General Conditions for Freight Forwarding page 2. General Conditions for Freight Forwarding of Goods (GCFP) page 5

Size: px
Start display at page:

Download "General Conditions for Freight Forwarding page 2. General Conditions for Freight Forwarding of Goods (GCFP) page 5"

Transcription

1 General Conditions by PANALPINA General Conditions for Freight Forwarding page 2 General Conditions for Freight Forwarding of Goods (GCFP) page 5 General Conditions of the Storage of Goods (GCSP) page 8 General Conditions for Carriage of Goods with own Vehicles (GCCP) page 14 General Conditions by Panalpina, June 8 th, 2012, page 1 of 16

2 GENERAL CONDITIONS FOR FREIGHT FORWARDING by PANALPINA (hereafter called Panalpina) DEFINITIONS Forwarding Agent: Panalpina ordinarily acts in its capacity as Forwarding Agent and organizes the transport of goods. In order to execute the transport on behalf of the shipper all kinds of carriers as well as sub agents can be used. Storage Keeper: Exceptionally, Panalpina can act in its capacity as storage keeper and store the goods in its own, leased or rented premises or warehouses. Carrier: Panalpina can also act in its capacity as carrier and execute the transport with its own means of transport, especially vehicles. Article 1. BASIS OF THE CONTRACT All services performed by Panalpina shall be exclusively governed by the present General Conditions which shall be deemed accepted at the time of ordering. The customer hereby agrees that these General Conditions shall apply to any order placed either verbally or by telex/fax, even though no reference to these General Conditions has been made. The limitations of liability as defined within the provisions of these General Conditions shall also be applicable to compensation claims arising from any unlawful act. These terms and conditions are the governing terms and conditions of service that over-ride any conflicting provisions (in the absence of other terms and conditions that may be issued by local Panalpina locations). However, in the event any Panalpina country office issues its independent terms and conditions, those will take precedence in their entirety. As such, you are strongly encouraged to contact your local Panalpina office and/or review their portions of the Panalpina website. Article 2. LIABILITY Panalpina shall organize, at its own discretion, unless otherwise instructed by the client, and shall devote its best attention to the organization of the transport, carriage and storage of the entrusted goods. Panalpina shall select the most appropriate means and mode of transport, as well as storage locations. Panalpina's liability shall be defined as follows: As forwarding agent: the General Conditions for Freight Forwarding by Panalpina (GCFP). As storage keeper: the General Conditions for Storage of goods by Panalpina (GCSP). As carrier: the General Conditions for Carriage of goods by Panalpina, with its own vehicles (GCCP). General Conditions by Panalpina, June 8 th, 2012, page 2 of 16

3 Article 3. LIMITATION OF LIABILITY Panalpina's liability will, in any case, amount to a maximum of: a) property damage: US $ 1' as Forwarding Agent, when organizing transport b) loss and/or damage to the goods: US $ 10' as Forwarding Agent, when organizing transport US $ 10' as Storage keeper, when storing goods in its premises/warehouses US $ 10' as Carrier, when effecting the transport by own means of transport c) delay In case of delay, if the parties to the contract have stipulated in writing a liability of Panalpina for delay and the claimant proves that damage has resulted therefrom, Panalpina shall pay compensation for such damage not exceeding the carriage charges. In case of cumulation of different kinds of damages as property damage with loss or property damage and damage to the goods, Panalpina remuneration shall not exceed the limits provided for in this article for each liability. Article 4. EXCLUSIONS Panalpina shall not be liable in respect of any consequential loss, damage or expense, such as loss of profit, loss of clients, penalties, claims for losses due to depreciation and conventional fines, exchange rate fluctuations, increased levies or taxes by authorities whatsoever caused. Further, the different exclusion clauses provided in the three Conditions of Panalpina mentioned below are applicable. Article 5. INSURANCE Panalpina does not provide insurance cover against loss/damage during carriage, storage or transportation of the goods unless ordered by the client in writing to arrange for such insurance. When instructed to arrange insurance cover by client, Panalpina shall do so on behalf of the client acting as an agent. Should an insurance coverage be taken, the General Conditions for carriage, as well as the related clauses, of the local Insurance market shall apply to carriage and/or storage insurance. Article 6. FORFEITURE AND PERIOD OF LIMITATION/SET-OFF Upon delivery, the consignees shall check the condition of the goods, the quantity, the number and weight of packages and shall immediately report any apparent defects and missing items. Should any irregularity or missing item not be immediately apparent, the consignee shall send due reservations in writing within 48 hours after delivery. Otherwise, any claims directed against Panalpina shall be forfeited. In addition, the period of limitation for any action against Panalpina shall be one year as from the date of delivery of the goods to the consignee, or in the case of total loss from the hypothetical date where the goods would have been delivered. General Conditions by Panalpina, June 8 th, 2012, page 3 of 16

