Logistics Service Terms and Conditions of VASCO-fulfilment B.V.

Article 1: Definitions

Logistics activities: all operations, including unloading, receiving, storage, picking, loading, inventory management, assembly, order processing, order picking, preparation for shipment, invoicing, information exchange and management, as well as transportation, arranging for transportation, and filing customs declarations related to goods.

Logistics center: the space(s) where the logistics activities take place.
Logistics service provider: the party that enters into the agreement with the Partner and, in that capacity, performs the logistics activities.

Auxiliary personnel: all persons whom the Logistics Service Provider engages to perform the Logistics Activities—excluding the Logistics Service Provider’s own employees.

Client: the party that commissions the Logistics Service Provider to perform the logistics activities and enters into an agreement with the Logistics Service Provider for that purpose.

Agreement: the agreement entered into between the Logistics Service Provider and the Client
regarding the Logistics Activities to be performed by the Logistics Service Provider, of which these Terms and Conditions for Logistics Activities form a part.

Terms and Conditions: the terms and conditions applicable to the Agreement,
including these terms and conditions, which are hereinafter referred to as “these Terms and Conditions” or “the present Terms and Conditions.”

Force majeure: any circumstances that a diligent logistics service provider could not have avoided and whose consequences it could not have prevented. Force majeure includes, among other things: fire, explosion, and flooding resulting from natural disasters, as well as their consequences.

Business days: every day, except Saturdays, Sundays, and public holidays recognized by
, as well as public holidays and days of rest recognized in the country or region where the logistics activities are carried out
.

Goods: the goods made available to the Logistics Service Provider or its Agent by or on behalf of the Client in connection with the performance of the Agreement.

Acceptance: the act by which the Client relinquishes control over the Goods, with the express or implied consent of the Logistics Service Provider or its Agent, and allows the Logistics Service Provider or its Agent to exercise actual control over the Goods.

Delivery: the act by which the Logistics Service Provider relinquishes control over the Goods with the express or implied consent of the Client, or of a rightful owner designated by the Client, or of the competent authorities, and enables such party to exercise actual control over the Goods, or, in the event that the Logistics Service Provider has undertaken to arrange for transport, the act by which the Logistics Service Provider relinquishes control over the Goods with the express or implied consent of the carrier and enables the carrier to exercise actual control over the Goods.

Arranging transportation: arranging for the transportation of the Goods on behalf of the Client by entering into one or more appropriate
transportation agreements with one or more carriers for that purpose.

Stock discrepancy: the transportation of the Goods on behalf of the Client by entering into one or more appropriate
transport agreements with one or more carriers for that purpose.

Article 2: Scope

2.1 These Terms and Conditions govern all offers, agreements, legal acts, and factual acts relating to the Logistics Activities to be performed, insofar as these are not subject to mandatory law. Any terms and conditions or regulations of the Client that conflict with these Terms and Conditions shall not apply, unless they have been expressly accepted in writing by the Logistics Service Provider
. These Terms and Conditions shall apply to the legal relationship between the parties, even after the Agreement has terminated.

2.2 The Logistics Service Provider is entitled to engage Auxiliary Persons for the performance of the Logistics Activities, unless otherwise agreed with the Client. If subordinates or Auxiliary Persons are held liable outside the scope of the agreement for work for which they were engaged by the Logistics Service Provider, it is stipulated on their behalf that they may invoke all provisions contained in these Terms and Conditions and the Agreement regarding the exclusion or limitation of liability.

2.3 If the Logistics Service Provider undertakes to provide transport, the provisions of the transport documents shall apply, subject to these Terms and Conditions, in addition to (mandatory) treaties, laws, and statutory regulations, as well as, for domestic Dutch road transport and to the extent not deviated from in these Terms and Conditions or the Agreement,
General Conditions of Carriage (AVC), in the version filed with the clerks’ offices of the courts in Amsterdam and Rotterdam at the time the Agreement was concluded, unless another version has been agreed upon.
For maritime transport, in the absence of a bill of lading, the Hague-Visby Rules, as amended by the Protocol of December 22, 1979, or the Rotterdam Rules if these have entered into force, shall apply, unless otherwise agreed. The transport does not include loading into and unloading from means of transport at the Logistics Center. The transport documents referred to in this article are understood to mean the transport document issued by the Logistics Service Provider or its Agent, or signed by the shipper.
If and to the extent that the aforementioned treaties, laws, legal regulations, and conditions leave liabilities unregulated, the version of these Terms and Conditions filed at the time of the conclusion of the Agreement shall apply in this regard.

