit at the sole risk and expense of the Customer.

10. Containers packed by Customer. If a container or alternative has been packed or stuffed by or on behalf of the Customer, the Company will not be liable for loss of or damage to the goods caused by: (i) the manner in which the container or alternative has been packed or stuffed, (ii) the unsuitability of the contents for carriage in the container or alternative, (iii) the unsuitability or defective condition of the container or alternative. If the container(s) are supplied by the Company this paragraph (iii) will only apply if the unsuitability or defective condition was not caused by negligence on the part of the Company or would have been apparent upon reasonable inspection at or prior to the time when the container or alternative was packed or stuffed, (iv) the fact that the container or alternative is not sealed at the commencement of the carriage, except where the Company has agreed to seal the container. (b) Where the Company is instructed to provide container(s), in the absence of an agreement to the contrary, the Company is not obliged to provide container(s) of any particular type or quality. (c) The Customer will be liable for damage to the container or alternative caused by the Customer or by any third party with whom the Customer contracts, including consequential losses, including (without limitation) losses arising from time out of use.

11. Return of Equipment. The Customer shall redeliver, to a place nominated by the Company, the Container(s) and other equipment in like good order and condition, undamaged, empty, odour free, cleaned and with all fittings installed by the Customer removed and without any rubbish, dunnage or other debris inside. The Customer shall be liable to indemnify the Company for any and all costs incurred reinstating or replacing the Container(s) and other equipment not returned in the condition as specified above, including the reasonable legal expenses and costs of recovering the costs incurred and interest thereon. The Customer will be liable for damage to the container(s) caused by the Customer or by any third party with whom the Customer contracts, including consequential losses, including (without limitation) losses arising from time out of use. The Customer will report to the Company immediately any damage or accident.

12. Loading Requirements. The Customer shall be responsible for a balanced loading of any container(s) including equal weight distribution on the corners, with the centre of gravity in the middle of the container(s). The maximum weight of any loaded container shall not exceed 23 mt for a 40’ container and 21 mt for a 20’ container. All cargo shall be properly lashed and secured in the container to prevent any shifting during carriage. Every container shall be locked with a seal. Any container that does not comply with any of these requirements, may at the discretion of the Company be either refused for transportation or be transported as such, all at the sole risk and expense of the Customer.

13. Government Inspections. If by order of the authorities at any place, Goods are detained and/or seized and/or a Container has to be opened for the Goods to be inspected for any reason whatsoever, including but not limited to a breach or infringement of a trademark, patent or other intellectual property right, the Company will not be liable for any loss or damage whatsoever incurred as a result of any opening, unpacking, inspection, re-packing, detention, destruction or delay. The Company shall be entitled to recover from the Customer all charges, fines, costs, losses and expenses, including reasonable legal expenses and costs resulting from such examination, including but not limited to any detention, demurrage and storage charges for the Goods and/or the Container.

14. Delivery. Unless previously agreed otherwise, or otherwise provided for under the provisions of a document signed by the Company, The Company may deliver a shipment to the receiver named on the rail waybill or to any other person appearing to have authority to accept delivery of the shipment on the receiver’s behalf. Save where Convention Rules or other mandatory national laws require otherwise, the Company accepts no responsibility in any circumstances to suspend carriage, redirect delivery (whether to a different receiver or address from that named on the Waybill) or return the cargo to the shipper and, in the event that it should attempt but fail to do so, shall have no liability for any losses thereby occasioned. (b) The Company is entitled (but not obliged) to sell by public auction or private treaty or to dispose of all goods which in the opinion of the Company cannot be delivered either because the consignee’s address is incorrect or because the goods are not collected or accepted by the Customer within 14 days after notice has been dispatched to the Customer’s address, e-mail address or fax number last known to the Company. In case the Customer does not receive the notice dispatched by the Company asking the Customer to take delivery of the goods, such shall not affect the Company’s aforesaid right to sell or dispose of the uncollected goods. The Customer shall pay all costs and expenses (including but not limited to storage costs and demurrage charges) incurred in connection with the storage and the sale and/or disposal of the goods.

15. Delay; Consequential Loss. Unless otherwise expressly agreed that the goods will depart or arrive by a particular date, The Company does not undertake that the Goods will be transported from the place of receipt or terminal of loading, or will arrive at the terminal of discharge or place of delivery, as applicable, or will be transshipped on board any particular train or other conveyance at any particular date or time or to meet any particular market or in time for any particular use. The scheduled or advertised departure and arrival times are only expected times and may be advanced or delayed and the Company shall in no circumstances whatsoever be liable for direct, indirect, or consequential loss or damage caused by delay. Save as otherwise provided herein, The Company shall in no circumstances be liable for direct or indirect consequential loss or damage arising from any other cause.

