Terms

MUTUAL CONTRACT OF NON-DISCLOSURE FOR STORAGE AND PERFORMANCE

This contract for the purpose of ensuring the non-disclosure and performance of the obligations (hereinafter referred to the “Contract”) is made by the relevant parties as Shippinglot LLC which is situated at the address XXX (hereinafter referred to the “XXX”) in one side and XXX which is situated at the address XXX (hereinafter referred to the “XXX”) in the other side on the date XXX. The relevant parties of this contract hereby reached mutual agreement on the belowstated matters:

In addition to the aforesaid Mutual Contract of Non-Disclosure for Storage and Performance, the terms and conditions of Storage, Logistics and Performance (hereinafter referred to the “Terms and Conditions”) include the specific terms and conditions in which Shippinglot LLC shall provide the storage and logistics services (hereinafter referred to the “Services”) which are clearly defined in this Contract either on its own or by means of its various subsidiaries and promos (hereinafter referred to the “XXX” jointly) for and on behalf of the present or potential customers. Shippinglot LLC specifically retain the right to alter, change and append such Terms and Conditions without any further need of serving additional notifications. The updated and valid version of the Terms and Conditions are considered available at the website address XXX. The customers are deemed undertook and accepted these valid and current Terms and Conditions as of the date of performance whenever they provide and supply commodities and services in this regard.

  • 1. Descriptions of Terms.

    The following terms are regarded as having the meanings which are attributed to them in this contract as follows:
    • “Expenses”: The sums which are payable or which could be claimed with respect to the related commodities and services including all sorts of debts, expenditures, advance payments, warehousing, shipping and logistics expenses to be incurred on behalf of the Customer or concerning the mentioned commodities and services within the process of maintenance and sales of the related commodities and services in accordance with the laws and regulations which are valid and in force at that time or which shall be valid and in force at any time in the future.
    • “Customer”: Any real-person individual, legal entity, corporation, organization or company for which the Commodities and Services are provided or stored and which are the parties of this Contract.
    • “Commodities”: The belongings, boxes, parcels, packages and similar other objects of the Customer which are utilized in order to provide and supply the relevant Services.
    • “Batches”: The items of commodities which are credited or accounted individually by the Supplier.
  • 2. Commodity and Service Suppliers.

    The parties that supply the related commodities and services in accordance with the Contract including their promos, subsidiaries and associated units where promos, subsidiaries and associated units shall not have any responsibility or liability towards the Customer in accordance with the Contract and the Terms and Conditions as mentioned above. In addition to this, these promos, subsidiaries and associated units could not be kept liable on account of the actions or inactions of Shippinglot LLC as well.
  • 3. Supply of the Commodities.
    • (a) All of the commodities which are to be presented for the purpose of maintenance, handling and warehousing shall be solely transferred to the storage of the Supplier as shown in the Contract whenever these are wrapped and market in an appropriate manner to be specified by the Supplier. The Supplier shall use the original packages in order to maintain and transfer such Commodities.
    • (b) A declaration which contains the trademarks, dimensions, denominations, classifications and signs of the commodities shall be provided by the Customer, if an otherwise instruction is not given for these Commodities and Services in the Contract. In case the Contract does not contain such information or instruction, thereupon the Supplier shall be entitled to maintain and mix the Commodities either in diversified or combined manner and any potential expenditures to be suffered in this regard shall be applied in the prices and/or proportions which are expressed in the coverage of this Contract.
    • (c) If this matter is not stated, declared and undertaken in a written form by the relevant parties of this contract, then the separation of the Commodities according to the manufacturing data or other criteria shall not be deemed under the obligation of the Supplier whatsoever.
    • (d) It is guaranteed and undertaken by the Customer that the Commodities which are provided and supplied for the handling or maintenance purposes are totally free from any sorts of insects, bacteria or other kinds of polluting agents and the mentioned Commodities do not pose and/or shall not pose any risk and peril for the Supplier including its personnel, subsidiaries, promod and associated firms and units or for the storage itself. It is further undertaken by the Customer to compensate and keep harmless the Supplier, its managers, staff, servants, representatives, subcontractors, promod and associated units (hereinafter referred to the “Compensated Parties”) for and on account of all kinds of expenditures, damages, harms, losses, obligations, claims, cases or other legal processes to be suffered, incurred by and/or filed or initiated against these Compensated Parties, concerning or resulting from the infringement of the aforementioned guarantee, including but not limited to litigation expenditures and advocacy expenses at reasonable and acceptable sums.
  • 4. Termination of Storage Services.
    • (a) On the condition of providing the prior written notice to the Customer, the Supplier shall be entitled to take away the related Commodities or any part of these commodities from the storage facilities on the date of termination of the duration of service storage which is determined in the Contract or following the expiration date of the XXX days beginning from serving this notice. In case there is any possibility that either the value or quality of the Commodities shall worsen within the course of time in proportion with the sums which are specified in this contract, then the Supplier, at its sole discretion, may also fix any other period for evacuation of the commodities from the storage facilities. Before the date of evacuation of the commodities, all of the related costs and expenditures concerning the Commodities and Services should be paid in advance. Unless the commodities are not evacuated as directed or stated and unless the abovementioned costs and expenditures are not paid completely without any delay, then the Supplier shall have the right to dispose of the Commodities through sale and to perform the other appertained rights regarding these mentioned commodities in accordance with the laws and regulations which are valid and in force at that time.
    • (b) In case the Commodities shall pose any sort of risk either to the persons or properties in any manner, according to the reasonable consideration of the Supplier, then the Supplier shall be entitled to take the Commodities away from these places and locations in the legally allowable manner and in which chase the Supplier shall have no obligation or liability towards the Customer as well. Furthermore, the Customer shall be obliged to pay the evacuation-related costs and expenditures in full.
  • 5. Places of Storage.