2.4 If the Logistics Service Provider expressly undertakes to arrange for the transport of Goods—whether or not on specific routes or in relation to specific modes of transport—the Dutch Freight Forwarding Conditions (FENEX General Terms and Conditions) shall apply in the version filed with the clerk’s office of the Dutch Chamber of Commerce (
) at the district courts of Amsterdam, Arnhem, Breda, and Rotterdam at the time the Agreement is concluded (“the Dutch Forwarding Conditions”), unless another version has been agreed upon.

2.5 In the event that the Logistics Service Provider undertakes to perform customs formalities (including formalities relating to storage in a customs warehouse) and/or to act as a tax representative, the Dutch Forwarding Conditions in the version filed with the clerk’s office of the courts in Amsterdam, Arnhem, Breda, and Rotterdam at the time the Agreement is concluded (“the Dutch Forwarding Conditions”), unless another version has been agreed upon.

Article 3: Obligations of the Logistics Service Provider

The logistics service provider is obligated:

3.1 to take delivery of the agreed-upon Goods (or arrange for their delivery) at the agreed-upon place, time, and manner, provided that they are properly packaged, the correct documents are present, and the Goods have been made available to the service provider or its Agent.

3.2 to ensure the loading, stowage, and unloading at the Logistics Center, as well as the receipt and dispatch of Goods, unless, in the opinion of the Logistics Service Provider or its Agent, such Goods are so dangerous or cause such a nuisance that these activities cannot reasonably be required of the Logistics Service Provider or its Agent.

3.3 to have the Logistics activities relating to the Goods take place at the Logistics Center agreed upon with the Client;
a. if no specific Logistics Center has been agreed upon, the Logistics
service provider is free to choose a suitable space and to move Goods between suitable spaces.
b. If a specific Logistics Center has been agreed upon, the Logistics
service provider is authorized to relocate the Goods in consultation with the Client
if this is desirable for proper business operations and/or the proper performance of the Logistics activities. The Client may not refuse permission for relocation if the new spaces are equivalent or better;

3.4 to have the relocation referred to in paragraph 3 of this article carried out at its own expense
, unless the relocation must take place:
a. in the interest of the Client, or at the Client’s request, and/or;
b. as a result of circumstances for which the Logistics Service Provider is not
liable and/or;
c. as a result of circumstances that cannot reasonably be attributed to the Logistics Service Provider’s account and/or risk, and/or;
d. as a result of regulations and/or at the instruction of the competent authorities;
the transport in connection with the relocation takes place in accordance with the
regulations referred to in Article 2, paragraph 3 of these Terms and Conditions;

3.5 to take all measures, including those not directly arising from the Agreement, to protect the interests of the Client and its Goods. Where possible, the Logistics Service Provider shall consult with the Client in advance. If timely prior consultation is not possible, the Logistics Service Provider shall take the measures it deems best in the Client’s interest and shall inform the Client thereof.

3.6 to insure its liability arising from the Agreement in accordance with standard insurance terms and conditions and to provide the Client with a copy of the insurance certificate upon request.

3.7 The Client and the persons designated by the Client shall, at the Logistics Service Provider’s risk, be granted access to the locations where the Goods are situated during
office hours on Business Days, unless otherwise agreed, provided that:
a. the Logistics Service Provider is notified of the requested access in a timely manner in advance;

b. the Client agrees to be accompanied by the Logistics Service Provider;
c. the inspection takes place in accordance with the Logistics Service Provider’s house rules;
d. the information obtained by the Client during the inspection regarding other Items present in the space(s) is not shared with third parties.
Any costs associated with the inspection shall be borne by the Client;

3.8 to perform additional work in consultation with and at the request of the Client, provided that such work can reasonably be expected of the Logistics Service Provider.

