GENERAL TERMS & CONDITIONS TRANSPORT COMMISSIONAIRE

I.    DEFINITIONS RELATED TO TRANSPORT CONDITIONS

Kobro Transport & Logistics BV (hereinafter: Kobro), with its registered office at Bloemenlei 7, 2920 Kalmthout, registered in the Crossroads Bank for Enterprises (CBE) under no. 1023.009.312, provides services as a transport commissionaire within the meaning of Article 1.1° of the Act of 26 June 1967 on the status of intermediaries in the field of goods transport. This term refers to any natural or legal person who, in return for remuneration, undertakes to carry out the transport of goods and has this transport carried out in his own name by third parties. Kobro therefore does not carry out the transport orders himself (he does not have its own lorries or drivers), but always engages a transport company-subcontractor for this purpose. Kobro holds the legally required licence for transport commissionaires, issued by the Belgian Federal Ministry of Mobility (licence number: 3926001).

Within the meaning of these conditions, ‘client’ means all those who place a transport order, or more generally enter into a legal relationship, with Kobro, on the understanding that the principal, by placing the order or entering into a legal relationship, declares himself authorised to do so and, consequently, personally guarantees the obligations resulting from the order.

Within the framework of the present terms and conditions, the client shall also warrant on behalf of the shipper and/or consignee that the latter is aware of and agrees to the present terms and conditions, failing which he shall compensate Kobro for all costs and indemnify Kobro against any possible claim.

II.   SCOPE OF APPLICATION

These general conditions shall apply to all orders given to and agreements concluded with and, in general, all legal relationships with Kobro, unless otherwise agreed in writing. This implies that the general conditions of each other party, in whatever form, cannot in any way apply to the legal relationship with Kobro. By merely accepting the offer and giving the transport order, the client also accepts the general conditions.

III.  OFFERS

All offers, made in whatever form, are non-binding and apply only as an invitation to give or issue an order, unless otherwise specified in writing by Kobro. Verbal orders shall not be definitively accepted until they have been confirmed in writing within 24 hours or the order has been fulfilled by Kobro. Written confirmations must be as complete as possible, with all information necessary for the proper execution of the order (nature and number of goods, weight, temperature, exact product composition, location, value, Loading and unloading specifications with, in particular, the procedures and material required for this, information for stowage and cargo securing, etc.). This information must be in the possession of Kobro sufficiently in advance in order to be able to execute the order as requested, taking into account such factors as distance of transport route, driving and resting times, time slots at loading and unloading points, administrative arrangements, pre-notification, etc. Kobro reserves the right to refuse a transport order despite offers made.

IV. TRANSPORT DOCUMENTS

The client is obligated to timely add all documents with the cargo that are required to accompany the goods by laws or regulatory provisions. Failure to submit the required documents or their late submission will result in the discharge of Kobro's liability, whereby the client shall indemnify Kobro, without prejudice to the possibility to refuse the shipment and the right to compensation. Under no circumstances shall Kobro be liable for incorrect or incomplete information on the transport documents. All costs, liabilities and damages that may arise therefrom shall be borne exclusively by the client, from whom they may be reclaimed.

V.   LOADING – UNLOADING – WEIGHT – STOWAGE

Unless otherwise agreed in writing, the parties expressly agree that loading and unloading shall be done by the client (or loader), respectively the consignee. Loading and unloading is also understood to mean lifting and unloading containers onto a chassis. To the extent that the driver performs these acts, this shall be done under the exclusive supervision, control and responsibility of the client (or loader) or consignee. Kobro bears no liability whatsoever for damage caused by, and/or during loading and unloading.

The client shall provide Kobro with the necessary documentation containing: the correct description of the goods, the mass of the total load, all information necessary for correct packaging, any unusual transport parameters in the case of individual packages. The parties agree, in application of Article 45bis Road Code and other similar regulations in jurisdictions other than Flanders, that the client or shipper shall always ensure a correct distribution of the goods on the loading floor, respecting the maximum authorised mass of the vehicle and under its axles. The parties also agree that the client or shipper shall be responsible for stowing and securing the goods, and that if the driver should intervene, this shall be done under the responsibility and on the basis of the instructions of the client or shipper. If the vehicle used by Kobro or the used stowage proves to be unsuitable because incorrect or incomplete information was communicated by the client or shipper, or if the transport packaging proves not to be sturdy enough to enable a correct securing of the load, the costs and damages caused by this shall be entirely for the account of the client.

Delivery shall take place at the doorstep or at the quay of the buildings if no other place has been agreed. If loading or unloading is to take place on the public highway, the client, loader or consignee shall provide the necessary permits.