    • (a) The commodities which are maintained and stored in accordance with the Contract shall be kept in the stated structures, storages or depots belonging to the Supplier. The commodities could be stored anywhere inside or outside the exact positions which are specified in the mentioned field of storage.
    • (b) The Supplier shall be entitled to change the places of the commodities from one section to another in the same storage facility, in case otherwise is not directed by the Customer to this effect.
  • 6. Title of Commodities, Title Assignment and Delivery Conditions:
    • (a) The Customer shall keep the title to the Commodities if no contrary provision is inserted in the Contract. Any matter which is stated in the Contract could not be interpreted to imply or indicate any sort of restrictions or forfeiture regarding the encumbrances which are owned by the Supplier in accordance with the laws and regulations in force.
    • (b) The instructions to be given to the Supplier in written form are considered compulsory in order to assign the Commodities to the other parties and the expenditures relating to such assignments have to be also paid-up in full in order to effectuate such assignment transaction. Any such assignment to be requested shall contain a fee for this process. If there is not any signed instruction which is received from the Customer, the Supplier shall be free to disapprove the assignment of the Commodities towards or on behalf of any party.
    • (c) It is also possible to accept the delivery orders by telephone upon the written instructions of the Customer for empowering the Supplier in order to perform such delivery. In this case,
      • (i) Such telephone orders have to be verified in XXX hours by the Customer upon the request of the Supplier and
      • (ii) the Customer shall bear the risk of ensuring the accuracy of such telephone orders. The Supplier and its promod and associated firms and subsidiaries shall not be kept liable for any cost or damage arising from any delivery which is made according to the authorized or unauthorized order to be placed by telephone. Besides, the Supplier is obliged to implement the required attention and diligence as shown for an identical situation which comprises identical Commodities.
    • (d) After placing the orders for the Commodities, the Supplier shall have appropriate period of time and shall have XXX days following the delivery order which specifies locating the Commodities incorrectly.
    • (e) The Commodities shall be subject to some storage expenses and fines until the delivery is properly completed in case the Supplier fails to perform the delivery appropriately within the required storage duration because of the reasons beyond its reasonable control.
    • (f) All of the delivery directions and demands of the Commodities have to be received as required concerning the encumbrance and guarantee benefits of the Suppliers and its promod and associated firms and subsidiaries.
    • (g) The Supplier and the Compensated Parties should be compensated and kept harmless by the Customer properly on account of the claims of rights to be initiated or filed about infringing the property rights of the mentioned Commodities. The Suppliers and its promod and associated firms and subsidiaries are always free to implement and seek any remedy according to the laws and regulations which are currently in force. The related expenses and expenditures to be paid by the Supplier in this regard in the process of pursuing and concluding such claims shall be at the cost of the Customer and shall be guaranteed by the encumbrances which are constituted by means of the Terms and Conditions.
    • (h) The Customer shall be able to supply a checklist in order to confirm the total cargo and item breakdown in the outgoing consignments. Unless this action is taken, then the records of the Supplier about the total cargo and item breakdown shall be considered valid and final.
    • (i) In case the request is made by the Customer to fulfill the shipment of the Consignments while it fails to state any certain shipping means or company, thereupon the Suppler shall have the freedom to choose any sort of means of transportation. All of the costs and expenditures of the transporter as well as all kinds of damages arising from any undue delay in the delivery process shall be under the sole responsibility of the Customer. The Customer agrees and declares that the Supplier shall not be responsible for any requests and claims to be made by the Customer due to the charges and expenses to be incurred in the transportation process and that it shall be the obligation of the Customer to follow and conclude the claims to be made regarding the transporter or shipper on this matter and the Customer shall not be entitled to keep the Supplier or its promod entities and subsidiaries liable for any sort of damages and claims whatsoever both at present and in the future.
  • 7. Warehousing Expenses
    • (a) The invoices shall be issued as shown hereunder for various services including handling, warehousing and maintenance of the commodities and such invoices shall be payable whenever the invoice is received.
    • (b) If no contrary agreement is reached on this subject, then all of the commodities shall be maintained and warehoused on monthly basis. There shall be XXX USD / month cost for each box / parcel.
    • (c) If no other specific agreement is entered at this point, all of the commodities which are under ownership and possession of the Supplier, its promod entities or subsidiaries shall be maintained according to the ordinary rules and implementations which are valid and in force in this organization and either on annual basis or with month-separated system. In case the warehousing is chosen on annual basis, then one complete month cost shall be charged for each of the moths of that year in which the commodities shall be maintained in the warehouse facility. In case of choosing the month-separated system, then the between the days 1 and 15, a complete one month cost shall be charged. On the other hand, for the commodities which are to be received between the days 16 and the final day of that month, half-month can be charged. Apart from that, additional or different systems of charging the warehousing costs could be also brought and agreed by and between the relevant parties of this contract as well.
    • (d) Unless otherwise stated, the prices which are provided by weight shall be calculated on gross weight basis and one ton shall imply XXX pounds in this regard.
  • 8. Handling Expenses
    • (a) The handling expenses include the regular works which are related with taking over and transferring the Commodities in the storage facility during the working hours of that facility but exclude the works of loading and unloading, if no specific agreement is reached by the Supplier in the Contract or in any other contract.
    • (b) In addition to those which are specified in the above-mentioned Article 8(a), an additional expenses shall be requested for the other works to be carried out by the Supplier.
    • (c) Furthermore, the Supplier shall have the option to charge additional costs for any order or for a specific item of the order if there shall be any sort of shortage in quantity in the commodities received.
    • (d) Except for any other specific arrangement, the short-delivered Commodities by the Supplier shall be performed without any other classification to be made.
    • (e) In case the commodities which are subject to particular freezing conditions are in question and if such specific conditions are not met, then the Supplier shall be entitled to charge an additional cost for this failure.