3.9 To report any damage to or shortages in Goods received to the Client in writing as soon as possible and to request instructions from the Client in this regard.

3.10 to guarantee the soundness and suitability of the materials he is to use.

3.11 to return the Goods either in the same condition as when received or in the agreed condition.

3.12 to maintain confidentiality toward third parties with respect to all facts and information that come to its knowledge solely through the performance of the Agreement, with the exception of competent government authorities if information must be disclosed pursuant to a legal requirement, and the exchange of information with third parties in the ordinary course of business.

Article 4: Consequences of the Logistics Service Provider’s Failure to Comply with Its Obligations

If the Logistics Service Provider persistently fails, through its own fault, to fulfill one or more of its obligations as set forth in Article 3, the Client may, without prejudice to its right to compensation for damages suffered in accordance with Article 5, terminate the Agreement in whole or in part with immediate effect, after:
– it has notified the Logistics Service Provider by registered letter, stating the reasons
in which the Logistics Service Provider has failed to perform and has set a period of at least thirty days for performance;
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– the Logistics Service Provider has still not fulfilled its obligations by the end of that period.
The Client does not have this authority if the breach, given its special nature or minor significance, does not justify termination and its consequences.

Article 5: Liability of the Logistics Service Provider

5.1 Subject to Force Majeure and the other provisions set forth in these
Terms and Conditions, the Logistics Service Provider is liable for damage to and/or loss of the Goods occurring during the period from Acceptance to Delivery. The Logistics Service Provider shall not be liable for damage resulting from the Client’s failure to fulfill any obligation incumbent upon the Client under this or separate Agreement(s) and the Terms and Conditions applicable to both.

5.2 In the event of transport, the Logistics Service Provider shall be liable up to the liability limits set forth in the applicable regulations for the relevant mode(s) of transport, unless otherwise agreed. The Logistics Service Provider shall not be liable to the extent that the damage is caused by the absence or inadequacy of the packaging of the Goods, which, given their nature or the mode of transport, should have been adequately packaged, and the Logistics Service Provider demonstrates that the damage could have resulted from this cause. In the event that, in the case of road transport by the Logistics Service Provider, the Goods are not taken into receipt at the agreed place, time, and manner, liability for the resulting damage is limited to no more than twice the freight as agreed for the road transport portion, but not exceeding 10,000 SDR; provided, however, that this shall not apply until the Client has set the Logistics Service Provider a final deadline and the Logistics Service Provider has still not fulfilled its obligation by the expiry of that deadline
.

5.3 With respect to other Logistics activities, the Logistics Service Provider’s liability for damage to or loss of the Goods is limited to 4 SDR per kilogram of gross weight of the damaged or lost Goods, subject to a maximum of 100,000 SDR per occurrence or series of occurrences arising from a single cause of damage.

5.4 The damages to be compensated by the Logistics Service Provider as a result of
damage to or loss of the Goods shall in no event exceed the value of the Goods as proven by the
Client. In the absence of such proof, the
prevailing market price for goods of the same nature and quality, applicable at the place and time of Acceptance, shall apply.

5.5 Subject to the provisions of Article 5(7), the Logistics Service Provider’s liability for any damage other than damage to and/or loss of the Goods is limited to 10,000 SDR per event or series of events arising from a single cause of damage, provided that – and subject to this limitation of liability to 10,000 SDR – that in the event the Logistics Service Provider performs customs formalities or acts as a tax representative, the Logistics Service Provider shall not be liable for any damage, unless the Client proves that the damage was caused by the fault or negligence of the Logistics Service Provider.

5.6 Any inventory discrepancies must be identified through a physical inventory count, which must be conducted at the Client’s expense at least once a year and also upon termination of the Agreement. Any shortages and any surpluses shall be offset against each other in this process. The Logistics Service Provider shall only be liable for inventory discrepancies if and to the extent that, in the unit of measurement used for inventory recording, the shortages (shortfalls) exceed any surpluses by at least one percent of the quantity of such Goods covered by the Agreement on an annual basis. Any adjustment by the Logistics Service Provider to its inventory records, not resulting from the receipt or shipment of goods, shall be reported by it to the Client as soon as possible. For the sake of completeness, it is expressly agreed that these Terms and Conditions also govern the
liability of the Logistics Service Provider for inventory discrepancies
, including the liability limits described in Article 5, paragraph 3.