4 Claims due to Panalpina for carriage and storage services, including costs and expenses, may by no means be set-off against other claims. Article 7. LIABILITY LIMITATION OF THIRD PARTIES Panalpina is authorized to select and engage forwarding agents, carriers, warehouse-operators, customs brokers and others, as required, to transport, store, deal with and deliver goods, all of whom shall be considered independent agents of Panalpina, and the goods shall be entrusted to such agencies subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements and conditions, whether written, printed or stamped, appearing in waybill's, bills of lading, receipts issued by such forwarding agents, carriers, warehouse-operators and others. Panalpina shall under no circumstances be liable for any loss, damage, expense or delay to the goods for any reason whatsoever when said goods are in custody, possession or control of such third parties selected by Panalpina. Article 8. EMPLOYEES LIABILITY Any direct legal action against Panalpina 's employees, whether regular or temporary, for loss or damage of the goods shall be possible only within the limits provided for in articles 3 and 4 hereabove. In case of joint legal action against Panalpina and its employees, whether regular or temporary, the maximum indemnification shall not exceed the limits provided for in article 3 hereabove. Article 9. LIEN AND PLEDGE Regardless of any reasons, Panalpina has a right to general and a particular lien and pledge on the carried goods with respect to any claim which it may have against the customer or his lawful successor. This right of lien and pledge shall also apply to claims, in lieu of goods, which are hereby transferred to Panalpina. Article 10. GOVERNING LAW AND JURISDICTION All agreements shall be governed and construed in accordance with the applicable national law. The place of performance of the rights and obligations shall be at the domicile of Panalpina's branch office which has executed the agreement. These General Conditions are available in English and French. In case of any discrepancy, the English text shall apply. Shall also apply: The General Conditions for Freight Forwarding by Panalpina (GCFP), the General Conditions for Storage by Panalpina (GCSP) and the General Conditions for Carriage by Panalpina, with its own vehicles" (GCCP). Article 11. SEVERABILITY The terms of these General Conditions shall be severable, and, if any part or term hereof shall be held invalid, such holding shall not affect the validity or enforceability of any other part or term hereof. Article 12. CLAIMS IN TORT The defences and limits of liability provided for in these Conditions shall apply in any action against Panalpina for loss, damage of the goods or delay whether the action be founded in contract or in tort. General Conditions by Panalpina, June 8 th, 2012, page 4 of 16

5 GENERAL CONDITIONS FOR FREIGHT FORWARDING OF GOODS (GCFP) by PANALPINA (hereafter called Panalpina) Article 1. BASIS OF THE CONTRACT All freight forwarding services performed by Panalpina shall be governed by the present General Conditions for Freight Forwarding of goods by Panalpina (GCFP). For any special case not provided in the present General Conditions, if they exist, the General Conditions of the National Freight Forwarding Association of the country where the contract of freight forwarding was concluded shall apply. Article 2. GOVERNING LAW All agreements shall be governed and construed in accordance with the applicable national freight forwarding law. The place of performance of the rights and obligations shall be at the domicile of Panalpina's branch office which has signed and executed the agreement. Article 3. CONCLUSION OF THE FREIGHT FORWARDING CONTRACT The transport order must be given to Panalpina in written and contain the following instructions: kind of merchandise and description of classification (e.g. dangerous goods) value of the goods, if necessary and required type of packing with contents, numbers, quantity and weight (gross/net) of packages addresses of shipper/consignee place of receipt/delivery instructions and conditions in respect of shipment, method of transportation (sea / air / road / express / groupage / breakbulk / containerised cargo, etc.) special instructions in respect of customs clearance, issue of documents, etc. In absence of clear express instructions, Panalpina is entrusted to organize the transport order by selecting the most appropriate means and mode of transport. In the case of verbally given transport orders, these must be confirmed by letter, telex or fax. It is the responsibility of the shipper to transmit this information correct and complete. It is not the obligation of Panalpina to check the given information. In the case of discrepancies, Panalpina will inform the shipper, principal or client in order to clarify the problem. Panalpina shall elect, at its own discretion, to accept the freight forwarding instructions. There is no legal obligation. In case of acceptance, it shall confirm it by letter, telex or fax. Article 4. DELIVERY OBSTACLES In case of refusal by the client or his representative to accept or to pay for the delivery, or in case Panalpina is unable to deliver, for reasons not justifiable, it is entitled to either store the goods, at the sender/consignee's cost, or to return them to the sender. General Conditions by Panalpina, June 8 th, 2012, page 5 of 16