  • 9. Wrapping and Transportation Expenses
    • (a) Shippinglot LLC and the shipping company shall specify the transportation expenses according to the preferred means of transportation and with the prices to be negotiated. Before consigning the commodities to the intended destination point, an estimation of the customs clearance expenditures could be also made by Shippinglot LLC for its customers but it is not responsible for the subsequent expenses which shall be incurred and paid to the port authorities including the taxes, dues, levies and other customs expenses to be invoiced.
    • (b) Shippinglot LLC shall invoice the Customer for each parcel or batch to be consigned. The prices which are stated in the invoices shall be subject to modifications with prior written notice as well.
  • 10. Other Matters about Expenses and Payment Conditions
    • (a) The Customer shall be charged for the additional services at the sole discretion of the Supplier. Those services include but not limited to the particular storage locations or fabrics, recombination, overhauling, weight scale calculations, sorting or examination of the Commodities, additional tests, analyses, records and declarations for the quality and quantity of the Commodities, invoices for railway expenditures, handling costs and shipping commission fees.
    • (b) All of the expenses shall be stated in USD by the Supplier and the invoices to be issued shall be paid in USD by the Customers.
    • (c) All of the expenses shall be considered payable upon the receipt of the invoices and no reduction or discount shall be made from the sums which are specified on the invoices due to any claims, disputes at the delivery, conflicted matters or alleged loss or deterioration of the Commodities.
    • (d) A default interest shall be applied for the expenses which are not paid on due dates and the rate of such default interest shall be either 1.5% on monthly basis or at the highest rate which is permitted by the laws which are currently in force.
    • (e) Other sale, utilization, property or other kinds of taxes, levies, dues, tariffs and any identical expenditures as well as the fines, interests and other charges to be accrued on them (hereinafter referred to the “Taxes”) which are to be charged for the Commodities which are the subject of this contract are not included in the expenses which are invoiced to the Customer and the Customer shall be responsible for all of these taxes in full. The Supplier, its promod entities and subsidiaries shall be held responsible by the Customer for all of such taxes and any related expenses and expenditures whatsoever irrespective of their manners or causes of occurrence. The Customer shall be kept liable for all sorts of losses, damages and claims to be incurred by the Supplier in any manner relating to these taxes and these taxes shall be deemed as integrated component of the Expenses and shall be further warranted by an encumbrance to be formed in accordance with the Terms and Conditions.
    • (f) The commodities shall be able to be examined by the Customer at the storage facilities according to the specific restrictions to be stated by the Supplier and on the condition of being under the supervision of a Supplier staff who is appointed for this purpose.
    • (g) In case any harm or loss are fund in the Commodities or in any part of them in the manner and nature to threaten soundness or quality of the Commodities or the properties or persons existing in the facility, according to the final consideration of the Supplier, then the Customer shall be obliged to pay all of such additional expenses and expenditures to be incurred by the Supplier in order to maintain those parts of the commodities or properties or persons and to avoid any further damage or loss in them. Whenever only one Customer is not responsible for such expenses and expenditures, then such expenses and expenditures shall be shared among them in proportion with their roles in the default in question or as to be determined solely by the Supplier.
    • (h) In case of outgoing consignments, the braces, fasteners or other fixing items shall be provided by the Supplier and their expenses shall be invoiced to the Customer.
    • (i) If additional expenses occur in loading, unloading, warehousing and processing transactions due to the damaged Commodities and if these costs are paid by the Supplier, then their sums shall be reimbursed to the Supplier by the Customer.
    • (j) With regard to bonded warehouse options, an additional expense shall be charged for warehousing and handling processes.
    • (k) The minimum charges could be taken into consideration for all of the warehousing, handling and other related services and works.
    • (l) The trade account shall be established for the expenses which are specified hereunder.
    • (m) It is herewith approved and accepted that the prices which are fixed for the Services as specified in the Contract by Shippinglot LLC are essentially dependent on the essential stipulations and main criteria which are agreed by the relevant parties of this Contract (hereinafter referred to the “Operational Criteria”). In case any modification or alteration shall be made in those Operational Criteria (which change may occur within the course of time of ordinary businesses) or if any “Modified Condition” takes place in this regard (which is also described hereinbelow) in the following manner:
      • (i) If such change or modification negatively influences the capability of the Supplier to perform the related and required services or increases the burden of the Supplier in terms of monetary expenses or liabilities, or
      • (ii) If such change or modification diminishes the prices and remunerations that the Supplier should deserve in accordance with the Contract under normal and unchanged conditions, Then, XXX shall serve to the Customer a written notification to this effect. In such notification, the potential influence of such modification or change in the Criteria or in the Conditions and also the respective expected alteration to be caused due to this change or modification in the currently valid prices shall be clearly stated by XXX (hereinafter referred to the “Notice”). In order to avoid any confusion, as mentioned in this Article 9(m), any expression to be referenced to the term “Modified Condition” shall have the following meanings:
        • (i) putting into force a new law, regulation or statute or any modification to be made in the laws, regulations or statutes which are presently in force which takes places following the date of performance of the Services in accordance with this contract by the relevant parties of this contract, or
        • (ii) any modification, alteration or change to be made in the approvals, consents, rental agreements or similar other contracts and permissions which are essentially considered necessary in order to fulfill the Services according to the related terms and conditions of the Contract and which takes places following the date of execution of the Contract by the relevant parties of this Contract. In case any objection shall be raised by the Customer against the suggested alterations in the prices according to this Article 9(m), then the Customer shall be obliged to serve a written notification about this objection to XXX not later than XXX days following the Notice. In case of failure of the Customer in serving such aforementioned notification in due period, thereupon the relevant parties of this contract shall continue to modify the Contract in accordance with the said changes or modifications in line with the below-stated Article 20(e). In case the said notification is properly served by the Customer, then the amicable discussions shall be carried out by the parties in order to attain an agreement concerning the suggested prices in XXX working days following the receipt of the notification of the Customer to this effect and the parties shall use their best efforts to handle the situation accordingly. As the contrary provisions on this subject in this Contract remain still valid, unless the Parties reach a conclusion as a result of the friendly negotiations as mentioned above in XXX days period of time as stated above, the Supplier shall be entitled to terminate the Contract which is influenced in that way by means of sending a prior written notification to the Customer appropriately and then the Customer shall have to pay all of the outstanding expenses and sums payable until the date of termination of this contract. Unless otherwise stated by the Supplier, the undertakings regarding the expected change or modification in the related conditions and criteria shall not be under the responsibility of the Supplier in any manner as well.