5.7 The Logistics Service Provider shall in no event be liable for lost profits, consequential damages, or non-pecuniary damages, regardless of how they arise.

5.8 The Logistics Service Provider may not invoke the liability limits set forth in this section in the event of willful misconduct or gross negligence on its part.

5.9 If the Logistics Service Provider is held liable by the Client outside the scope of the Agreement for damage arising from the performance of the Logistics Activities, the Logistics Service Provider’s liability shall not exceed the extent of its liability under the Agreement.

5.10 If the Logistics Service Provider can invoke a defense under the Agreement against the Client to avoid liability for the conduct of an Agent or subordinate, then the Agent or
subordinate may also, if held liable by the Client on the basis of such conduct, invoke this defense, as if the Auxiliary Person or
subordinate were also a party to the agreement.

5.11 If a Logistics Service Provider is held liable outside the scope of the Agreement by a person who is not a party to the Agreement or to a contract of carriage entered into by or on behalf of the Logistics Service Provider, in connection with damage to or loss of goods or a delay in delivery, the Logistics Service Provider’s liability to such person shall not exceed the liability it would have under the Agreement.

Article 6: Obligations of the Client

The Client is obligated:

6.1 to provide the Logistics Service Provider in a timely manner with all information and documents regarding the Goods and their handling that the Client knows or ought to know are of importance to the Logistics Service Provider, unless the Client demonstrates that the Logistics Service Provider is aware of or ought to be aware of this information. The Client warrants that the information provided by it is accurate and that all instructions and Goods made available comply with applicable laws and regulations;

6.2 If Goods and/or activities are subject to government regulations, including customs and excise regulations and tax laws, the Client must provide, in a timely manner, all information and documents necessary for the Logistics Service Provider to comply with such regulations; The provision of information and/or documents to the Logistics Service Provider, required for the completion of formalities in connection with the aforementioned government regulations, constitutes an instruction to that effect. The Logistics Service Provider is always entitled to follow or disregard this instruction;

6.3 to make the agreed Goods available to the Logistics Service Provider or its Auxiliary at the agreed place, time, and manner, in proper packaging, accompanied by a road transport waybill (to the extent necessary) and the agreed documents and/or documentation, as well as any other documents required by or pursuant to government regulations;

6.4 to ensure (or have ensured) the loading, stowage, and unloading of Goods, unless:
– Article 3(2) applies, or;
– the parties agree otherwise, or;
– the nature of the intended transport – taking into account the Goods to be transported and the vehicle made available – dictates otherwise.

6.5 to indemnify the Logistics Service Provider and/or its subordinates and/or agents upon its first request in the event that it is held liable by third parties outside the scope of this Agreement for any damage or financial loss, in any way related to the performance of this or separate Agreement(s) and the Terms and Conditions applicable to both, including claims arising from product liability and/or intellectual property rights. This indemnification obligation applies if the Client has failed to comply with any obligation imposed on it by law, these Terms and Conditions, or the Agreement, or in the event that the damage or financial loss is caused by circumstances falling within the Client’s sphere of risk;

6.6 to be responsible for the Items and equipment made available by him to the Logistics Service Provider or its Agent;

6.7 in addition to the agreed compensation, to reimburse in a timely manner any other costs arising from this or separate agreement(s) and the Terms and Conditions applicable to both;

6.8 to reimburse in a timely manner the costs of inspections, follow-up work, cleanup work, and waste disposal incurred as a result of the performance of this Agreement or separate Agreements and the Terms and Conditions applicable to both;

6.9 Upon termination of the Agreement, to take possession of and/or arrange for the removal of the Goods located at the Logistics Service Provider’s or its Agent’s premises no later than the last business day prior to the date of termination of the Agreement, provided that all amounts owed to the Logistics Service Provider have been paid, as well as any amounts known on that date to be due. With respect to amounts the Client will owe after termination of the Agreement, to the extent already known and/or reasonably estimated by the Logistics Service Provider, the Client may satisfy such obligations by providing security deemed sufficient by the Logistics Service Provider;

6.10 to maintain confidentiality toward third parties with respect to all facts and information that come to its knowledge solely through the Agreement, except when information must be disclosed to competent government authorities pursuant to a legal requirement or when information is exchanged with third parties in the ordinary course of business.