6 Article 5. LIABILITY Panalpina shall be liable for accurate and conscientious organization of the transport order. Panalpina shall be liable for any damage resulting from the non-performance of contract obligations. Panalpina is responsible for the choice and instruction of the contracted sub-agents as carriers, forwarding agents, warehouse-operators, etc. but shall be relieved from liability, if the choice has been done carefully and the received transport instructions have been transmitted to the sub-agents in accordance with the transport order. In that case, Panalpina may relinquish its rights against responsible sub-agents to the customer. Any direct legal action against Panalpina's employees, whether regular or temporary, for loss or damage to the goods, shall be possible only within the limits provided for in articles 5 and 6 herein. In case of joint legal action against Panalpina and its employees, whether regular or temporary, the maximum indemnification shall not exceed the limits provided for in article 6 hereafter. Article 6. LIMITATION OF LIABILITY Panalpina's liability as forwarding agent, in any case, shall be limited. The compensation shall not, however, exceed: a) property damages: US $ b) loss or damage of goods (only during its custody): US $ 0.50 per kilogram of gross weight US $ per package or unit; with a maximum of US $ 10' with respect to any order including several packages. c) delay (if stipulated in writing) with a maximum of carriage charges Article 7. EXCLUSIONS Panalpina can, by no means, be liable, if occasioned by one or more of the following circumstances: a) the negligence of the client or his authorized representative. b) the lack of, or defective packing, markings or stowage insofar as Panalpina has not executed the packing, markings or stowage. Panalpina shall also have no liability for packing of goods, of which it cannot verify the contents. c) war, rebellion, revolution, insurrection, usurped power or confiscation, nationalization or requisition by or under the orders of any government or public or local authority. d) damages caused by nuclear energy. e) natural disasters. f) acts of God. General Conditions by Panalpina, June 8 th, 2012, page 6 of 16

7 g) act of robbery. h) circumstances which Panalpina could not avoid and the consequences of which it was unable to prevent. i) inherent vice and nature of goods. Panalpina shall not be liable for loss or damage to goods, unless such loss or damage occurs whilst the goods are in actual custody and control of Panalpina. Panalpina shall not in any circumstances be responsible for damages which are attributable to delay in delivery. Panalpina shall not be liable for any damage caused by rodents and insects unless the client is able to give evidence that Panalpina has not complied with the usual protective measures. Panalpina can, by no means, be liable if the goods have been carried by the client or his representative. Panalpina shall not be liable for consequences of loading and unloading operations which it has not performed. Panalpina shall not be liable under any circumstances for any loss, damage or expense arising from or in any way connected with numbers, contents, weight, marks or description of any goods. Panalpina shall not be liable in respect of any consequential loss or damage, such as loss of profit, loss of client, depreciation or conventional fines. Article 8. CONDITIONS OF PAYMENT / RESPONSIBILITY OF CUSTOMER Payment to Panalpina is due against invoicing. Panalpina is entitled to collect his dues on the goods at the time of delivery. Panalpina is not allowed to advance taxes, customs duties or freights in favour of third parties, unless clear instructions have been given by the customer in favour of third parties as the consignee, etc. Should the consignee refuse to pay these taxes, duties, charges or freights, the customer remains liable against Panalpina. In the case of such instructions from consignee, the customer can be held responsible for these taxes, duties, charges or freights. Article 9. FORFEITURE AND PERIOD OF LIMITATION/SET-OFF Upon delivery, the consignee shall check the condition of the goods, the quantity, the number and weight of packages and shall immediately report any apparent defects and missing items. Should any irregularity or missing item not be immediately apparent, the consignee shall send due reservations in writing within 48 Hours after delivery. Otherwise, any claims directed against Panalpina shall be forfeited. In addition, the period of limitation for any action against Panalpina shall be one year as from the date of delivery, effective or planned, of the goods to the consignee. Claims due to Panalpina for carriage and storage services, including costs and expenses, may by no means be set-off against other claims. General Conditions by Panalpina, June 8 th, 2012, page 7 of 16

