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FREIGHT FORWARDING AGREEMENT

ARTICLE 1 - PURPOSE AND SCOPE

The purpose of this agreement is to define the conditions under which a freight forwarder organises, in his name and on behalf of a principal, hereinafter referred to as the instructing party, the movement of goods.
Its mission may include other services.
This agreement is executed by application of a price, freely agreed to, guaranteeing a fair payment for the different services provided.
Regardless of the means of transport used, this agreement governs the relations between the instructing party and the freight forwarder or those between the first rank freight forwarder and the intermediary freight forwarders, where applicable, successively involved in the organisation of the transport as well as in that of the other services. It also governs the relations between successive freight forwarders.
In the event of ongoing trade relationships between an instructing party and a freight forwarder, subject to a written agreement, each consignment shall be presumed to be performed under the conditions of the aforementioned agreement.

ARTICLE 2 - DEFINITIONS

The following terms shall be understood as follows in this freight forwarding agreement :

2.1. Package

The term package shall be understood as an object or group of equipment comprised from several objects, regardless of their weight, dimensions and volume, forming an identifiable unit load upon issue for transport (tray, cage, bin, trunk, box, container, envelope, bundle, drum, packet, strapped or filmed pallet, bag, case, etc.).

2.2. Freight forwarder

The term freight forwarder shall be understood as any service provider freely organising and ensuring the execution, under its responsibility and in its own name, of the movement of goods from one location to another according to the methods and means of its choice on behalf of an instructing party.

2.3. Instructing party

The term instructing party shall be understood as the party (the principal) that enters into an agreement with the freight forwarder.

2.4. Consignment

The term consignment shall be understood as all goods, including packaging and load supports, effectively made available, at the same time, to the freight forwarder or its performing carrier and whose movement is ordered by the same instructing party for the same recipient from a single loading point to a single unloading point.

2.5. Delivery

The delivery shall be understood as the physical handover of the goods to the recipient or its representative, who accepts the latter.

2.6. Goods

The term goods shall be understood as all movable property subject to the transport operation.

2.7. Accessorial services

The services accessorial to the freight forwarding agreement shall in particular comprise the declaration of value, the declaration of interest in delivery, cash on delivery, goods insurance and custom’s operations.

2.8. Collection

The term collection shall be understood as the acceptance, by the freight forwarder or by its performing carrier, of the goods.

2.9. Reserves

The term reserves shall be understood as the fact of expressing, in an express, precise, justified and significant manner, any dispute regarding the condition and/or quantity of the goods at the time of their collection or delivery and/or regarding the time taken to transport the goods.

ARTICLE 3 - INSTRUCTING PARTY OBLIGATIONS

3.1. Information and documents to be provided by the instructing party to the freight forwarder

In view of good organisation of the shipment and within timeframes compatible with the latter, the instructing party shall provide the freight forwarder, for each consignment, in writing or using any means of electronic data transmission and storage, with the following information and in particular :
1° The nature and object of the shipment to be organised
2° The specific terms and conditions of execution
3° The address, date and where necessary the time at which the goods shall be made available and that at which they must be delivered
4° The name of the shipper and that of the recipient
5° The number of packages and/or the gross weight, dimensions where necessary, and the very precise nature of the goods
6° Any potential hazardous nature of the goods
7° The accessorial services requested
8° As well as any other specific instructions.

3.2. Document inspection

The freight forwarder is required to perform an inspection of the documents provided by the instructing party and directly linked to the organisation of the shipment. Furthermore, it must check the apparent compliance of any other documents issued with the assignment entrusted to it.

3.3. Illicit or prohibited goods

The instructing party is prohibited from entrusting the freight forwarder with organising the shipment of illicit or prohibited goods.

3.4. Transport equipment

The instructing party requesting the provision of a specific type of equipment shall stipulate the latter and confirm its request to the freight forwarder in writing or using any means of electronic data transmission and storage.