The movement of the vehicle within the premises of the client, loader or consignee shall be done entirely on the instructions and under the responsibility of these last named. However, Kobro may overrule such instructions if he is convinced that local circumstances endanger his vehicle or the load. The client, loader or consignee shall commit to constructing and maintaining access roads and stationing areas so that Kobro's vehicles can manoeuvre easily and safely.

If there is no competent person on site at the agreed time of delivery, Kobro shall be instructed to unload the good to be delivered on site, after which the delivery shall be communicated by Kobro to the client by any means and the latter shall be deemed to have accepted this delivery without any reservation.

Unless the client has explicitly asked Kobro to check the gross weight of the load within the meaning of article 8 paragraph 3 CMR, the client shall remain responsible for any overloading, including overloading by axle, observed during transport. The client shall reimburse all costs arising therefrom, including damage due to immobilization of the vehicle and any fines or other legal costs that may arise therefrom

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VI. LIABILITY AND LEGAL FRAMEWORK / CMR

On every transport order and its execution, the mandatory provisions of the CMR convention apply. Kobro exonerates himself from any liability other than that provided for in the CMR Convention and any other mandatory regulations. In any event, and except in cases of willful misconduct, the extent of Kobro’s liability for damage to goods other than those being transported shall be limited per claim to a maximum of 8.33 STR per gross kg weight of the transported cargo per incident.

It is the client’s responsibility to take out all-risk insurance for the goods, which provides compensation for any damage or loss exceeding the aforementioned CMR limits.

Unless express, prior and written acceptance by Kobro and expressly stated on the consignment note, no transport order shall be accepted under a cash on delivery clause, under assumed value of the goods or special interest in delivery. The transport of risk goods (jewellery, money, antiques, securities, excisable goods, etc.) shall only be accepted at the client's risk. In cases of force majeure (weather conditions, exceptional traffic conditions, strike, etc.), Kobro shall be entitled either to change the freight charges and conditions or to terminate the contract of carriage without any compensation unless otherwise agreed.

Kobro shall have the right to adjust the freight rate in case of changes in prices of raw materials, in case of changes in prices of its own suppliers or by changes in the legislative framework such as - but not limited to - changes in taxes or duties imposed.

Kobro assumes no responsibility regarding the condition of containers. The signing of the receipt or interchange shall only constitute proof of receipt of the container. The containers filled handed over to Kobro will be received without examination of their contents, with the clause ‘said to contain’ applying by right. The client shall provide and affix the seal of the container. If Kobro has to affix the seal himself, this shall always be done under the responsibility of the client.

When loading or unloading is to be done at a terminal with pre-notification, it is the client's responsibility to provide Kobro with all the necessary references for booking the time-slot and for automatic handling at the terminal at the latest 24 hours before commencement of the assignment. Kobro cannot be held liable for the unavailability of time slots.

Kobro does not bear any responsibility regarding the completion of customs formalities. The client and the consignee respectively shall complete the customs formalities. If Kobro is requested to complete certain customs formalities (e.g. presentation for scanning, etc.), this shall be done on the instruction and responsibility of the client. The client shall provide all necessary documents and instructions in due time. The client shall reimburse Kobro for the costs related to these services.

Any costs of detention or demurrage shall be borne by the client and cannot be charged to Kobro.

In case of storage of goods by Kobro, Kobro shall not be liable for damage to or loss of goods in case of theft by breaking and entering and/or violence, fire, explosion, lightning, impact of aircraft, water damage, inherent vice of the goods and their packaging, hidden defects and force majeure. The liability shall in any case be a maximum amount of 8.33 Special Drawing Rights (S.T.R.) per kilogram of lost or damaged goods with the absolute maximum of €25,000 per event or series of events with one and the same cause of damage. Kobro shall not be liable for any indirect damage, including economic loss, consequential damage or immaterial damage.

The parties expressly agree that the client who enters into a legal relationship with Kobro for the performance of any agreement entered into with a third party shall ensure that, to the extent permitted by law, a third-party clause is included in the agreement with that third party which excludes the extra-contractual liability of Kobro and any auxiliary persons. The client and Kobro thus expressly agree that Article 6.3, §2 of the Civil Code cannot be invoked against Kobro. The client undertakes to expressly stipulate in every contract he enters into with his own principals that Article 6.3, §1 of the Civil Code cannot be invoked against Kobro. The client shall also require its principals to stipulate in all further contracts they enter into within the contractual chain that Article 6.3, §2 of the Civil Code cannot be invoked against Kobro.

The client shall indemnify Kobro against all claims, damages and costs arising from or related to the situation in which Kobro is sued as an auxiliary by a principal higher up in the contractual chain and which arise from or may be related to the performance of the agreed assignments or services, with the exception of damages or claims arising from gross negligence or wilful misconduct by Kobro or its auxiliary persons. The client shall be fully liable and indemnify Kobro for all damages, losses and costs suffered by Kobro as a result of the failure of the client or any other party in the contractual chain to comply with the obligations set out in this article.

