Terms and Conditions

Bill of Lading Terms and Conditons

Titles set forth below are for easy reference only.

1. APPLICABILITIES

Notwithstanding the heading "Combined Transport Bill of Lading" the provisions set out and referred to in this document shall also apply if the transport as described on the face of this Bill of Lading is performed by one mode of transport only.

2. DEFINITIONS

"Merchant" means and includes the Shipper, the Consignor, the Consignee, the Holder of this Bill of Lading the Receiver and the Owner of the Goods. "The Freight Forwarder" means the issuer of this Bill of Lading as named on the face of it.

3. ISSUANCE OF THE "COMBINED TRANSPORT BILL OF LADING"

3.1 By the issuance of this "Combined Transport Bill of Lading" the Freight Forwarder

a)undertakes to perform and/or in his own name to procure the performance of the entire transport from the place at which the goods are taken in charge to the place designated for delivery in this Bill of Lading.

3.2 For the purposes and subject to the provisions of this Bill of Lading, the Freight Forwarder shall be responsible for the acts and omissions of any person of whose services he makes use for the performance of the contract evidenced by this Bill of Lading.

4. NEGOTIABILITY AND TITLE TO THE GOODS

4.1 By accepting this Bill of Lading the merchant and his transferees agree with the Freight Forwarder that, unless it is marked "Non-negotiable", it shall constitute title to the goods and the holder, by endorsement of this Bill of Lading, shall be entitled to receive or transfer the goods herein mentioned.

4.2 This Bill of Lading shall be prima facie evidence of the taking in charge by the Freight Forwarder of the goods a herein described. However, proof to the contrary shall not be admissible when this Bill of Lading has been negotiated or transferred for valuable consideration to third party acting in good faith.

5. DANGEROUS GOODS AND INDEMNITY

5.1. The Merchant shall comply with rules which are mandatory according to the national law or by reason of international Convention, relating to the carriage of goods of a dangerous nature and shall in any case inform the Freight Forwarder in writing of the exact nature of the danger before goods of a dangerous nature are taken in charge by the Freight Forward and indicate to his, if need be, the precautions to be taken.

5.2. If the merchant fails to provide such information and the Freight Forwarder is unaware of the dangerous nature of the goods and necessary precautions to be taken and if at any time they are deemed to be a hazard to life or property, they may at any place be unloaded, destroyed or rendered harmless, as circumstances may require, without compensation and the Merchant shall be liable for loss, damage, delay or expenses arising out of their being in charge, or their carriage, or of any service incidental thereto. The burden of proving the Freight Forwarder knew the exact nature of the danger constituted by the carriage of the said goods shall rest upon the person entitled to the goods.

5.3. If any goods shipped with knowledge of the Freight Forwarder as to their dangerous nature shall become a danger to the vehicle or cargo, they may in like manner be unloaded or landed at any place or destroyed or rendered innocuous by the Freight Forwarder without any liability on the part of the Freight Forwarder, except to General Average, if any.

6. DESCRIPTION OF GOODS AND MERCHANT'S PACKING.

6.1. The consignor shall be deemed to have guaranteed to the Freight Forwarder the accuracy at the time the goods were taken in charge by the Freight Forwarder of the description of the goods, marks, number, quantity, weight and/or volume as furnished by him, and the consignor shall indemnify the Freight Forwarder to such indemnity shall in no way limit has responsibility and liability under this Bill of lading to any person

other than the consignor.

6.2. Without prejudice to Clause 7 (A) (2) (c) the Merchant shall be liable for any loss, damage, or injury caused by faulty or insufficient packing of good or by faulty loading or packing within containers and trailers and on flats when such loading or packing has been performed by the Merchant or on behalf of the Merchant by a person other than the Freight Forwarder, or by the defect or unsuitability of the containers, trailers or flats, when supplied by the Merchant, and shall indemnify the Freight Forwarder against any additional expenses so caused.