3.5. Subject to the freight forwarder’s obligations

, in particular those stipulated in Articles 3-2 and 5, the instructing party shall assume the consequences resulting from false, erroneous, incomplete, unsuitable or late declarations or documents issued to the freight forwarder.

ARTICLE 4 - GOODS PACKAGING AND LABELLING - DECLARATIVE REQUIREMENTS

4.1. If the nature of the goods thus requires

, the latter shall be conditioned, packaged, marked or countermarked by the instructing party so as to resist the transport conditions as well as any possible successive handling and storage operations.

4.2. Each package taken as a unit load must contain a clear label

, applied by the instructing party to ensure the immediate and unequivocal identification of the consignment to which it belongs.

4.3. In the presence of regulated goods

, the instructing party shall apply the mandatory marks and labels on the packagings and, in writing or using any means of electronic data transmission and storage, attract the attention of the freight forwarder to the properties of the goods to be shipped.

4.4. In the presence of sensitive goods

, the instructing party may apply an appropriate label for package traceability purposes.

4.5. The instructing party is prohibited from entrusting the freight forwarder with organising the shipment of hazardous goods.

4.6. No consignment may cause any hazard to people or other goods shipped, or to the vehicles, equipment or means of transport used.

4.7. If the freight forwarder is informed by its performing carrier of the existence of an apparent defect on the conditioning

, packaging or labelling of the goods, it shall quickly inform the instructing party of this, in writing or using any means of electronic data transmission or storage, in order to obtain the latter’s instructions.

ARTICLE 5 - FREIGHT FORWARDER OBLIGATIONS

5.1. Nature of the obligations

The freight forwarder shall be held responsible for the successful outcome of the shipment and is subject to a general performance obligation.
It shall organise the operation according to the information, requests and instructions issued by the instructing party.

5.2. Freight forwarder obligations with regard to its performing carriers

5.2.1. The freight forwarder shall ensure, prior to entering into the contract of carriage

, that the performing carrier that it contacts is authorised to perform the operations with which it is entrusted and has the required skills.

5.2.2. The freight forwarder shall be held solely liable for its choice of performing carriers.

It shall not be required to seek the approval of the instructing party on the name of the intermediary freight forwarders and performing carriers that it selects. With the exception of a personal fault of the freight forwarder, the latter shall not answer for the intermediary freight forwarders and/or performing carriers that have been formerly imposed by the instructing party or the public authorities.

5.2.3. The freight forwarder is required to transmit all information, requests and instructions from the instructing party to the intermediary freight forwarders

or performing carriers and to inform them of the specific features of the goods or operation and ensure that they are capable of executing the agreement in compliance with the assignment with which it has been entrusted by its instructing party.

5.2.4. The freight forwarder shall ensure that the intermediary freight forwarders or performing carriers trace the shipping document

and appended documents throughout the shipment process until the final delivery of the consignment.

5.3. Drafting and inspection of documents required for transport

The freight forwarder shall check that the information and documents required to draw up the shipping document and transport the goods have been provided or, failing which, have been issued to the carrier(s) at the time of collection at the latest. It shall draw up the documents for which it is responsible and shall, as far as possible, ensure that the documents are drawn up by those responsible for the latter.

5.4. Freight forwarder reporting obligations

5.4.1. When the information and/or instructions provided by the instructing party appear ambiguous,

inappropriate, incomplete and/or whose nature may compromise the successful outcome of the assignment, the freight forwarder shall request from the instructing party any additional precisions in writing or using any other means of electronic data transmission or storage.

5.4.2. If it is shown that the instructions provided by the instructing party are incompatible with the regulations

in effect and/or result in any risk, the freight forwarder must refuse to follow such instructions and may not be held liable for this action. It shall inform the instructing party in writing or using any means of electronic data transmission or storage.

5.4.3. The freight forwarder shall inform the instructing party

of any regulations regarding the shipment from the States concerned as well as of the international conventions applicable to the shipment.