VII.   INVOICES, FREIGHT COSTS, TRANSPORTATION EXPENSES AND PAYMENT TERMS

The freight costs and transport expenses are payable by the client. In the case of transport where the client indicates that payment will be made by the recipient, the client and recipient are jointly and severally liable for payment. The loading and unloading of the transported goods must be done at the expense and risk of the client. No set-off may be applied between the freight charges and any amounts claimed by Kobro. The application of set-off between the freight costs and any possible claim against Kobro is explicitly excluded.

Quoted prices are always 'bare' prices. This means that the prices are always based on distance. Any surcharges must be added (including, but not limited to, waiting hours, ADR surcharge, customs scans, intermediate stops, physical inspection, diesel surcharge). Rates for these surcharges are available on request and may vary. The parties agree that Kobro will be entitled to charge a diesel surcharge according to the increases in the official maximum price for low-sulphur diesel (10 ppm) as published daily on the Federal Government Service Economy website on the prices quoted at the start of the cooperation.

Unless otherwise agreed in writing, the invoices from Kobro are payable on the specified date and without any discount. In the absence of a specified due date, the invoice is payable 30 days from the date of issue. After the due date, the client is automatically considered to be in default without the need for a written notice and a conventional indemnity is immediately due in the amount of 12% of the outstanding amount, with a minimum of €125,  as well as interest from the due date at the rate 1,5% per month, with any part of the month considered as a full month. The grant of this conventional indemnity of 10% does not exclude the grant of any legal fees or any other proven recovery costs. In the absence of payment on the due date, all outstanding invoices also become immediately and fully payable by operation of law without the need for a notice of default.

The various claims of Kobro against the client, even if they relate to different shipments and goods no longer in possession, shall form a single and indivisible claim to the extent to which Kobro may exercise all its rights and privileges. Furthermore, Kobro may exercise a right of pledge and/or lien on any material and/or goods which it dispatches, transports, stores or holds in any way, to cover any sums due or to become due to its client from any cause whatsoever. Notwithstanding any insolvency, assignment of claims, attachment and concurrence, Kobro may apply set-off or novation to the obligations which Kobro has towards its contracting party and which the latter has towards Kobro. This right shall in no way be affected by the notification or service of insolvency, assignment of debt, any form of attachment or any concurrence. However, no set-off may be applied between the freight and carriage charges due to Kobro and any amounts claimed from Kobro.

Any objection to Kobro's invoices must be made in writing within eight (8) days of receiving the invoice and must be sent by registered mail to the address of Kobro's registered office. If the complaint is not lodged in a timely manner, the assignment is irrevocably deemed accepted and properly executed.

VIII.         WAITING HOURS

The time frame for loading and unloading is calculated from the offering at the loading/unloading location, regardless of whether the goods have been accepted or not, and will be a maximum of four hours (2 hours loading, 2 hours unloading) for a full truck load (FTL) and a maximum of three hours (1.5 hours loading, 1.5 hours unloading) for a less than truck load (LTL) of between three and 10 load metres. For a less-than-truckload of up to 3 loading metres, this is a maximum of two hours (1 hour loading, 1 hour unloading). An additional charge of €60.00 will be applied for each additional hour. Waiting hours are calculated per half-hour or part thereof. After six waiting hours, a flat-rate daily charge of €425.00 will be applied. If the lorry has to stay overnight, this flat-rate charge will be €625.00.

In cases of force majeure (weather conditions, exceptional traffic conditions, strike, etc.), Kobro shall be entitled either to change the freight charges and conditions or to cancel the transport contract without any compensation, unless otherwise agreed.

For the fulfilment of customs formalities, Kobro acts solely as an agent of the sender. Abnormal waiting times at customs due to, among other things, strikes, issues with the waybill ,or various customs documents, etc., entitle to a surcharge.

IX. CANCELLATION

For all cases in which, after acceptance of the order, the order does not go ahead or is cancelled or rescinded, the client undertakes to pay Kobro compensation, a so-called fault freight, corresponding to at least 20% of the agreed freight price. If cancellation is notified after 14h00 on the day before the transport, this compensation rises to 75% of the freight charges and if cancellation is made on the day of the transport it amounts to 100% of the freight charges.

X.   APPLICABLE LAW AND JURISDICTION

Kobro and the client hereby submit to Belgian law in respect of these general conditions and in respect of all agreements between the parties. For any disputes arising between the parties, the courts at the registered office of Kobro shall have jurisdiction, as well as the courts mentioned in Article 31, paragraph 1 of the CMR Convention, which also possess international jurisdiction.

XI. NULLITY

The possible nullity of any provision of these terms and conditions shall not affect the validity of the remaining provisions, which shall remain unaffected and fully applicable.