8 GENERAL CONDITIONS OF THE STORAGE OF GOODS (GCSP) by PANALPINA (hereafter called Panalpina) Article 1. BASIS OF THE CONTRACT All storage services performed by Panalpina shall be governed by the present General Conditions for the Storage of Goods by Panalpina (GCSP). For any special case not provided for in the present General Conditions, if they exist, the General Conditions of the National Freight Forwarding Association of the country where the contract of storage has been concluded or where the goods stored shall apply. The clients are defined as follows: the owner of the goods, the sender, the consignee, the person entitled to dispose of the goods as well as their respective successors. Should these persons be different, Panalpina shall be jointly liable for the performance of all storage contract obligations. Article 2. GOVERNING LAW All agreements shall be governed and construed in accordance with the applicable national law. The place of performance of the rights and obligations shall be at the domicile of Panalpina's branch office which has executed the agreement. Article 3. CONCLUSION OF THE STORAGE CONTRACT The storage instructions have to be given in writing. Panalpina shall elect, at its own discretion, to accept the storage instructions. There is no legal obligation. In case of acceptance, it shall confirm it by letter, telex or fax. The storage instructions shall be evidenced by the issuance of a storage receipt (see article 6 hereunder) Article 4. CONTENTS OF THE STORAGE INSTRUCTIONS The instructions must indicate the following: a) the place and time chosen for delivery to Panalpina's storage premises. b) the name of the owner and/or the authorized third party. c) the name of the carrier, the forwarding agent, etc., if not identical to Panalpina d) an accurate and detailed description of the goods, including but not limited to: the kind and nature of the goods the number of packages, pallets, cartons, drums, etc. the technical data the measurements, weight, General Conditions by Panalpina, June 8 th, 2012, page 8 of 16

9 e) any particular or extraordinary nature of the goods and their susceptibility to damage requiring special handling, and any specific instructions. f) In case of existing insurance coverage, the amount of the value insured shall have to be expressly mentioned in the instructions. g) duration of storage. Article 5. RECEIPT OF THE GOODS Upon taking over the goods, Panalpina shall have only to check their apparent condition and eventually their packaging. In particular, Panalpina shall not have to verify either the contents or the declared value. Only if the handed-over goods or their packaging appear to be defective or in bad condition, Panalpina shall have to advise the depositor accordingly. In this case, Panalpina shall list due reservations in the carriage or storage documents and shall make a written report. Panalpina shall be entitled to rely upon information provided by the client who shall be liable to Panalpina for any prejudice and damage caused by the inadequacy or irregularity in the description and/or false or incomplete declaration of the goods. Panalpina shall not be obliged to accept goods, which are pledged or encumbered with costs and expenses, such as collection on delivery, freight, customs duties, taxes, etc., except if the depositor has previously provided sufficient advance on expenses. Panalpina shall not be obliged, but may be authorized, to pay, on behalf of the client, freight costs, custom duties, etc.. The client shall have to reimburse Panalpina for any disbursements plus usual interest rates charged by banks. Panalpina is entitled to request the immediate withdrawal of the goods, which have been subject to a false or incomplete declaration or are not proper for storage, or to withdraw from the storage contract. The client shall be liable for any prejudice and damage caused by his negligence to Panalpina or any third party in connection with the storage of the goods. Article 6. STORAGE RECEIPT For any stored goods, a storage receipt shall be issued in duplicate, a copy of which the client shall return duly signed. The storage receipt is not negotiable; therefore, it may not be either assigned or pledged. Panalpina is authorized to deliver the stored goods to the person entitled to dispose of the goods without producing or returning the storage receipt, and to comply with his instructions. The storage receipt shall not constitute evidence that the goods are still stored on behalf of the original client. Outgoing goods shall not be recorded on the storage receipt. The particulars contained in the storage receipt in respect of the quantity, weight, nature, characteristics, condition, contents, value, quality, etc. of the goods shall not be legally binding upon Panalpina. The client shall have to notify Panalpina immediately of any change of address and shall be responsible for any consequences sustained through oversight. General Conditions by Panalpina, June 8 th, 2012, page 9 of 16