5.5. Advisory duty

5.5.1. Prior to entering into the freight forwarding agreement and as soon as it is asked,

the freight forwarder shall inform the instructing party of the advantages and disadvantages of the modes that may be used.

5.5.2. According to the elements provided to it by the instructing party and according to the nature,

the value and the destination of the goods, the deadlines set and the practices of the market considered, the freight forwarder may suggest subscription to a goods insurance policy, a declaration of value and/or a declaration of interest in delivery.

5.5.3. The advisory duty of the freight forwarder is exerted in its area of expertise and is assessed according to the degree of professionalism of the instructing party.

This duty shall be exerted insofar as the freight forwarder has the elements required to organise the shipment within the required timeframe.

5.6. Obligations regarding the operations and delivery process

5.6.1. As soon as it becomes aware thereof,

the freight forwarder shall inform the requesting instructing party of the successful execution of the shipment.

5.6.2. The freight forwarder shall inform the instructing party

of any difficulties encountered when executing the agreement.

5.7. Non-compliance of the freight forwarder with its duties and obligations

The freight forwarder shall be held liable for all consequences of any non-compliance with its obligations, which may be limited under the conditions of Article 13.

ARTICLE 6 - ACCESSORIAL SERVICES

6.1. With the exception of ongoing trade relationships subject to a written agreement,

the formal directives of the instructing party in terms of accessorial services shall be formulated for each consignment in writing or using any other means of electronic data transmission and storage.

6.2. The declaration of value and the declaration of interest in delivery shall follow the legal freight forwarding system.

6.3. The stipulation of cash on delivery is not equivalent to a declaration of value

and shall therefore not modify the rules of compensation for losses and damages as defined in Article 13 hereinbelow.

6.4. Cash on delivery, goods insurance and the custom’s operations shall conform to the rules of the agency agreement.

ARTICLE 7 - GOODS INSURANCE

The freight forwarder shall only work as an agent of the instructing party.
No "goods" insurance shall be taken out by the freight forwarder without written consent, or consent given by any other means of electronic data transmission and storage, and repeated by the instructing party for each consignment, very clearly stipulating the risks to be covered and values to be insured. In the absence of any precise stipulations, only risks classed as ordinary shall be insured. In the event of an ongoing trade relationship subject to a written agreement, each consignment shall be assumed to be subject to the initial instructions.
The freight forwarder shall take out an insurance policy for and on behalf of the instructing party with an insurance company known to be solvent at the time of subscription to the policy.

ARTICLE 8 - DELIVERY

8.1. The delivery shall take place between the hands of the person appointed as the recipient by the instructing party.

8.2.Based on the information transmitted,

the instructing party may request that the freight forwarder takes all appropriate measures to maintain its rights during delivery of the goods.

8.3. Non-delivery, refusal or recipient breach

In the event of a non-delivery (recipient absent, delivery location not accessible, refusal of the delivery by the recipient, etc.), all additional expenses incurred for the goods shall be assumed by the instructing party, unless resulting from negligence by the freight forwarder or its performing carrier.

ARTICLE 9 - INSTRUCTING PARTY BREACH, PREVENTION OF CARRIAGE

The instructing party shall inform the freight forwarder sufficiently in advance depending on the professional practices and mode of transport selected, in the event that the goods cannot be issued within the planned timeframe. Failing this, the freight forwarder shall be entitled to compensation and interest for the direct, proven damages foreseeable when entering into the agreement.

If, once loading is complete, the shipment is hindered or temporarily interrupted or if the execution of the shipment is or becomes impossible, the freight forwarder shall ask for instructions from the instructing party in writing or using any means of electronic data transmission and storage. It shall report all consequences of which it is aware.

If no reply is received from the instructing party within due time, the freight forwarder shall take the measures that it deems best in the interest of the latter to store the goods or undertake their transport using other means or channels. The expenses thus incurred shall be invoiced to the instructing party on presentation of documentary evidence.