  • 11. Compensation
    • The Supplier, including all of its associated entities, subsidiaries and agents, shall be compensated and held harmless by the Customer for and against all kinds of damages and losses resulting from the Services or the performance thereof, including but not limited to the damage to the properties, personal injuries or development and progress losses or deformations in properties and in connection with the promotional, publicity, marketing, advertisement, utilization, distribution or sale losses and damages with respect to the Commodities concerned in question as well as the directions of the Customer concerning such harmed, damaged, compromised or lost commodities or those which are not delivered on predetermined due dates and which could not be attributed to the failure, negligence or lack of prudence of the Supplier either directly or indirectly.
  • 12. Damage Restriction and Obligation
    • (a) The Supplier and its promod entities, subsidiaries or agents shall not be kept responsible for any damage or loss of the commodities on account of any reason in case such damage or loss does not result from the direct negligence or failure of the Supplier party in performing the obligations which are specified in the contract with respect to the Commodities. The Supplier and its promod entities, subsidiaries or agents shall not be kept for the damages or losses arising from the failure in showing the reasonable extent of care in fulfilling the related obligations of the Contract. Reserving the general meaning of the aforementioned provision, the Supplier shall have also no obligation for the damaged or lost Commodities whenever:
      • (i) The cause of such damage or loss is any sort of deficiency in the wrapping or production conditions and processes of the Commodities,
      • (ii) If such damage or loss could be attributed to the shippers (either contracted or hired in any other manner),
      • (iii) If the commodities are already consigned to the Supplier in such damaged or deformed condition,
      • (iv) If the hidden damage or database mistakes are deemed as the root cause of such damage or loss,
      • (v) If it is caused by the direct or indirect, deliberate or undeliberate misbehavior or failure of the Customer including its staff, representatives, officers, agents and subcontractors (except for the Supplier itself), or
      • (vi) If such damages or losses are caused by the Force Majeure circumstances (which are described hereinunder) which are beyond the reasonable control of the parties of this Contract.
      During any material inventory, all of the overages shall be set-off against the shortages in the mentioned material inventory towards the related production lines and all of the net overages as a consequence of any material inventory shall be transferred up and/or down in order to set-off the previous and/or future-oriented net material inventory shortages in turn.
    • (b) The Supplier and the Customer accept and undertake the required level of care which is required to be shown as stated in the aforementioned Article 11(a) does not oblige the Supplier to supply any sprinkler system in the storage facility.
    • (c) If it is not otherwise stated and accepted in written form, then the Supplier shall not be obliged to maintain the Commodities in humidity-monitored atmosphere and shall not be kept for the deformation in the Commodities in any manner.
    • (d) If such seizure, confiscation or delays do not result from the direct or indirect delay or failure of the Supplier, then the Supplier may not be held liable for any seizure, confiscation or delays in the processes of loading or discharge of the pallets and trailers or any sort of delay in getting the trailers and pallets for the outgoing consignments.
    • (e) In case there is a certain legal responsibility of the Supplier, its promod entities, agents and subsidiaries for any damage or loss of the commodities, then the Customer herewith specifically agrees and undertakes that the total responsibility of the Supplier including its promod entities, agents and subsidiaries shall be restricted with the lower one of the below-stated amounts: (i) The expense which is spent by the Customer in the replacement or re-manufacturing of the mentioned lost or damaged commodity in addition to the reasonable costs of transportation of these commodities from and to the storage facility (on the condition of being within the current market prices), (ii) The acceptable market price of such damaged, destroyed or lost commodities as of the date on which the Customer is notified about such damage, destruction and/or loss, or (iii) XXX USD per pound for each of the mentioned damaged, destroyed and/or lost commodities.
    • (f) The Supplier and the Customer accept, declare and undertake that they have already discussed the reasonable restriction of obligation dependent on the total price of the Commodities as well as the mutual benefits of the relevant parties of this Contract and the prices to be charged. All of the subrogation rights are hereby waived by the Customer in the name of its insurers for any damage or loss which exceeds the restrictions of obligation as specified in this contract or such other restrictions of obligation as stated in the Contract.
    • (g) The only remedy of the Customer for the claims or actions to be filed or initiated against the Supplier and its promod entities, agents and subsidiaries on account of the loss, damage or destruction of the Commodities is the obligation which is mentioned in the above-stated Article 11(e) and the same shall be applied to all of the claims which include the inventory shortages and the claims for the disappeared items for unexplained reasons in case the Customer fails to evidence that the Supplier or its promod entities, agents or subsidiaries restored the Commodities to their initial intended usage purposes. The Customer also hereby renounces any sort of rights to trust on any assumption of transformations as imposed by the laws in force.
    • (h) Not only the Supplier but also the Compensated Parties shall be compensated and held harmless by the Customer for and against all of the claims, no matter such claims are filed, for the lost, damaged or destroyed Commodities in the amounts which are higher than the restrictions which are defined in this Article 11. All of the damages or losses which are suffered by the Supplier or its promod entities, agents or subsidiaries concerning such claims shall referred to the Customer, shall be considered as an integrated component of the Expenses and further shall be also guaranteed by the encumbrance to be formed by the Terms and Conditions.