7. EXTENT OF LIABILITY

A.1) The Freight Forwarder shall be liable for loss or damage to the goods occurring between the time when he takes the goods into his charge and the time of delivery.

2) The Freight Forwarder shall, however, be relieved of liability for any loss or damage if such loss or damage was caused by,

a) an act or omission of the Merchant, or person other than the Freight Forwarder acting on behalf of the Merchant or from whom the Freight Forwarder took the goods in charge.

b) insufficiency or defective condition of the packaging or marks and/or number.

c) handling, loading, storage or unloading of the goods by the Merchant or any person acting on behalf of the Merchant.

d) inherent vice of the goods.

e) strike, lockout, stoppage or restraint of labor, the consequences of which the Freight Forwarding could not avoid by the exercise of reasonable diligence.

f) any cause or event which the Freight Forwarder could not avoid and the consequences whereof he could not prevent by the exercise of reasonable diligence.

g) a unclear incident if the operator of a unclear installation or person acting for him is liable for the damage under an applicable international Convention or national law governing liability in respect of such unclear energy.

3) The Burden of proving that the loss or damage was due to one or more of the above causes or events shall rest upon the Freight Forwarder. When the Freight Forwarder establishes that in the circumstances of the case, the loss or damage could be attributed to one or more of the causes or events specified in b) to d) above, it shall be presumed that it as so caused. The claimant shall, however, be entitled to prove that the loss or damage was not, in fact, caused wholly or partly by one or more of these causes or events.

B. When in accordance with Clause 7 A.1 The Freight Forwarder is liable to pay compensation in respect of loss or damage to the goods and stage of transport where the loss or damage occurred is known, the liability of the Freight Forwarder in respect of such loss or damage shall be determined by the provisions contained in any international Convention or national law which provisions

(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 Freight Forwarder in respect of the particular state of transport where the loss or damage occurred and received as evidence thereof any particular document which must be issued in order to make such

international convention or national law applicable.

8. PARAMOUNT CLAUSE

The Hague Rules contained in the International Conventions for the unification of certain rules relating to Bill of Lading dated Brussels 25th August, 1924, or in those protocol of Brussels dated February, 23rd, 1968 as enacted in the country of Shipment, shall apply to all carriage of goods by sea and where no mandatory international or national law applies to the carriage of goods by inland waterways also, and such provisions shall apply to all goods whether carried on deck or under deck. This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act, approved April 16, 1936 ("COGSA"). All provisions of COGSA and the bills of lading shall apply to the period prior to loading and after discharge. To the extent the Harter Act

is compulsively applicable, the Freight Forwarder's responsibility shall be subject to COGSA.

9. SHIPPER-PACKED CONTAINER

If a container has been filled, packed or loaded by the Merchant, the Freight Forwarder shall not be liable for loss or damage to the contents and the Merchant shall indemnify the Freight Forwarder against any loss, damage, liability or expenses incurred by the Freight Forwarder.

10. DELAY, CONSEQUENTIAL LOSS, ETC.

The Freight Forwarder does not undertake that the goods shall arrive at the port of discharge or place of delivery at any particular time or to meet any particular market. The Freight Forwarder shall in no circumstance be liable for any indirect or consequential loss or damage caused by delay. The Freight Forwarder shall in no circumstance by liable for direct or indirect or consequential loss or damage arising from any other cause.

11. THE AMOUNT OF CONPENSATION

11.1. When the Freight Forwarder is liable for compensation in respect of loss/damage to the goods, such compensation shall be calculated by reference to the value of such goods at the place and time they are delivered to the Consignee in accordance with the contract or should have been so delivered.

11.2. The value of goods shall be fixed according to the current commodity exchange price or if there be no such price, or if there be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.