If the hindrance results from the instructing party, the freight forwarder shall be entitled to a refund of any unplanned expenses on presentation of documentary evidence.

ARTICLE 10 - PRICE OF SERVICES

10.1. Quotation

The prices shall be freely determined based on the information provided by the instructing party. It shall cover the cost of the different services provided, i.e. the cost of the shipment stricto sensu, including any possible specific instructions, that of the accessorial services where applicable, agreed to, and to which are added the expenses resulting from the creation and the administrative and IT management of the contract of carriage as well as the cost of the intervention by the freight forwarder.

The price shall not include the rights, levies, royalties and taxes owed in application of any regulations, in particular taxation or customs regulations (such as excises, import duties, etc.).

The following expenses shall be invoiced separately, in addition to the main service, which is usually subject to a fixed fee :

a) Accessorial services ;

b) Additional contract management and monitoring fees ;

c) Rights, levies, royalties and taxes owed in application of any regulations, in particular taxation or customs regulations (such as excises, import duties, etc.) ;

d) All taxes related to the shipment and/or all rights which are assumed by the carrier and/or freight forwarder.

10.2. Price renegotiation

The parties may renegotiate the price initially agreed in the event of significant variations in the charges applied by the performing carriers of the freight forwarder resulting from conditions outside of the latter’s control.
The prices initially agreed are renegotiated on the anniversary date of the agreement.

10.3. Tax

All prices are calculated exclusive of tax.

ARTICLE 11 - CHANGES TO THE FREIGHT FORWARDING AGREEMENT

11.1. Modifications to agreements before start of performance

All modifications to the freight forwarding agreement, either instigated by the instructing party or due to circumstances outside of the control of the parties and their performing carriers, shall result in an increase or decrease of the price initially agreed.

If the parties cannot agree to this readjustment, each of the latter may terminate the agreement under the conditions defined in Article 15.1 hereinbelow.

11.2. Modifications to agreements in course of performance

The instructing party modifying the freight forwarding agreement during its execution shall assume all costs incurred by the freight forwarder, on presentation of documentary evidence.
The freight forwarder shall assume the costs resulting from modifications to the conditions of execution of the freight forwarding agreement caused by its actions or those of its performing carriers.

11.3. When the modifications made by the freight forwarder are justified in the best interest of the goods,

the instructing party shall refund the costs incurred on presentation of documentary evidence.

11.4. Modifications affecting the base content of the freight forwarding agreement instigated by the instructing party

If a modification instigated by the instructing party affects the base content of the agreement, the parties may renegotiate the tariff conditions.
If the parties cannot agree to new tariff conditions, each of the latter may terminate the agreement under the conditions defined in Article 15.1 hereinbelow.

ARTICLE 12 - TERMS AND CONDITIONS OF PAYMENT

12.1. Payment of the price of the freight forwarding services is due to the place of issue of the invoice,

which must be paid within a period not exceeding thirty days from its date of issue.
It is stipulated that the instructing party shall be invoiced advance payments equal to 30% of the service prior to the beginning of operations.

12.2. Unilateral compensation of the amount of claimed damages on the price owed to the freight forwarder is prohibited.

12.3. All late payments (exceeding 30 days) shall by right result in the payability of late interest

on the day following the payment date stipulated in the invoice, equal to ten (10) times the legal interest rate as well as fixed compensation for debt collection fees of €40 as per Article D. 441- 5 of the French Code of Commerce, without prejudice to any subsequent compensation under common law, for any other damages directly resulting from this late payment.
The payment due date, the interest rate of late payments and the amount of the fixed compensation for debt collection fees must appear on the invoice.

12.4. If payment deadlines are granted,

all partial payments shall be firstly allocated to subordinated debts.
The non-payment of a single maturity shall, without formalities, lead to loan acceleration, where the remaining balance shall be immediately payable, even in the event of acceptance of bills.