6.11 to immediately take delivery of the Goods and/or have them removed if, in the opinion of the Logistics Service Provider, they are so dangerous or cause such a nuisance that the Logistics Service Provider cannot reasonably be expected to keep them in storage any longer. Notwithstanding the provisions of Article 3, paragraph 2, unloading and loading shall be carried out by or on behalf of the Client and at the Client’s expense and risk;

Article 7: Consequences of the Client’s Failure to Comply with Its Obligations

7.1 If the Client persistently fails, through its own fault, to fulfill one or more of its obligations as set forth in Article 6, paragraphs 1 through 10, the Logistics Service Provider may, without prejudice to its right to compensation for damages suffered, terminate the Agreement in whole or in part with immediate effect, after having set the Client a deadline of at least fourteen days for compliance by registered letter and the Client has still not fulfilled its obligations upon the expiration of that period. If setting such a deadline would disproportionately harm the Logistics Service Provider’s interest in the undisturbed operation of its business
, it may terminate the Agreement even without setting a deadline.

7.2 If the Client fails to fulfill one or more of its obligations as set forth in Article 6, paragraphs 1 through 8, the Logistics Service Provider shall be entitled to suspend performance of its obligations. This right of suspension may also be invoked against the Client’s creditors.

7.3 If the Client fails to fulfill its obligations as set forth in Article 6, paragraphs 9 and 11, the Logistics Service Provider is entitled to:
a. move the Goods to other premises at the Client’s expense and risk, and/or;
b. selling the Goods privately or publicly at the Client’s expense
after the expiration of fourteen days following the registered mailing to the Client
of a written notice of the intended sale,
without any further formalities being required to be observed
;
c. abandoning or destroying the Goods if it is plausible that the costs of selling the Goods will exceed the proceeds or if, despite a reasonable effort by the Logistics Service Provider, no buyer can be found, in which case the costs of abandonment or destruction shall always be borne by the Client.

Article 8: Liability of the Client

8.1 The Client is liable for all damage to the Logistics Center and/or the property of the Logistics Service Provider, its Agents, its subordinates, and its other Clients, as well as for personal injury caused by the Client itself, its Goods, including the packaging of its Goods, its Auxiliary Persons, subordinates, and persons designated by it.

8.2 The Client is liable to the Logistics Service Provider for all damages, including fines, interest, penalties, and forfeitures, including consequences resulting from the failure to clear customs documents or to do so in a timely manner, due to, among other things, the inaccuracy, inaccuracy, or incompleteness of its instructions and the data and/or documents provided by it, the failure to make the Goods available or to make them available on time at the agreed time, place, and manner, as well as the failure to provide documents and/or instructions or to provide them on time

8.3 The Client shall be liable to the Logistics Service Provider for all damages caused by the Client’s failure to fulfill its obligations under this Agreement or any separate agreement(s) and the General Terms and Conditions applicable to both.

8.4 The Client must reimburse the Logistics Service Provider for any fines imposed on the latter in connection with overloading during road transport. If the Client can provide proof of a fine for a violation of Section 2.6(2) of the Road Freight Transport Act, this provision shall not apply, except in cases of bad faith.

Article 9: Miscellaneous

9.1 The Logistics Service Provider may terminate the Agreement with immediate effect if the Client:
– ceases its business or operations in whole or in substantial part;
– loses free disposal of its assets or a substantial part thereof;
– loses its legal personality, is dissolved, or is effectively liquidated;
– is declared bankrupt;
– offers a composition agreement outside of bankruptcy;
– applies for a stay of payments;
– loses control over its assets or a significant portion thereof as a result of seizure by third parties;
– fails to fulfill its obligations as set forth in Article 6, paragraph 11.