10 Article 7. RIGHT OF DISPOSAL The person on whose behalf the goods have been stored shall be defined as the person who has the right of disposal, or his lawful successors. Panalpina is not obliged to verify the genuineness or authority of the signatories to any communications, instructions or documents affecting the disposal of the goods unless agreed in writing with the client. Where there is such agreement client has to submit to Panalpina in writing sample signatures of the person or persons authorised to dispose of the goods and receipt of such sample signature has to be acknowledged in writing by Panalpina. The client may, upon written instructions to Panalpina, assign the stored goods together with the right of disposal thereof, to a third party. Upon receipt of the assignment notification, Panalpina shall be authorized to comply with the instructions of the original depositor. The latter, however, shall be liable for the performance of his contract obligations and Panalpina shall be liable, as before, for the stored goods within the provisions under article 13. Article 8. CUSTOMS HANDLING Panalpina shall clear clients' goods on receipt of the required documents and specific instructions to effect the clearance. Client warrants the accuracy of documents submitted for clearance purposes and shall be responsible for any consequences resulting from false declarations, including any customs duties, taxes, fines, delays demurrage costs and penalties arising thereof. Panalpina does not accept responsibility and shall not be held liable under any circumstances for any variations of exchange rates, tariffs, taxes or levies by any authority. Article 9. HANDLING AND INSPECTION OF THE GOODS DURING STORAGE During storage, Panalpina shall not be obliged to regularly verify the apparent condition of the goods or its packaging. In addition, there is no legal obligation to take care, inspect or maintain the stored goods or its contents, unless otherwise instructed in writing by the client. In this case, the client shall be liable for the payment of any additional costs. Should during storage, any negative changes in the apparent condition of the goods or its packaging become noticeable to Panalpina, as well as any changes susceptible to jeopardize the other stored goods, Panalpina shall be entitled, without consulting the depositor and at the expense of the latter, to take all necessary steps in order to alleviate the danger becoming liable for any consequential damage or reducing the damage. The client shall have the right to inspect and verify the goods during regular business hours. He shall have to comply with the instructions of the storage employees. The client and his representatives entitled to inspect and verify goods shall have to show their credentials. Panalpina may request that the inspection and verification shall be performed only in the presence of a Panalpina's representative. Any handling of the goods may be performed only with Panalpina 's written consent. General Conditions by Panalpina, June 8 th, 2012, page 10 of 16

11 During inspection, verification or handling of the goods by the client or his representatives in Panalpina's storage premises, Panalpina shall be liable for loss or damage to the goods, only to the extent that the negligence caused by the company or its employees can be demonstrated. Upon termination, verification and handling, Panalpina may request a joint checking of the condition and the quantity of the goods and a written acknowledgment from the client. Article 10. STORAGE CHARGES, COSTS AND DUTIES The client shall have to pay the agreed-upon storage charges and to reimburse any costs and duties incurred in connection with the storage. In case of adjustment in the usual rates and local trade practices after execution of the storage contract, the agreed-upon storage fees will be adjusted accordingly. In case of denunciation or termination of the storage contract, the storage charges shall be due for the current month, regardless of the date of termination. Should a client not meet his contract obligations, Panalpina shall be entitled to proceed to a private sale or to cause the goods to be auctioned, 30 days after having sent a demand letter by registered mail. The proceeds of sale exceeding the amount due shall be returned to the debtor. Article 11. TERMINATION OF THE CONTRACT. Unless otherwise instructed in writing concerning the term, the storage contract may be denounced, at any time, by registered mail, for the end of one calendar month, with 30 days' notice. The delivery instructions shall have to be served in writing; they shall contain a clear and detailed description of the subject goods and of the claimant entitled to dispose of the goods; they shall mention the way the goods shall be removed and delivered, and postage instructions, if any. The condition of the goods, the packaging as well as the quantity and weight mentioned in the storage instructions shall be verified upon taking delivery, only if expressly requested. An immediate contract cancellation, for serious reasons, shall remain expressly reserved. Article 12. DELAY IN THE WITHDRAWAL OF THE GOODS. Panalpina shall be relieved from any liability for the stored goods, if the person entitled to dispose of the goods does not withdraw or accept the goods to be taken out for delivery, more particularly in case of denunciation or resignation of the storage contract. Panalpina is entitled, without further normal notice, to proceed to the sale of the goods or cause them to be auctioned, for the account and the risk of the client, without in this case, being liable for damages. Article 13. LIABILITY Panalpina shall be liable for accurate and conscientious execution of the order. Panalpina shall be liable for any damage resulting from the non-performance of contract obligations. Its liability shall commence upon the transfer of the goods to Panalpina employees and shall terminate upon delivery of the goods to the consignee or his authorized representative. General Conditions by Panalpina, June 8 th, 2012, page 11 of 16