    • (i) The Supplier shall not be kept responsible against the Customer for the economic losses including the loss of income, loss of business, merchantability, alternative transportation expenditures as well as the customer goodwill and any sort of particular, indirect and consequential damages and losses with regard to the Terms and Conditions, this Contract or the Services to be supplied in accordance with these Terms and Conditions and the Contract in any case irrespective of the fact that the Supplier is informed about such damages and losses or those claimed under any legitimate means or other contractual commitments.
  • 13. Claim Filing Process
    • (a) If these claims are not submitted in written form in the due period of time which could not exceed XXX days beginning from the earlier of the following dates:
      • (i) the date on which the Supplier consigned the Commodities to the customer or to its representative, agent or any other contracted party, or
      • (ii) the date on which the Customer is informed about the damage, destruction or loss of the commodities or other conditions which cause such claims, then not only the Supplier but also its promod items, agents or subsidiaries shall not be kept responsible for any kind of claims relating to the commodities in question.
    • (b) The Supplier should be given the opportunity to examine the Commodities which are considered as the ground of the claims of the Customer as a precondition in order to initiate a legal action or to file a claim by the Customer.
    • (c) The Customer or the other parties are not able to file any claim or initiate any legal proceeding against the Supplier or its promod entities, agents or subsidiaries in the following cases:
      • (i) If the required written claim is not filed in the due period of time which is stated in the above-mentioned Article 12(a),
      • (ii) If the Customer fails to present to the Supplier the abovestated opportunity to examine the commodities concerned properly as stated in the above-mentioned Article 12(b) and
      • (iii) If the claim is not filed or if the legal action is not initiated in XXX months period of time beginning from the earlier of the following dates:
        • (a) the date on which the Supplier consigned the Commodities to the customer or to its representative, agent or any other contracted party, or
        • (b) the date on which the Customer is informed about the damage, destruction or loss of the commodities or other conditions which cause such claims.
    • (d) The Supplier and the Compensated Parties shall be compensated or held harmless by the Customer for any claim of any kind to be filed out of the period of restriction. All of the damages or losses to be incurred by the Supplier or its promod entities, agents or subsidiaries concerning such claims shall referred to the Customer, shall be considered as an integrated component of the Expenses and further shall be also guaranteed by the encumbrance to be formed by the Terms and Conditions.
  • 14. Insurance
    • In case the Supplier does not agree to provide such insurances on behalf of the Customer with regard to the Contract, then the Commodities shall not be insured and the prices to be charged to the Supplier shall not contain any insurance fees. The Supplier is herewith directed by the Customer not to make out any sort of insurance for the Commodities which are to be maintained and warehoused in accordance with this contract.
  • 15. Encumbrance and Guarantee Benefit
    • (a) A first order general storage encumbrance (pledge) and guarantee benefit in the commodities shall be established by the Customer for the Supplier and such encumbrance and benefit shall also contain the maintenance, carriage, handling prices (including demurrage and terminal expenditures), labor, insurance and other sorts of expenses which are to be in question either at present or in the future concerning the Commodities, advance payments and borrowings to be secured and provided by the Supplier regarding the Commodities and the necessary prices for the storage and maintenance of the Commodities or which are incurred in their sales processes in accordance with the laws in force. In addition to this, another encumbrance (pledge) shall be established on the Commodities for the expenses, advance payments and expenditures regarding the properties which are maintained and warehoused by the Customer in the storage facilities which are owned or under the possession of the Supplier or its promod entities, agents and subsidiaries irrespective of their exact locations and irrespective of the time of locating them, whether these other properties are presently existing in the warehouse facilities or not.
    • (b) If any one of the Expenses is not paid on due date, then the Supplier shall be able to make use of the encumbrance by means of the sale of the Commodities on which the encumbrance is established, by means of pursuing legal process, or as provided by the laws in force. In case the Commodities shall be sold as an option, the Supplier shall serve notification to the Customer about the payable amount and the exact timing, location and nature of the suggested sale process. In all cases, at the sole discretion of the Supplier, the encumbrance shall be considered obtained within the city or region where the Commodities are maintained or warehoused on the date on which the encumbrance is executed and any sale process to be carried out shall be also performed in that city or region as well. All of the revenues to be obtained from the Commodity sales shall be utilized in order to satisfy the Expenses which are payable to the Supplier and the expenditures which are incurred by the Supplier as a consequence of such sale process. All of the revenues in excess of the above-mentioned amounts which are considered necessary in order to meet such sums shall be transferred into the accounts of the Customer properly. In case the required sums could not be obtained to pay these expenses as a result of the sale process, then the Supplier reserves the right to follow and recourse other sorts of legal remedies in order to obtain the complete range of the payable amounts.
  • 16. Force Majeure Circumstances

    In case the Supplier or the Customer shall be prevented or delayed to perform the obligations which are set forth in this contract on account of the following force majeure circumstances:
    • (a) warfare, public hostilities, terrorism actions, riots, rebellions, burglaries of third parties, sabotage, earthquakes, landslides, natural disasters, floods, embargoes, law conflicts and labor disagreements (including strikes, lockouts and boycotts) or
    • (b) fires, air condition errors, explosions, power interruptions, communication and power failures including heating, illumination and air-conditioning facilities (in case these events which are defined in the clause (b) are not because of the failure or negligence of the party that claims such relief in accordance with the Article 15) or
    • (c) other situations or circumstances which are beyond the reasonable reach and control of the relevant parties of this contract (hereinafter referred to the “Force Majeure Circumstance” individually), thereupon the performance shall be considered suspended during the duration and in the coverage of the mentioned force majeure circumstances accordingly. This above-stated provision shall not be applicable to the monetary amounts which are owed by either party to the other party. The Supplier shall not be considered responsible for the damages or losses to the Commodities which are caused because of such aforementioned Force Majeure Circumstances and, on the other hand, the Customer shall have the risk of such damages and losses and shall have the obligation to make out the required insurances against such Force Majeure Circumstances as well. In case the Supplier shall try some other alternative methods in order to maintain the Commodities against the Force Majeure Circumstances, then the Customer shall be obliged to pay and cover all of the maintenance, warehousing, handling and similar other expense which are related with such other alternative efforts of the Supplier party.