11.3. Compensation shall not, however, exceed US $20/CBM or maximum US $500 of the goods lost or damaged, unless with the consent of the Freight Forwarder. The Merchant has declared a higher value for goods and such higher value has been stated in “Combined Transport Bill of Lading,” in which case such higher value shall be the limit. However, the Freight Forwarder shall not in any case be liable for an amount greater than the actual loss to the person entitled to make the claim.

12. DEFENCES

12.1. The defenses and limits of liability provided in this conditions shall apply in any action against the Freight Forwarder for loss or damage to the goods whether the action be founded in contract or in tort.

12.2. The Freight Forwarder shall not be entitled to the benefit of the limitation of liability provided for in paragraph 3 of Clause 11 if it is proved that the loss or damage resulted from an act or omission of the Freight Forwarder done with intent to cause damage or recklessness and with knowledge that damage would probably result.

13. LIABILITY OF SERVANTS AND SUB-CONTRACTOR

13.1. If an action for loss of or damage to the goods is brought against a person referred to in paragraph 2 of Clause 3, such person shall be entitled to avail himself of the defenses and limits of liability which the Freight Forwarder is entitled to invoke under these conditions.

13.2. However, if it is proved that the loss or damage resulted from an act or omission of this person, done with intent to cause damage or recklessly and with knowledge that damage would probably result, such person shall not be entitled to benefit of limitation of liability provided for in paragraph 3 Clause 11.

13.3. Subject to the provisions of paragraph 2 of Clause 12 and paragraph 2 of this Clause, the aggregate to the amounts recoverable form the Freight Forwarder and the persons referred to in paragraph 2 of Clause 2 shall in no case exceed the limits provided for in these Conditions.

14. METHOD AND ROUTE OF TRANSPORTATION

The Freight Forwarder reserves to himself a reasonable liberty as tot he means route and procedure to be followed in handling, storage and transportation of goods.

15. DELIVERY

If delivery of the goods or any part thereof is not taken by the Merchant at the time and place when and where the Freight Forwarder is entitled to call upon the Merchant to take delivery thereof, the Freight Forwarder shall be entitled to store the goods or the part thereof at the sole risk of the Merchant, where

upon the liability of the Freight Forwarder in respect of the goods or part thereof stored as aforesaid (as the case may be) shall wholly cease and the cost of such storage (if paid by or payable by the Freight Forwarder or any agent or sub-contractor of the Freight Forwarder) shall forthwith upon demand be paid

by the Merchant to the Freight Forwarder.

16. FREIGHT AND CHARGES

16.1. Freight shall be paid in cash without discount and whether pre-payable or payable at destination, shall be considered as earned on receipt of the goods and not to be returned or relinquished in any event.

16.2. Freight and other amounts mentioned in this Bill of Lading are to be paid in the currency named in the Bill of Lading or at the Freight Forwarder's option in the currency of the country of dispatch or destination at the highest rate of exchange for banker sight bills current for pre-payable freight on the day of dispatch and for freight payable at destination on the day when the Merchant is notified of arrival of the goods there or on the date of withdrawal of the delivery order, whichever rate is the higher or the option of the Freight Forwarder on the date of the Bill of Lading.

16.3. All dues, taxes and charges other expenses in connection with the goods shall be paid by the Merchant.

16.4. The Merchant shall reimburse the Freight Forwarder in proportion to the amount of freight for any costs for deviation or delay or any other increase of costs of whatever nature caused by way, warlike operations, epidemics, strikes, government directions or force majeure.

16.5. The Merchant warrants the correctness of the declaration of contents, insurance, weight, measurement or value of the goods but the Freight Forwarder reserves the right to have the contents inspected and the weight, measurement or value verified, if on such inspection, it is found the declaration is not correct it is agreed that a sum of equal either to five times the difference between the correct figure and the freight charged, or to double the correct freight less the freight charged, whichever sum is the smaller, shall be payable as liquidated damage tot he Freight Forwarder for his inspection costs and losses of freight on other goods, notwithstanding any other sum having been stated on the Bill of Lading as freight payable.