9.2 If, after taking delivery of the Goods, the Logistics Service Provider is unable to commence, continue, or complete the transport within a reasonable time, the Logistics Service Provider is obligated to notify the Client of this fact. In such a case, the parties are authorized to terminate this transport agreement in writing, and this agreement shall terminate upon receipt of such notice. The Logistics Service Provider is then not obligated to arrange for further transport and is authorized to unload and store the Goods at a suitable location; the Client is authorized to take possession of the Goods. The costs incurred in connection with the termination regarding the Goods shall be borne by the Client. Except in cases of force majeure (Article 6:75 of the Dutch Civil Code), the Logistics Service Provider is obligated to compensate the Client for the damage suffered as a result of the termination of the agreement, whereby liability is limited to no more than twice the freight agreed upon for the
mode of transport, but not exceeding 10,000 SDR.

Article 10: Complaints

10.1 If the Goods are delivered by the Logistics Service Provider without the consignee having inspected their condition in the presence of the Logistics Service Provider, the Goods shall, subject to proof to the contrary, be deemed to have been delivered in good condition.

10.2 If the Goods are delivered by the Logistics Service Provider without the consignee having notified the Logistics Service Provider in writing of any reservations specifying the general nature of the loss or damage, the following applies:

– in the case of loss or visible damage, no later than the time of Delivery;
– in the case of damage not immediately apparent, within the period prescribed by the laws and regulations applicable to the mode of transport selected prior to Delivery or, in the absence of any (statutory) regulation, no later than five Business Days after Delivery;
the Goods shall, subject to proof to the contrary, be deemed to have been delivered in good condition.

10.3 The day of delivery is not included when calculating the aforementioned time limits.

10.4 In the case of domestic transport, if the Goods have not been delivered within thirty days of the date on which they were accepted for transport and their whereabouts are unknown, they shall be deemed lost.

Article 11: Statute of Limitations and Lapse

11.1 All claims arising from the Agreement are barred by the statute of limitations after twelve months and become time-barred after eighteen months.

11.2 In the event of total or partial loss, damage, delay, or inventory discrepancy, the time periods referred to in paragraph 1 shall commence on the first of the following days:
a. the day on which the Goods were delivered by the Logistics Service Provider or
should have been delivered;
b. the day on which the Logistics Service Provider notifies the Client of the loss, damage, or the existence of the Inventory Discrepancy.

11.3 In the event that the Logistics Service Provider is held liable by third parties, including any government entity, the time periods referred to in paragraph 1 shall commence on the first of the following days:
a. the day on which the Logistics Service Provider is sued by the third party;
b. the day on which the Logistics Service Provider has settled the claim made against it
.

11.4 If the Logistics Service Provider or a third party engaged by it has filed an objection or appeal against the claim, the time limits specified in paragraphs 1 and 2 shall commence on the day following the date on which the decision on the objection and/or appeal becomes final.

11.5 For all other claims, the time limits specified in paragraph 1 begin on the date on which such claims become due and payable.

11.6 In any event, the time limits specified in paragraph 1 for all claims arising from the Agreement shall commence on the day following the date on which the Agreement between the parties was terminated.

Article 12: Terms of Payment

12.1 All amounts owed by the Client to the Logistics Service Provider shall be paid in accordance with the agreed payment term or, in the absence of an agreed term, within fourteen days of the invoice date. This deadline shall be considered a strict deadline.

12.2 If the Client fails to pay any amount due within the period specified in paragraph 1 of this article, the Client shall be required to pay statutory (commercial) interest thereon in accordance with Article 6:119a or Article 6:119 of the Civil Code, effective from the day on which such payment was due at the latest through the day of full payment.

12.3 The Logistics Service Provider is entitled to charge the Client for any extrajudicial and judicial costs incurred in collecting the claim. Extrajudicial collection costs are due from the moment the Client is in default and amount to 15% of the claim, with a minimum of €150.

12.4 The Client is at all times obligated to reimburse the Logistics Service Provider for any amounts collected or to be collected by any government authority in connection with this Agreement or any separate agreement(s) and the Terms and Conditions applicable to both, as well as any related fines.