  • 17. Subcontracting

    The Supplier shall have the option to use its parent company, promod entities, subsidiaries or other third-party providers and companies as subcontractors for all or some part of the Commodities or Services. In case the Supplier also provides some customs commissioning or brokerage services relating the Contract, then the Customer herewith empowers and delegates the XXX (including all of its assignees and successors) in order to share the records as mentioned in 19 C.F.R., Chapters 111 and 163 including but not limited to the documents, papers, information and other details about the businesses of the Customer including its parent company and associated and promod firms.
  • 18. Dangerous Substances and other Commodities which are subject to Regulations

    In case the Supplier does not agree in the Contract to handle the dangerous, hazardous or regulated commodities (which are described below in details), then the Supplier shall not process, accept, consign, transport, transfer, maintain, warehouse, arrange, dispose of or handle the following items and substances in any manner:
    • (a) any sort of dangerous substances, goods and materials containing some specific hazards as regulated in the coverage of the Chapter 49 of the Code of Federal Regulations (hereinafter referred to “49 CFR”) or the International Civil Aviation Organization Technical Instructions for the Safe Transport of Dangerous Goods by Air and the International Air Transport Association (IATA) Dangerous Goods Regulation, or
    • (b) any other kinds of commodities and substances that are to be regulated from time to time by any governmental authority, organization or corporation, including the Commodities that are regulated by the United States Food and Drug Administration, the United States Department of Agriculture, the United States Drug Enforcement Administration, the United States Bureau of Alcohol, Tobacco, Firearms and Explosives and similar other regulating organizations and administrations in the territories in which the related Services are supplied (hereinafter referred to the “Dangerous, Hazardous or Regulated Substances”). It is herewith agreed, declared and guaranteed by the Customer that the Customer shall not submit, suggest or provide either directly or indirectly any sort of Dangerous, Hazardous or Regulated Substances to the Supplier, its promod entities, agents and subsidiaries in any manner in accordance with this Contract, apart from those which are particularly specified hereinunder. In addition to this, it is also declared, agreed and guaranteed by the Customer that it shall not submit, suggest or provide either directly or indirectly any kind of “Dangerous Waste Products” which are described in the Chapter 40 of the Code of Federal Regulations to the Supplier, its promod entities, agents and subsidiaries in any manner in accordance with this Contract on account of the fact that the Supplier shall not transport, transfer, accept, handle or maintain any one of those Dangerous Waste Products in any case. Reserving the general meaning of the aforementioned provision, the Supplier shall do any reasonable acts which are not in violation of the laws which are currently in force and which are considered by the Supplier useful or required regarding any real or threatened Dangerous Waste Products or Regulated Substances as well. The Supplier and the Compensated Parties are hereby completely acquitted and released from all sorts damages and losses which may result from (i) The failure of the Customer to inform the Supplier in written form within XXX days period of time about providing, submitting or suggesting such Dangerous, Hazardous or Regulated Substances by the Supplier or by the other parties, or (ii) The reasonable acts of the Supplier which are not in violation of the laws which are currently in force and regarding the real or threatened Dangerous Waste Products or Regulated Substances concerning these Commodities. The Customer agrees to defend and keep harmless both the Supplier and the Compensated Parties from and against all of the damages and losses resulting from (1) any act of the Supplier towards such real or threatened Dangerous Waste Products or Regulated Substances, apart from the coverage which any one of such damages or loss arise from the deliberate actions or negligent actions at the Supplier side, (2) the failure of the Customer in complying with the related laws and regulations which are presently valid and in force, or (3) the infringement of any undertaking or commitment of the Customer as included and declared in this Article 17.
  • 19. Laws of Importation and Exportation.
    • (a) It is agreed and undertaken by the relevant parties of this contract that all of the actions and transactions to be carried out and performed in the coverage of this contract, including those regarding the exportation, importation, transshipment, transit, transfer, delivery or acceptance of all of the Commodities in addition to the technology and software items which are supplied to the Supplier by the Customer or in its name (hereinafter referred to the “Technology and Software Items”) shall be subject to the applicable laws both inside and outside the United States including those statutes, laws and regulations, decisions, decrees and orders of the governmental authorities and judicial organizations or the other decisions and decrees which are still deemed in force in any country or territory in question (hereinafter referred to the “Laws” with regard to the intended targets of this Article 19) in relation with the importation and exportation of the Commodities, Technology and Software Items including the laws regarding the exportations and sanctions in economic nature as well as the Laws of customs procedures (hereinafter referred to the “Laws of Importation and Exportation”).
    • (b) The Customer hereby undertakes, declares and agrees:
      • (i) To take actions as the importer, exporter or other primary party (according to different cases) in accordance with all of the Laws of Importation and Exportation.
      • (ii) The Customer is considered liable for observing the Laws of Importation and Exportation regarding the exportation, importation, transshipment, transit, transfer, delivery or acceptance of the related commodities, technology and software items from any relevant country in question:
      • (iii) The Customer is individually liable for (a) making the accurate classification according to the Laws of Importation and Exportation, (b) getting all of the necessary licenses and the other authorizations and approvals, permits and permissions for the purposes of the exportation, importation, transshipment, transit, transfer, delivery or acceptance of the related commodities, technology and software items, (c) arranging, completing and submitting all of the proper and accurate documents and papers for the governmental agencies which are considered necessary classification according to the Laws of Importation and Exportation, and (d) making sure that all of the documents and papers relating to the exportation issues, including the consignment and sales documents and papers which are issued and arranged regarding the Services which are carried out and fulfilled in accordance with the Contract, are in compliance with and maintained in line with the Laws of Importation and Exportation in full.