17. LIEN

The Freight Forwarder shall have a lien on the goods for any amount due under this Bill of Lading including storage fee and for the cost of recovering same, and may enforce such lien in any reasonable manner which he may think fit.

18. GENERAL AVERAGE

The Merchant shall indemnity the Freight forwarder in respect of any claims of a General Average nature which may be made on him and shall provide such security as may be required by the Freight Fordwarder in this connection.

19. NOTICE

Unless notice of loss or damage to the goods and the general nature of it be given in writing to the Freight Forwarder or the persons referred to in paragraph 2 of Clause 3 at the place of delivery before or at the time of the removal of the goods into custody of the persons entitled to delivery thereof under this Bill of Lading or if the loss or damage be no apparent within seven consecutive days thereafter, such removal shall be prima facie evidence of the delivery by the Freight Forwarder of the good described in this Bill of Lading.

20. NON DELIVERY

Failure to effect delivery within 90 days after the expiry of a time limit agreed expressed in A.C.T. Bill of lading or where no time limit is agreed and so expressed, failure to effect delivery within 90 days after the time it would be reasonable to allow for diligent completion of the combined transport

operation shall, in the absence of evidence to the contrary, give to the partly entitled to receive delivery the right to treat the goods as lost.

21. TIME BAR

The Freight Forwarder shall be discharged of all liability under the rules of these Conditions unless suit is brought within nine months after

(i) the delivery of the goods, or

(ii) the date when the goods should have been delivered, or

(iii) the date when in accordance with Clause 20, failure to deliver the goods would, in the

absence of evidence to the contrary, give to the party entitled to receive delivery the right to

treat the goods as lost.

22. JURISDICTION

Actions against the Freight Forwarder may only be instituted in the country where the Freight Forwarder has his principal place of business and shall be decided according to the law of such country.

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CFS Terms and Conditons

FCC means FCC Logistics Inc. and their employees, agents or authorized representatives.

Customer means the cargo owner and any party who has engaged the services of FCC, and their employees, agents or representatives and the cargo owner.

(1) ACCEPTANCE

The act of tendering goods described herein for storage or other services,
including but not limited to warehousing, import, export, outturn or transport by FCC shall constitute acceptance by the customer of the terms and conditions set forth herein.

(2) SHIPPING TO FCC

Customer agrees not to ship goods to FCC as the named consignee. If, in violation
of this agreement, goods are shipped to FCC as named consignee, Customer agrees to notify carrier, with copy of such notice to FCC, that FCC is a warehouse and has no
beneficial title or interest in such property. Customer further agrees to indemnify and hold harmless FCC from any and all claims for unpaid transportation charges, including undercharges, demurrage, detention or charges of any nature, in connection with goods so shipped. Customer further agrees that, if it fails to notify carrier as required by the preceding sentence, FCC shall have the right to refuse such goods and shall not be liable or responsible for any loss, injury, or damage of any nature to or related to, such goods.

(3) TENDER OF GOODS TO FCC

All goods shall be delivered to FCC marked and packaged for handling. The
Customer shall furnish at or prior to such delivery, a manifest showing marks, brands, or sizes to be kept and accounted for separately, and the class of storage and other services desired.

(4) STORAGE PERIOD AND CHARGES

Storage charges are billed in advance on the first day of each month. All other
charges will be billed in accordance with the customary practice of FCC.

(5) TRANSFER, TERMINATION OF STORAGE, REMOVAL OF GOODS

(a) Instructions to transfer goods on the books of FCC are not effective until
delivered to and received by FCC, and all charges up to the time transfer is made are
chargeable to the Customer of record. If a transfer involves rehandling the goods, such rehandling will be subject to a charge at FCC standard rates.

(b) FCC reserves the right to move, at its expense, 14 days after notice is sent
by mail, or facsimile or electronic mail to the Customer of record, any goods in storage from the warehouse in which they may be stored to any other of its warehouses. FCC will store the goods at, and may without notice move the goods within and between, any one or more of the warehouse buildings which comprise its warehouse complex.