16. Fire. The Company shall not be responsible for any loss of or damage to the container(s) and or Goods arising from fire occurring at any time before on or after loading or discharge from the train, truck and/or vessel, unless caused by the actual fault of the Company.

17. General Liability. Regardless of whether the Shipment is rail, Multimodal or Intermodal (a) Shipments or carriage from countries where the SMGS Convention applies to other countries where the CIM Convention: Uniform Rules concerning the Contract for International Carriage of Goods by Rail applies: the shipper (the consignor) under the Consignment note is seen to be the consignor under the SMGS contract of carriage and consignee under the same, and as the consignor under the CIM contract of carriage. Shipments or carriage from countries where the CIM Convention applies to other countries where the SMGS Convention applies: the shipper (the consignor) under the Consignment note is seen to be the consignor under the CIM contract of carriage and consignee under the same, and as the consignor under the SMGS contract of carriage. (b) Unless otherwise provided in these conditions, the Company is not liable for loss or damage arising from: (i) the act or omission of the Customer or any person acting on their behalf, (ii) compliance with the instructions given to the Company by the Customer or any other person entitled to give them, (iii) insufficiency of the packing or labelling of the goods except where this service has been provided by the Company, (iv) handling, loading, stowage or unloading of the goods by the Customer or any person acting on their behalf, (v) inherent vice of the goods, (vi) acts of war, acts of terrorism, riots, civil commotions, strikes, lockouts, stoppage or restraint of labour, (vii) fire, flood or storm, (viii) any cause which the Company could not avoid and the consequences of which it could not prevent by the exercise of reasonable diligence, (ix) any liability exempted under an applicable law, convention or treaty, including (without limitation) Rail Freight Transport Regulations of China (Tieyun N° 40 article 59), SMGS (Article 22.2) and CIM. (c) The Company is not liable for loss or damage to property other than the Goods themselves, caused by fault or negligence on the part of the Company or it’s employees. (d) The Company is not liable for any indirect or consequential loss or damage, including but not limited to economic loss, loss of profit or delay. (e) If the Company acts as principal, and if it can be proved where the loss of or damage to the goods occurred, the Company’s liability will be determined by the provisions contained in any international convention or national law, the provisions of which: (i) cannot be departed from by private contract, to the detriment of the claimant; and, (ii) would have applied if the claimant had made a separate and direct contract with the actual provider of the particular service. (f) If any legislation is compulsorily applicable to any carriage, these conditions will, as regards such business, be read as subject to this legislation and nothing in these conditions will be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation. If these conditions are repugnant to this legislation to any extent, the conditions will be overridden to this extent, but no further. (g) If the Company acts as a principal in respect of a carriage of Goods by air, and the carriage involves an ultimate destination or stop in a country other than the country of departure, the Montreal Convention or the Warsaw Convention may be applicable to the liability of the carrier in respect of loss of, damage or delay to cargo. The Conventions govern and in most cases limit the liability of carriers in respect of loss of or damage to cargo. (h) If the Company acts as a principal of a carriage of Goods by sea, the Hague Rules and Hague-Visby Rules will apply compulsory. (i) If the Company acts as a principal for a carriage of Goods by road and the carriage involves an ultimate destination or stop in a country other than the country of departure the CMR Convention will apply compulsory. (j) The provisions of CIM (COTIF) apply to the services and activities of the Company, except to the extent that this is inconsistent with any provision in these conditions.

18. Amount of Compensation. (a) Unless otherwise provided by these conditions, the liability of the Company will not exceed the following: (1) in respect of all claims the lesser of, (i) 10.000 SDR per occurrence or series of occurrences with one and the same cause of damage, (ii) 2 SDR per kilogramme of the goods lost or damaged, and, (iii) the limit specified in Rail Freight Transport Regulations of China (Tieyun N° 40) Article 56 where the Regulations apply of the goods lost, damaged, misdirected, misdelivered or in respect of which a claim arises. Company will not pay any compensation in respect of goods delayed. (b) Compensation shall never exceed the invoice value of the goods plus carriage charges and insurance if paid. If there is no invoice value, compensation is calculated by reference to the value of the goods at the place and time when they are delivered to the Customer or should have been so delivered, fixed according to the current market price to be proven by the Customer. (c) By express written agreement and on payment of additional charges, higher compensation may be claimed from the Company not exceeding the value of the goods or the agreed value, whichever is the lesser. (d) The defences and limits of liability provided for by these conditions will apply in any action against the Company, whether founded in contract or tort.