12 Any direct legal action against Panalpina's employees, whether regular or temporary, for loss or damage to the goods, shall be possible only within the limits provided for in articles 13 and 14 hereafter. In case of a joint legal action against Panalpina and its employees, whether regular or temporary, the maximum indemnification shall not exceed the limits provided for in article 14 hereafter. Article 14. LIMITATIONS OF LIABILITY Panalpina's liability as storage keeper shall, in any case, be limited. The compensation shall not, however, exceed: US $ 0.50 per kilogram of gross weight US $ per package or unit; with a maximum of US $ 10' with respect to any order including several packages. Article 15. EXCLUSIONS Panalpina can, by no means, be liable for the loss or damage occurred to the goods, if occasioned by one or more of the following circumstances: a) the negligence of the client or his authorized representative. b) the lack of, or defective packing, markings or stowage, insofar as Panalpina has not executed the packing, markings or stowage. Panalpina shall also have no liability for packing of goods, of which it cannot verify the contents. c) war, rebellion, revolution, insurrection, usurped power or confiscation, nationalization or requisition by or under the orders of any government or public or local authority. d) damages caused by nuclear energy. e) natural disasters. f) acts of God. g) act of robbery. h) circumstances with Panalpina could not avoid and the consequences of which it was unable to prevent. i) inherent vice and nature of the goods Panalpina shall not be liable for any damage caused by rodents and insects unless the client is able to give evidence that Panalpina has not complied with the usual protective measures. Panalpina can, by no means, be liable if the goods have been carried by the client or his representative. Panalpina shall not be liable for consequences of loading and unloading operations which it has not performed. Panalpina shall not be liable for claims due to appreciation of lost or damaged goods. General Conditions by Panalpina, June 8 th, 2012, page 12 of 16

13 Panalpina shall not be liable in respect of any consequential loss or damage, such as loss of profit, loss of client, claims for losses due to depreciation and conventional fines. Article 16. FORFEITURE AND PERIOD OF LIMITATION/SET-OFF Upon delivery, the consignee shall check the condition of the goods, the quantity, the number and weight of packages and shall immediately report any apparent defects and missing items. Should any irregularity or missing item not be immediately apparent, the consignee shall send due reservations in writing within 48 hours after delivery. Otherwise, any claims directed against Panalpina shall be forfeited. In addition, the period of limitation for any action against Panalpina shall be one year as from the date of delivery, effective or planned, of the goods to the consignee. Claims due to Panalpina for carriage and storage services, including costs and expenses, may by no means be set-off against other claims. General Conditions by Panalpina, June 8 th, 2012, page 13 of 16

14 GENERAL CONDITIONS FOR CARRIAGE OF GOODS WITH OWN VEHICLES (GCCP) by PANALPINA (hereafter called Panalpina) Article 1. BASIS OF THE CONTRACT All services in connection with carriage of goods, performed by Panalpina in its own vehicles, shall be governed by the present General Conditions for carriage of goods with own vehicles (GCCP). In case of border crossing carriage, the provisions of the Convention on the contract for the international carriage of goods by road (CMR) shall be applicable. If the carriage or across the border has been awarded to another carrier, Panalpina, as forwarding agent, would be liable only for selecting and instructing the carrier. Article 2. GOVERNING LAW AND JURISDICTION All agreements shall be governed and construed in accordance with the applicable national haulage law. The place of performance of the rights and obligations shall be the domicile of the Panalpina branch office, which has signed and executed the agreement. Article 3. SENDERS OBLIGATIONS The sender shall be responsible for proper packing. He shall precisely inform Panalpina about the address of the sender, the place designated for delivery, the number and type of packages, the gross weight, the contents, the value, the agreed time-limit for delivery and the mode of transport. The sender shall have to specify to Panalpina, the nature of the goods, their weight, and distribution and whether the goods are susceptible to damage. He shall be responsible for sufficient marking, and, if necessary, numbering of the packages. The sender shall be responsible for all expenses, loss or damage sustained through omission or inadequacy Client shall also be responsible for any standing charges on trucks delayed or held-up due to any of the above-mentioned circumstances. Article 4. CUSTOMS HANDLING Panalpina shall clear clients' goods on receipt of the required documents and specific instructions to effect the clearance. Client warrants the accuracy of documents submitted for clearance purposes and shall be responsible for any consequences resulting from false declarations, including any customs duties, taxes, fines, delays demurrage costs and penalties arising thereof. Panalpina does not accept responsibility and shall not be held liable under any circumstances for any variations of exchange rates, tariffs, taxes or levies by any authority. General Conditions by Panalpina, June 8 th, 2012, page 14 of 16