(c) If as a result of a quality or condition of the goods which FCC was not
placed on written notice of at the time the goods were tendered to FCC, the goods are
determined by FCC to be a hazard to other property or to the warehouse or to persons,
FCC may sell the goods at public or private sale, without advertisement on reasonable
notification to all persons known to claim an interest in the goods. The sale will not occur until at least fifteen (15) days after notice to Customer, unless the goods are perishable. If the goods are perishable the sale may occur immediately upon notice to the Customer. If FCC, after a reasonable effort is unable to sell the goods, or can not complete a sale, it may dispose of them in any lawful manner and shall incur no liability by reason of such disposition. Pending such disposition, sale, or return of the goods, FCC may remove the goods from the warehouse and shall incur no liability by reason of such removal.

(d) Customer agrees that when FCC releases goods to Customer or its
authorized representative, including any common carrier or bailee engaged by Customer, that FCC will have no further obligation or responsibility to Customer or for the goods. A signed receipt to FCC without exception as to loss or damage shall be conclusive evidence that the goods were not lost or damaged while in the possession of FCC.

(6) HANDLING

(a) The handling charge covers the ordinary labor involved in receiving goods
at warehouse door, placing goods in storage, and returning goods to warehouse door.

(b) Unless otherwise agreed, labor for unloading and loading goods will be
subject to a charge at the agreed upon rates. Additional expenses incurred by FCC in receiving and handling damaged goods, and additional expense in unloading from or loading into cars or trailers or other containers not at warehouse door will be charged to the Customer at the customary rates of FCC.

(c) FCC shall not be liable for demurrage or detention, delays in unloading
inbound cars, trailers or other containers, or delays in obtaining and loading cars; trailers or other containers for outbound shipment unless FCC has failed to exercise reasonable care.

(7) DELIVERY REQUIREMENTS

(a) No goods shall be delivered or transferred except upon receipt by FCC of
complete written instructions. Written instructions shall include, but are not limited to, FAX, EDI, Email, or similar communication. However, when no negotiable receipt is outstanding, goods may be delivered upon instruction by telephone in accordance with a prior written authorization, but FCC shall not be responsible for loss or error occasioned thereby.

(b) When Customer requests goods from the warehouse, a reasonable time shall be given FCC to carry out the applicable instructions, and if unable to do so because of acts of God, war, public enemies, seizure under legal process, riots and civil commotion, or any reason beyond FCC's control, or because of loss or destruction of goods for which FCC is not liable, or because of any other excuse provided by law, then FCC shall not be liable for failure to carry out such instructions.

(8) EXTRA SERVICES (SPECIAL SERVICES)

Warehouse labor required for services other than ordinary handling and storage will be
charged to the Customer at the customary rates of FCC.

(9) LIABILITY AND LIMITATION OF DAMAGES

(a) In consideration of the rate charged, it is agreed that the liability of FCC
shall be that of an ordinary bailee. FCC shall undertake to exercise reasonable care in the storage, transport and handling of the goods. FCC is not an insurer of the goods and will be liable only for loss or damage caused by the failure to exercise reasonable care in the storage, transport and handling of the goods. Customer acknowledges that it should maintain its own insurance on its goods for loss or damage while in the possession of FCC. In the event that FCC fails, for any reason, to exercise reasonable care in the transport, storage or handling of the goods, Customer agrees that the liability of FCC shall be limited to $1.00 per pound or $500.00 per shipment whichever is less unless the excess value is declared in writing and such charges has been paid before the goods are received by FCC. The filing of a claim does not relieve the claimant party for payment of invoice due. Invoice payment is necessary in order to process a claim. Claim amount may not be offset from any invoices owe or due to FCC against claims for any loss, damage, delay, mis-delivery or non-delivery.