      • (iv) It shall be considered the responsibility of the Customer to supply the correct instructions to be given in written form to the Supplier and the shipper before the exportation, importation, transshipment, transit, transfer, delivery or acceptance of the related commodities, technology and software items and these mentioned instructions shall comply with the Laws of Importation and Exportation and these instructions shall specify all of the information which are necessary for the Supplier to observe the mentioned Laws regarding the processes of exportation, importation, transshipment, transit, transfer, delivery or acceptance as well, and
      • (v) Without changing the general meaning of the contrary provisions which are specified and inserted in the Contract and in the Terms and Services, the Customer shall compensate and keep harmless the Supplier as well as the Compensated Parries for and against all of the damages, losses, investigations and similar other processes resulting from or concerning any one of the following circumstances and events: (a) the infringement of the Customer of this Article 19, (b) The compliance of the Supplier or the shipper with the instructions of the Customer concerning the exportation, importation, transshipment, transit, transfer, delivery or acceptance of the related commodities, technology and software items, or (c) the failure of any governmental personnel including any employee who represents and acts on behalf of any governmental organization in the United States or other countries, regarding the exportation, importation, transshipment, transit, transfer, delivery or acceptance of the related commodities, technology and software items.
  • 20. Guarantees

    All of the guarantees of the relevant parties of this contract which are specifically stated in the Contract and in the Terms and Conditions are the only guarantees which are made by the relevant parties of this contract and for all of the other guarantees, direct, indirect, implied or actual guarantees or guarantee for particular purpose of usage and merchantability and those of title or nonviolation or those resulting from the way and method of performance, course of processing, utilization or commercialization.
  • 21. Commissioning Fees for Transport

    It is herewith agreed and declared that the Customer could make use of the Supplier in order to fulfill some specific commissioning services (hereinafter referred to the “Commissioning Services”) in order to arrange and find, as a commissioning agent, particular motor transportation services to be carried out and operated by the third-party motor transporters (hereinafter referred to the “Transporters”) in order to carry and consign the cargoes of the Customer and/or its customers to, from and between various addresses and locations to be determined by the Customer in 48 states of the United States in accordance with the prices which shall be fixed in written form by means of the mutual agreement of the Supplier and the Customer. In which case, the sums which are deemed payable for such Commissioning Services shall be reimbursed by the Customer according to the Contract and the Terms and Conditions. Relating to this subject, the Customer shall be able to submit a cargo suggestion for carriage to be transmitted by the Customer to the Supplier in written form and this suggestion could be also sent by means of the electronic means of communication (hereinafter referred to the “Cargo Suggestion”). After receiving this Cargo Suggestion from the Customer, the Supplier shall make its best efforts commercially in order to arrange the required motor transporter services from the Transporters with regard to the cargoes which are defined in such Cargo Suggestion (hereinafter referred to the “Cargo”) according to the criteria which are also stated in this Cargo Suggestion. In case and in the coverage of the capability of the Supplier to manage this arrangement, then the Supplier shall approve its terms properly to the Customer in written form and such approval could be sent in electronic environment as well. Whenever the Supplier issues and sends this approval for the Cargo Suggestion, the related provisions of the Contract including the Terms and Conditions shall be considered integrated parts of such Cargo Suggestion in order to administer its conditions. In addition to this, in case no arranged agreement or written Cargo Suggestion is received by the Supplier, then using the Transporter which is arranged and organized by the Supplier for the Customer shall imply the indirect acceptance and agreement of the Customer of the prices, conditions and rules of the Contract and the Terms and Conditions. In the process of utilization of the commissioning services of the transporters in this contract, the Supplier shall affirm and declare that the Transporters have the required motor transportation powers and permits which are issued and accepted by the United States Department of Transportation (if it is not exempted from the mentioned obligation) and the insurances with
    • (a) cargo insurance with the minimum liability limit amount of XXX USD per occurrence,
    • (b) vehicle liability obligation with the minimum amount of XXX USD per occurrence as combined single limit physical injury and property damages, and
    • (c) extensive general liability with the minimum liability limit with the amount of XXX USD per occurrence.
    Each of the transporters which are chosen by the Supplier in order to carry the cargoes of the Customer shall be responsible for the actual damages and losses to be suffered by the commodities of the Customer as stated in this contract but not the Supplier. Each one of the foregoing liabilities of the Transporters shall be considered started upon loading the commodities of the Customer into the trailer or trailers of that Transporter with the sound seals. With respect to this aspect, the Customer agrees and undertakes that the relevant rights and obligations of the Parties regarding the commissioning services shall be deemed subject to the Commissioning Terms and Conditions which are published in electronic environment on the official website address of the Supplier at XXX, as altered, modified, added or changed from time to time (hereinafter referred to the “Commissioning Terms and Conditions”). The aforementioned Commissioning Terms and Conditions are considered inserted in the Terms and Conditions by reference as if the Commissioning Terms and Conditions are originally stated in them with complete coverage. The Supplier reserves the right to change, alter, add or modify these Terms at any time at its discretion without serving any sort of prior written notification as well. By means of delivering the Cargo Suggestion to the Supplier, the Customer accepts these Terms including the Commissioning Terms and Conditions which are valid and in force at the time of delivering this Cargo Suggestion to the Supplier. In case any dispute of disagreement shall occur between the Commissioning Terms and Conditions and the Terms and Conditions or this Contract regarding the Commissioning Services, then the Commissioning Terms and Conditions shall be considered valid and prevailing one.
  • 22. Miscellaneous Provisions
    • (a) The failure of the Supplier on putting pressure in order to ensure the complete compliance with the provisions of the Contract and those of the Terms and Conditions shall not form any waiver to demand compliance with them again in the future and shall not form any waiver to ensure compliance with all of the other remaining provisions of the Contract and those of the Terms and Conditions.