15 Article 5. DELIVERY OBSTACLES In case of refusal by the client or his representative to accept or to pay for the delivery, or in case Panalpina is unable to deliver, for reasons not justifiable, it is entitled to either store the goods, at the sender/consignee's cost, or to return it to sender. Article 6. LIABILITY Panalpina shall be liable for accurate and conscientious execution of the order. Panalpina shall be liable for any damage resulting from the non-performance of contract obligations. Panalpina's liability shall commence upon the transfer of the authorized employees and shall terminate upon delivery of the goods to the consignee or his representative. Any direct legal action against Panalpina's employees, whether regular or temporary, for loss or damage to the goods, shall be possible only within the limits provided for in articles 6 and 7 herein. In case of joint legal action against Panalpina and its employees, whether regular or temporary, the maximum indemnification shall not exceed the limits provided for in article 7 hereafter. Article 7. LIMITATIONS OF LIABILITY Panalpina's liability as carrier shall, in any case, be limited. The compensation shall not, however, exceed: US $ 0.50 per kilogram of gross weight US $ per package or unit, with a maximum of US $ 10' with respect to any order including several packages. Article 8. EXCLUSIONS Panalpina can, by no means, be liable for the loss or damage occurred to the goods, if occasioned by one or more of the following circumstances: a) the negligence of the client or his authorized representative. b) the lack of, or defective condition of packing, markings or stowage, insofar as Panalpina has not executed the packing, markings or stowage. Panalpina shall also have no liability for the packing of the goods, of which it could not verify the contents. c) war, rebellion, revolution, insurrection, usurped power or confiscation or nationalization or requisition by or under the orders of any government or public or local authority. d) damages caused by nuclear energy. e) natural disasters. f) acts of God. g) robbery. General Conditions by Panalpina, June 8 th, 2012, page 15 of 16

16 h) circumstances which Panalpina could not avoid and the consequences of which were unable to be prevented. Panalpina can, by no means, be liable if the goods have been handled by the client or his representative. Panalpina shall not be liable for consequences of loading and unloading operations which it has not performed. Panalpina shall not be liable for appreciation of lost or damaged goods. Panalpina shall not be liable in respect of any consequential loss or damage, such as loss of profit, loss of client, claims for losses due to depreciation and conventional fines. Article 9. LIABILITY IN CASE OF DELAY Damage due to a delay in delivery shall not be indemnified except to the degree that Panalpina's liability in this respect has been duly agreed upon in writing by each party. In addition, the provisions under Article 7 "Limitations " and Article 8 " Exclusions ", remain expressly reserved. In case of indemnification as a result of a damage due to delay, the maximum compensation shall not exceed the carriage charges. Article 10. FORFEITURE AND PERIOD OF LIMITATION/SET-OFF Upon delivery, the consignee shall check the condition of the goods, the quantity, the number and weight of packages and shall immediately report any apparent defects and missing items. Should any irregularity or missing item not be immediately apparent, the consignee shall send due reservations in writing within 48 Hours after delivery. Otherwise, any claims directed against Panalpina shall be forfeited. In addition, the period of limitation for any action against Panalpina shall be one year as from the date of delivery, effective or planned, of the goods to the consignee. Claims due to Panalpina for carriage and storage services, including costs and expenses, may by no means be set-off against other claims. General Conditions by Panalpina, June 8 th, 2012, page 16 of 16