ARTICLE 13 - LIABILITY

The freight forwarder shall be held liable for any damages resulting from shipping, its organisation and the execution of accessorial services and specific instructions.
Compensation for the direct and foreseeable, proven damages shall take place under the following conditions :

13.1. Liability through performing carriers

Compensation for these proven damages owed by the freight forwarder is limited to that engaged by the performing carrier within the scope of the consignment entrusted to the latter. If the compensation thresholds of the performing carriers are unknown or do not result from mandatory, legal or regulatory provisions, they are understood as being identical to those regarding the personal liability of the freight forwarder.

13.2.Personal liability of the freight forwarder

With the exception of wilful misconduct or gross negligence, the compensation for proven personal breaches by the freight forwarder is strictly limited as per the provisions hereinbelow :

13.2.1. Losses and damages to the goods

The compensation owed by the freight forwarder is equal to €20 per kilogram of gross weight of the missing or damaged goods, not exceeding a sum greater than the total of the gross weight of the goods of the consignment expressed in tonnes multiplied by €5,000.

13.2.2. Delay

In the event of proven prejudices resulting from a late delivery, compensation for damages is limited to the price of the freight forwarding service (excluding rights, taxes and miscellaneous fees).

13.3. Declaration of value

The instructing party may register a declaration of value which, determined by the latter and accepted by the freight forwarder, shall result in the substitution of the aforementioned compensation thresholds with the amount of this declaration (see Art. 13.1 and 13.2.1).
This declaration is subject to an additional fee.
In the event that no declaration of value is made by the customer, the compensation owed by the freight forwarder may not exceed €50,000, including cases of gross negligence.

13.4. Declaration of interest in delivery

The instructing party may make a declaration of interest in delivery which, determined by the latter and accepted by the freight forwarder, shall result in the substitution of the aforementioned compensation thresholds with the amount of this declaration (see Art. 13.1 and 13.2.2).
This declaration is subject to an additional fee.

ARTICLE 14 - PRESCRIPTION

All actions to which the freight forwarding agreement may give rise are prescribed for a period of one year.
This deadline shall, in the event of total loss, run from the day on which the goods should have been delivered or offered and, in all other cases, from the day on which the goods were issued or offered to the recipient.

ARTICLE 15 - TERM AND TERMINATION OF THE FREIGHT FORWARDING AGREEMENT

15.1. In the case of ongoing relationships subject to an agreement,

the term of which is undetermined, each party may terminate this agreement by registered letter with acknowledgement of receipt by issuing a one-month notice if the time already lapsed since the beginning of execution of the agreement is not greater than six months.
This notice shall be two months if this time is greater than six months and less than one year.
This notice shall be three months if the duration of the relationship is one year or more.
During the notice period, the parties shall maintain the structure of the agreement.

15.2. In the event of repeated cases of non-compliance by one of the parties with its obligations,

despite the issue of a warning by registered letter with acknowledgement of receipt, the other party may terminate the freight forwarding agreement, regardless of whether the latter is an open-end or fixed-term agreement, without notice or entitlement to compensation, by sending a registered letter with acknowledgement of receipt.

15.3. In the event of serious non-compliance by one of the parties with its obligations,

the other party may terminate the freight forwarding agreement, regardless of whether the latter is an open-end or fixed-term agreement, without notice or entitlement to compensation, by sending a registered letter with acknowledgement of receipt.

15.4. As per the provisions of Article L.132-2 of the French Code of Commerce,

the freight forwarder shall have a lien over the value of the goods subject to its obligation and over the documents regarding the latter for all its forwarding debts on its principal, even those resulting from former operations.
The preferential debt of the freight forwarder shall include, with the principal, the interest, fees and accessorial charges.

ARTICLE 16 - JURISDICTIONAL CLAUSE

In the event of a dispute or claim, the Court of Commerce of Paris shall be considered as the only competent court, even in the event of multiple defenders or the introduction of third parties.

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