19. Notice of Loss; Time Bar. The Company will be discharged of all liability unless: (1) (i) notice of any claim is received in writing by the Company within 14 days after the date specified in this clause under 3, except where the Customer can show that it was impossible to comply with this time limit and that the claim has been made as soon as reasonably possible and, (ii) suit is brought in the proper forum and written notice is received by the Company within nine months after the date referred to in this clause under 3, and, (iii) where the Company responds to the Customer’s claim, the Customer replies to the Company’s response within 60 days of having received it. (2) Where a law, convention or treaty applies and specifies a period shorter than any period specified in this clause under 1, this shorter period will prevail over the period specified in this clause under 1. (3) The date referred to in 1 is: (i) in the case of loss or damage to Goods, the date of delivery of the Goods, (ii) in the case of delay or nondelivery of the Goods, the date that the Goods should have been delivered, (iii) in any other case, the event giving rise to the claim.

20. Force Majeure. Without limiting any other specific terms and conditions, and expressly in addition to such terms and conditions, the Company shall not be liable for failure to perform its obligations – including any resulting losses, damages, delays, wrongful or missed deliveries or non-performance, in whole or in part – under these Terms and Conditions if prevented from doing so because of (i) an act of God, including but not limited to strike, fire, flood, earthquake, storm, hurricane, power failure or other natural disaster; (ii) explosion, civil disturbance, acts of terrorism, epidemic, pandemic, disease, interference by civil or military authority, accident, incidents or deteriorations to means of transportation, labor disputes, labor shortages or slowdowns; (iii) acts by third parties including breaches of contract or omissions by the Customer, Shipper, Consignee and/or such parties’ agents or representatives, or anyone else who may have an interest in the shipment; (iv) any defects, nature or inherent vice of the goods; (v) because the continuation of the services would be in violation of any governmental laws, rules, or regulations or would cause or create any material safety, health, or environmental concerns; or (vi) any other causes beyond the reasonable control of the Compnay and not intentionally caused by the Company (such occurrence to be referred to as “Force Majeure”). The Customer acknowledges that it shall bear the risk of any damages or losses due to Force Majeure and the responsibility to insure against the same. If the Company takes steps outside the ordinary course of business to protect customer’s goods due to Force Majeure, Customer shall pay all charges associated with the Company’s efforts.

21. Indemnification. (a) The Customer will defend, indemnify and hold harmless the Company against all liability, loss, damage, costs and expenses arising from: (i) the nature of the goods unless caused by the Company’s negligence, (ii) the Company’s acting in accordance with the Customer’s or owner’s instructions, (iii) any breach by the Customer of these conditions, (iv) the Customer’s negligence. (b) Except to the extent caused by the Company’s negligence, the Customer will be liable for and will defend, indemnify and hold harmless the Company in respect of all duties, taxes, deposits and outlays of whatever nature levied by an authority in respect of the goods for all liabilities, payments, fines, costs, expenses, loss and damage incurred by the Company in connection with this. (c) Advice and information in whatever form is provided by the Company for the Customer only. The Customer will not pass such advice or information to any third party without the Company’s written agreement and the Customer will indemnify the Company against any loss suffered as a result of a breach of this condition.

22. No Modification or Amendment Unless Written. These Terms and Conditions of Service may only be modified, altered or amended in writing by Company; any attempt to modify, alter or amend without Company’s express written approval shall be null and void.

23. Termination. (a) The Company can terminate the Agreement and seize providing services with immediate effect in the event the Customer: - discontinues its profession or business largely or in full; - loses the power to dispose of its assets or a substantial part thereof; - loses its legal personality, is dissolved or effectively liquidated; - is declared bankrupt - offers an agreement excluded from the bankruptcy proceedings; - applies for moratorium on payment; - loses the power to dispose of its goods or a substantial part thereof as a result of seizure. (b) If the Customer consistently imputably fails to fulfill one or more of its obligations under the Agreement, without prejudice to its right to compensation for any damage that may have been suffered, the Company may dissolve the Agreement with immediate effect in full or in part after, by registered letter, it has stipulated a deadline to the Customer of at 14 days for fulfillment of the obligations and upon expiry of that deadline, the Customer has not yet fulfilled its obligations. If, by stipulating such a period, the Company's interests in the undisturbed conduct of its business would be impaired disproportionately, the Company may dissolve the Agreement without observing a time limit.

24. Severability. In the event any Paragraph(s) and/or portion(s) hereof is found to be invalid and/or unenforceable, then in such event the remainder hereof shall remain in full force and effect. Company’s decision to waive any provision herein, either by conduct or otherwise, shall not be deemed to be a further or continuing waiver of such provision or to otherwise waive or invalidate any other provision herein.

25. Governing Law; Consent to Jurisdiction and Venue. These terms and conditions of service and the relationship of the parties shall be construed according to the laws of the Netherlands, without giving consideration to conflict of law principles. Customer and Company (a) irrevocably consent to the jurisdiction of the Court of Rotterdam, the Netherlands as the court of first instance; (b) agree that any action relating to the services performed by Company, shall only be brought in said courts;(c) consent to the exercise of in personam jurisdiction by said courts over it, and (d) further agree that any action to enforce a judgment may be instituted in any jurisdiction.

[Revised 4-04-2022]