    • (b) In case any article of the Contract or that of the Terms and Conditions or any component of them shall be hold invalid, illegal or inapplicable, then the validity, legality or applicability of the remaining articles or chapters of them shall not be influenced or harmed by that in any manner.
    • (c) It is agreed, declared and guaranteed by the Customer that either (i) it is the legitimate owner of the Commodities and these are not subject to any sort of encumbrance, mortgage, pledge or other interests, or (ii) it is the competent agent of the legitimate owner and that of the encumbrance or pledge holders (these encumbrances, pledges or other interests are herewith subordinated to the encumbrances, pledges or other interests of the Supplier) and further is has the complete right and power in order to make the Contract. The Customer also agrees to serve notification to all of the relevant parties obtaining interests in the Commodities about the terms and conditions of the Contract (including the Terms and Conditions) and to receive the agreement of such parties to comply with and observe the terms and conditions of the Contract (including the Terms and Conditions) as a precondition of giving such interests.
    • (d) All kinds of necessary notifications to be provided in this contract shall be served by means of reasonable ways and methods of communication and sent to XXX at the address XXX to the attention of XXX and to the Customer at its most recent address. The Customer is considered that it is already familiar with all of the notices which are sent in accordance with this Article 20(d) upon receipt or in XXX days following transmitting them, whichever shall occur firstly. If the applicable laws do not require any longer period of time, then XXX days of notice for any sale or disposal shall be considered quite reasonable, however still the notifications with shorter periods could be also served if it is required by the conditions and nature of the Commodities.
    • (e) The respective terms and conditions of the Contract and those of the Terms and Conditions shall be considered valid and binding on the Customer, its assignees, agents, representatives and successors and these could be modified only by means of a written document which is arranged by the relevant party. Such modifications and changes shall be deemed binding and effective on the Supplier whenever it is duly signed by an authorized employee of XXX.
    • (f) The below stated rules of interpretation shall be valid for the Contract and the Terms and Conditions as follows: (i) All expressions which are stated in singular shall contain also plural forms and vice versa, according to the contextual requirements, (ii) unless otherwise specified, all of the references and uses of the term “days” shall imply the calendar days only, (iii) all of the headings and chapters which are put forward in this Contract and in the Terms and Conditions are inserted for reference convenience purposes only and these shall not be used to interpret the essential meaning of the Contract or the Terms and Conditions or any integrated component of them, (iv) The expressions “include” and “including” shall be construed with the meaning of “include, without any restriction” and “including, without any restriction” respectively, and (v) the expressions “herein”, “hereinunder”, “hereunder” and “hereto” and similar other words shall refer to the Contract (including its annexes and appendixes) and the Terms and Conditions in its entirety and these could be modified, changed, added and altered from time to time as well and shall not refer to only a particular chapter, article or clause which are included in the Contract or the Terms and Conditions. Both the Customer and the Supplier agree that they looked for and obtained all kinds of required recommendations and suggestions to be required in order to constitute the complete comprehension of all of the rights and obligations in this contract and that the arrangement and formation of this Contract (including the Terms and Conditions) have been achieved as a consequence of the collective efforts of the relevant parties of this contract. The wording which is agreed in order to express their reciprocal intentions and purposes as well as the resulting document shall not be interpreted more strictly for any one of the parties than the other party in any manner as well.
    • (g) It is not possible and it is not allowed to transfer and assign the rights and obligations of the Customer to a third party without obtaining the prior written approval of XXX in accordance with this Contract (including the Terms and Conditions). No provision of this Contract or the Terms and Conditions shall be interpreted to form any right with regard to any other party than the Supplier and the Customer and the Contract and the Terms and Conditions shall not be regarded as to the benefit or interest of any other third party.
    • (h) The Contract and the Terms and Conditions shall be interpreted and governed according to the laws of the State of XXX without any reference to the principles of conflicts of law. In order to encourage equitable solution of the jurisdiction processes which may occur in this contract, each of the parties herewith waives any rights to make application for the trial by jury during the litigations. In case of any action, legal proceeding or any other claims to be initiated or filed to obtain relief regarding the Contract and the Terms and Conditions (including the insolvency, dissolution, bankruptcy, liquidation or arrangement processes), then the prevailing party of these processes shall pay all of the advocacy fees, litigation expenses and expenditures and the other related costs and expenses which are incurred in each of these actions, proceedings and claims to be initiated or filed as a component of the court decree or decision. Any sort of disputes, differences, claims or disagreements which may occur between the Customer and the Supplier in any manner concerning the Terms and Conditions or this contract shall be presented to the court of XXX in XXX which has the required jurisdiction on the matter in question. In case of any such dispute or disagreement, the Customer accepts acknowledging services outside the state according to the current rules of civil procedures and the state law, as the case requires. The related provisions of this contract shall continue to be valid even following the termination or expiration of the Contract as well.
    • (i) The Contract (including the Terms and Conditions) cancels and invalidates all of the previous discussions, agreements, contracts, protocols, commitments and declarations which were made by and between the Customer and the Supplier regarding the subject of this contract. The parties agree that there is no verbal contracts or declarations or commitments between the relevant parties of this contract in the manner of influencing the Contract or the Terms and Conditions in any manner. As the generality of the aforementioned provisions is maintained, apart from those which are specifically stated in the Terms and Conditions, any expressions or terms which are printed on the carriage documents and papers such as waybills or delivery and transport vouchers including those which are arranged and delivered by the Customer, the Supplier, any transporter or shipper or service provider of the Supplier shall not in any way alter or cancel the terms of the Contract (including the Terms and Conditions) and such documentations shall be regarded as the receipt papers only.
Shippinglot LLC
By: XXX
Name and Surname: XXX
Position: XXX
Date: XXX
Company: XXX
By: XXX
Name and Surname: XXX
Position: XXX
Date: XXX