12.5 The Client is obligated, upon the first request of the Logistics Service Provider, to provide security for any amounts the Client owes or will owe to the Logistics Service Provider. This obligation also applies if the Client has already been required to provide security or has provided security in connection with the amount owed.

12.6 Set-off of claims for payment of fees arising from this Agreement or separate agreements and the Terms and Conditions applicable to both(v) terms and conditions, against other costs owed by the Client in connection with the Logistics Activities or other costs incurred in relation to the Goods, is not permitted. Nor is the Client permitted to suspend the aforementioned claims.

12.7 All amounts referred to in paragraph 1 of this section are immediately due and payable and may be offset by the Logistics Service Provider if the circumstances described in Article 7, paragraphs 1 and 2, of these Terms and Conditions arise.

Article 13: Security

13.1 The Logistics Service Provider has the right to refuse to release any Goods, documents, or funds that the Logistics Service Provider holds or will come to hold in connection with the Agreement to any person.

13.2 The Logistics Service Provider may exercise a right of retention over all Goods,
documents, and funds that it holds or will come to hold in connection with the Agreement, for all claims that the Logistics Service Provider has or will have against the Client and/or the owner of the Goods, including claims that do not relate to those Goods.

13.3 A security interest is established in all Goods, documents, and funds that the Logistics Service Provider holds or will come to hold in connection with the Agreement, to secure all claims that the Logistics Service Provider has or will have against the Client and/or the owner of the Goods.

13.4 The Logistics Service Provider may consider any person who, on behalf of the Client, entrusts Goods to the Logistics Service Provider for the purpose of performing Logistics Activities to be authorized by the Client to create a security interest in such Goods.

13.5 If a dispute arises upon settlement regarding the amount due, or if determining such amount requires a calculation that cannot be performed promptly, the Client, at the Logistics Service Provider’s discretion, the Client or the party claiming delivery shall, at the Logistics Service Provider’s request, immediately pay the portion of the amount owed on which there is agreement and provide security for the payment of the disputed portion or the portion for which the amount has not yet been determined.

13.6 The sale of any collateral shall be conducted at the Client’s expense in the manner prescribed by law or, if agreed upon, by private sale.

13.7 Upon the first request of the Logistics Service Provider, the Client shall provide security for costs paid or to be paid by the Logistics Service Provider to third parties or government authorities, as well as other costs incurred or expected to be incurred by the Logistics Service Provider on behalf of the Client, including, but not limited to, freight, port charges, duties, taxes, levies, and premiums.

Article 14: Dispute Resolution / Arbitration

14.1 All disputes arising out of or in connection with the Agreement(s) to which these Terms and Conditions of
apply shall be submitted exclusively to arbitration in Rotterdam in accordance with the TAMARA Arbitration Rules, with the exception of claims up to €25,000 and uncontested claims, in which case disputes shall be settled by the competent court in Rotterdam.

14.2 The exceptions referred to in paragraph 1 may not be invoked if the Client is established in a non-EU member state.

14.3 Where applicable, arbitrators shall apply the provisions of international transport conventions, including, but not limited to, the Convention on the Contract for the International Carriage of Goods by Road (CMR). The Client warrants to the Logistics Service Provider that the shipper, the consignee, and other parties with an interest in the cargo will be bound by the provisions of this clause in the event of damage to the Goods and/or a delay in their delivery.

Article 15: Final Provisions

15.1 All agreements to which these Terms and Conditions apply are subject to Dutch law.

15.2 The place of settlement and claims resolution shall be the Logistics Service Provider’s place of business.

Article 16: Recommended citation title

These Terms and Conditions may be referred to as “LSV 2014”.

In the event of any conflict with translated terms and conditions, the Dutch version of these Terms and Conditions shall prevail.

Contact information

If, after reading our Terms and Conditions, you have any questions, complaints, or comments regarding these Terms and Conditions, please feel free to contact us in writing or by email.

VASCO-fulfilment B.V.

Ringdijk 378

2983 GS Ridderkerk

Phone: +31(0)85 022 0009

Email: info@vasco-fulfilment.nl