General terms and conditions

General Conditions of United Logistic Services International (ULSI) B.V. with registered office at (2491 AG) The Hague, Wolga 12, The Netherlands, Chamber of Commerce Trade Register number 55147712

 1. Purpose and scope.

1.1.       ULSI acts and operates as a freight forwarder, unless it has been agreed in writing that ULSI  acts and operates in a different capacity.

1.2.       These conditions apply to all agreements, orders, services, operations and activities, hereafter called “the service agreement” entered into by ULSI on the one hand and any principal, agent, subcontractor or actual execution on the request or instructions of any    opposite party or principal on the other hand, hereafter collectively called “the principal”.

1.3.       On all service agreements- with the exclusion of any conditions of the principal – the latest version of the Dutch Forwarding Conditions apply. These conditions of the Netherlands Association for Forwarding and Logistics, known as the Fenex conditions can be inspected at https://www.fenex.nl/app/uploads/2020/10/NEDERLANDSE-EXPEDITIEVOORWAARDEN-    EN.pdf as well as at www.ulsi.nl and a copy will be provided to the principal upon request.

1.4.       These Fenex conditions contain an arbitration clause as well as a limitation of liability of the logistics service provider, time limitations for filing claims as well as the right to exercise a lien on any goods of the principal.

1.5.       If ULSI carries out storage in either a purpose hired warehouse or if ULSI stores in the warehouse of the Voerman group of companies, located at the same address as ULSI, the latest edition of Dutch Warehousing Conditions as published by the Netherlands Association for Forwarding and Logistics will be applicable. These conditions can be inspected at: https://www.fenex.nl/app/uploads/2020/10/Nederlandse-Opslagvoorwaarden-Engels-met-nieuw-logo.pdf as well as at www.ulsi.nl and a copy will be provided upon request.

1.6.       ULSI explicitly stipulates that at its sole discretion, ULSI is entitled – deviating from and not withstanding the arbitration as provided for in clause 23 of the Fenex conditions as well as       section 4 of the Dutch Warehousing Conditions about disputes – to submit any claim it sees fit, not to arbitration but to the competent court in The Hague (The Netherlands), which court has exclusive jurisdiction if ULSI makes use of this provision, subject to the proviso in clause 7.2. hereafter, allowing ULSI to submit any claim to another Court in the Netherlands.

1.7.       By nature of the service agreement, the services executed by ULSI on behalf of the principal involve employing and instructing third parties and auxiliary companies – like freight    forwarders, agents, contractors, fulfillment performers, installers, carriers – either road, sea, air or otherwise – hereafter collectively called “subcontractors” to carry out a variety of services or activities in order to execute the service agreement.

1.8.       ULSI is free in the choice of selecting any subcontractor as ULSI sees fit or as needed for the execution of the service contract unless this has explicitly been agreed otherwise in writing. ULSI is allowed to accept any general and contractual conditions of these subcontractors for the account and risk of the principal. International Treaties, national, domestic or federal law or additional rules and regulations may also be applicable, all of which may contain a limitation of liability clause as well as time limitations concerning filing any claims and the right to exercise a lien.

1.9.       ULSI will carry out the services as described in its offer and within a reasonable time,  however time is not of the essence and ULSI is not liable for any damages or losses due to a delay however caused.

1.10.     The principal must safeguard and indemnify ULSI, its employees and subcontractors from any  and all claims of third parties concerning the proper execution of the service contract,    including fines or taxes levied by public authorities, customs and excise, or tax authorities.

1.11.     The principal guarantees it has full title and is without limitation entitled to supply the goods that are the subject of the order, to ULSI and the principal guarantees that ULSI is entitled to collect any goods that are the subject of the order.

2. Insurance.

2.1.       Insurance is never part of the service contract and must be agreed separately.

2.2.       In case insurance is wanted, ULSI will – upon the request of the principal – provide contact  details of insurance broker(s), however without accepting any liability or responsibility. The        principal himself must enter into the subject insurance agreement concerning covering any losses or damages that may occur at the execution of the service agreement. ULSI cannot be held liable for any damage or losses, however suffered, by the principal in connection to the  insurance. General Conditions of United Logistic Services International (ULSI) B.V. with registered office at (2491 AG) The Hague, Wolga 12, The Netherlands, Chamber of Commerce Trade Register number 55147712. Page 2 of

3. Force majeure.

3.1.       In case of force majeure, no matter where and at what stage this occurs and no matter if it occurs concerning the services of any subcontractor or the contractors engaged by subcontractors or with ULSI itself, all obligations of both parties are suspended for the duration of the force majeure with a maximum period of three months.

3.2.       After the period of three months, the service contract is dissolved and comes to an end.

3.3.       The principal must indemnify ULSI for all extra costs incurred by ULSI as a result of the occurrence of force majeure.

4. Payment.

4.1.       ULSI is entitled at any time to ask for a deposit on account or other appropriate security. If the principal does not comply, ULSI is entitled to suspend and stop the execution of the service contract.

4.2.       Invoices are due 14 days from the date of the invoice, after which the Dutch commercial interest rate applies.

4.3.       All amounts are to be paid to the bank account listed on the invoices. Any change of the bank  account or bank transfer details will be done by written letter to be followed up by telephone confirmation from the manager of ULSI and never through emails alone.

4.4.       The principal is not allowed to suspend payment or set off or compensate any amounts due.

4.5.        Until any and all obligations due by the principal have been complied with, ULSI is entitled to exercise a lien on all goods and documents. Furthermore, ULSI is entitled to withhold       delivery, disallow access, not make available or not provide relevant information concerning the subject goods. This right can be exercised against any third part, liquidator, agent or any   other interested party or entity.

4.6.       Upon first request, the principal must pledge the goods to ULSI as security for invoices due and future invoices.

4.7.       If the principal does not comply with its obligations to pay in time, ULSI is entitled to start legal action against the principal, and all costs related thereto are for the account of the principal, these being 10% of the amounts due and with a minimum of 1000.00 Euros.

4.8.       In case of a moratorium or bankruptcy of the principal, all outstanding amounts are due  immediately

5. Claims and time limitations.

5.1.       Any and all claims against ULSI of whatever nature and however caused, concerning physical  damage, short or late delivery, missing parts, incorrect or improper installing or delivery,     consequential or direct or indirect losses must be submitted within TWO days after the goods are delivered and installed at the agreed place of destination and made available to the principal.

5.2.       Claims must be accompanied by an independent survey report in case of physical damage and ULSI must be informed in a timely manner about the survey, allowing ULSI to counter   survey simultaneously.

5.3.       Any claims not made in accordance with the above can not be accepted and ULSI will not be held liable.

5.4.       All claims must be submitted in writing to the address of ULSI.

6. Severability.

6.1.       In case any provision in these Conditions is found to be invalid, illegal or unenforceable, the  validity, legality and enforceability of the remaining provisions shall not in any way be affected  or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

6.2.      When addressing any dispute or claim, the contents of the offer which is part of the service contract, shall be considered first. Thereafter, these general conditions must be taken into          consideration. In case of any conflict, the contents of the service contract will take preference

7. Applicable Law and Jurisdiction.

7.1.       The service contract is subject to Dutch law.

7.2.       The Courts in The Hague have exclusive jurisdiction concerning any dispute arising from this service contract or related thereto, unless ULSI opts for starting an action at another Court         inside or outside the Netherlands where the principal has his principal place of business or at the place where an affiliate or subsidiary is located, all at the sole discretion of ULSI.