(b) Where damage occurs to goods, for which the FCC is not liable, the
Customer shall be responsible for the cost of removing and disposing of such goods and the cost of any environmental cleanup and site remediation resulting from the loss or injury of goods.

(10) NOTICE OF CLAIM AND FILING OF SUIT

(a) Claims by the Customer and all other persons must be presented in writing
to FCC within a reasonable time, and in no event longer than 90 days after receipt or delivery of the goods or notification to the Customer that loss or damage to part or all of the goods has occurred, whichever time is shorter.

(b) No action may be maintained by the Customer or others against the FCC
for loss or damage to the goods stored unless such action is commenced nine months after receipt or delivery of the goods or notification to the Customer that loss or damage to part or all of the goods have occurred, whichever time is shorter.

(c) When goods have not been delivered or there is loss or damage to goods,
notice may be given of known loss or damage to the goods by FAX, EDI, Email, regular mail or similar communication.

(11) LIABILITY FOR CONSEQUENTIAL DAMAGES

FCC shall not be liable for any loss of profit or special, indirect, or consequential
damages of any kind.

(12) LIABILITY FOR MISSHIPMENT

If FCC negligently misships goods, through the sole fault of FCC it shall pay the
reasonable transportation charges to redeliver the goods, up to $500. If the consignee fails to return the goods, FCC's maximum liability shall be for the lost or damaged goods as specified in Section (9) above. In no event will FCC be liable for any associated costs, damages, and chargeback’s or expenses.

(13) MYSTERIOUS DISAPPEARANCE

FCC shall not be liable for loss of goods due to inventory shortage or unexplained
or mysterious disappearance of goods unless Customer establishes such loss occurred because of FCC's failure to exercise the care required of FCC under Section 9 above and merchandise shortages are more than 10% of goods received by FCC. FCC shall be entitled to offset any overage on other items which are held for the account of Customer. Customer agrees that no shortage will constitute conversion in the absence of evidence that the goods were actually converted by FCC.

(14) RIGHT TO STORE GOODS

Customer represents and warrants that Customer has lawful possession of the
goods and has the right and authority to tender those goods to FCC. Customer agrees to indemnify and hold harmless FCC from all loss, cost and expense (including reasonable attorneys' fees) which FCC pays or incurs as a result of any dispute or litigation, whether instituted by FCC or others, respecting Customer's right, title or interest in the goods. Such amounts shall be charges in relation to the goods and subject to FCC's lien.

(15) LIEN

FCC shall have a general warehouse lien for all lawful charges for storage and presentation of the goods; also for all lawful claims for money advanced, interest, insurance, transportation, forwarding, labor, weighing coopering, and other charges and expense in relation to such goods, and for the balance on any accounts that may be due. FCC reserves the right to require advance payment of all charges prior to shipment of goods.

(16) ACCURATE INFORMATION

Customer will provide FCC with information concerning the goods, which is
accurate, complete and sufficient to allow FCC to comply with all laws and regulations
concerning the storage, handling and transporting of the goods. Customer will indemnify and hold FCC harmless from all loss, cost, penalty and expense (including reasonable attorneys' fees) which FCC pays or incurs as a result of Customer failing to fully discharge this obligation.

(17) SEVERABILITY and WAIVER

(a) If any provision of this receipt, or any application thereof, should be
construed or held to be void, invalid or unenforceable, by order, decree or judgment of a court of competent jurisdiction, the remaining provisions of this receipt shall not be affected thereby but shall remain in full force and effect.

(b) FCC's failure to require strict compliance with any provision of these
terms and conditions shall not constitute a waiver or estoppel to later demand strict compliance with that or any other provision(s) of these terms and conditions.

(c) These terms and conditions shall be binding upon the Customer's heirs,
executors, successors and assigns; contain the sole agreement governing goods stored with the FCC; and, cannot be modified except by a writing signed by FCC.

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