I. DEFINITIONS RELATED TO TRANSPORT CONDITIONS

The term "Carrier" in the general sense means all companies belonging to the "TRANSPORT VERVAEKE" group, and listed below;

• SA Transports Vervaeke, with registered office at 8587 Spiere-Helkijn, IJzeren Bareel 1, CBE: 0405.456.634;
• SA Vervaeke Wallonie, with registered office at 7180 Seneffe, Rue Ernest Solvay, CBE: 0453.421.649
• SA Vervaeke Luxembourg, with registered office at L-3381 Livange, Rue Fontebierg 3, B135561
• SA Vervaeke Logistics Services, with registered office at L-3381 Livange, Rue Fontebierg 3, B170338
• SARL Vervaeke France, with registered office at BP60152 F-59431 Halluin, rue de la Lys 196, 794 569 764.

In the context of these conditions, ""customer"" means all those who execute a transport order, or more generally enter into a legal relationship with the carrier, provided that the customer, by giving the order or entering into a legal relationship, declares itself to be authorized for such and consequently personally guarantees the obligations resulting the order. For the purposes of the present terms and conditions, the customer also makes a representation on behalf of the loader and/or recipient.

II.    SCOPE OF APPLICATION

The general terms and conditions shall apply to all orders given (including, if applicable, any storage before, during and after the transport) and agreements with and, in general, all legal relations with the carrier unless otherwise agreed in writing. This implies that the general conditions of each other party, in whatever form, cannot in any way apply to the legal relationship with the carrier. By merely accepting the offer and giving the transport order, the client also accepts the general terms and conditions.

III.    OFFERS

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

IV. TRANSPORT DOCUMENTS

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

V. LOADING – UNLOADING – WEIGHT – STOWAGE

Unless otherwise stated in writing, the parties expressly agree that loading and unloading shall be done by the customer (or loader), respectively the recipient. To the extent that the driver is requested by the customer or recipient to perform these acts, this shall be done under the exclusive supervision, control and responsibility of the customer or recipient . Nevertheless, the customer (loader) or recipient remains responsible for the loading and/or unloading installation. The carrier bears no liability whatsoever for damage caused by, and/or during loading and unloading.

In accordance with Article 45bis, §3, 6th paragraph of the Road Code, the parties agree that cargo securing shall be carried out by the customer or the loader. If the intervention of the driver is required, this shall be done based on the instructions and responsibility of the customer or loader given in accordance with the applicable legislation in function of the route. If the vehicle used by the carrier or the stowage method applied proves to be unsuitable because incorrect or incomplete information was communicated by the customer or loader or if the transport packaging proves not to be strong enough to enable correct securing of the load, the costs and damage resulting from this shall be entirely for the account of the customer.

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

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

Unaccompanied loading and/or unloading by the carrier shall only take place if agreed in writing. In the absence of prior written agreement, the loading and/or unloading will be postponed to a later time, with the costs associated with this postponement being borne by the customer.

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

VI. LIABILITY AND LEGAL FRAMEWORK

On every transport assignment and its execution, the mandatory provisions of the CMR convention apply. The carrier exonerates himself from any liability other than that provided for in the CMR Convention and any other mandatory regulations. In any event, and except in cases of willful misconduct, the extent of the carrier’s liability for damage to goods other than those being transported shall be limited per claim to a maximum of 8.33 STR per gross kg weight of the transported cargo per incident. Accordingly, the carrier shall not bear any liability for damage or delay caused during loading and unloading of the goods (including by thawing). Unless otherwise stated on the consignment note, no transport order shall be accepted under a cash- -on-delivery condition, under agreed value of the goods, or with a particular interest in delivery. The transport of high-risk goods (jewelry, money, antiques, securities, excise goods, etc.) is only accepted at the risk of the client.

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

All parties involved in the transportation are consistently responsible for all obligations as described in Part I, Chapter 1.4. ADR Convention, even to the extent that the principal would rely on third parties or appointees for this purpose. The customer, in his respective role as loader, packager or dispatcher, is also responsible for enabling correct load securing and, if required, providing an alternative securing method in accordance with Article 45bis of the Road Code and the correct distribution of the load across the load floor, adhering to the Maximum Technically Permissible Mass (MTM) and axle loads of the vehicle. The customer shall compensate the carrier for all damages suffered as a result of non-compliance with the obligations described in Part I chapter 1.4. ADR Convention, with the exception of those under section 1.4.2.2., damages resulting from transshipment and overloading of axle loads or any negligence with regard to the provision of information or documentation to the carrier.

In the event that the carrier is required to pay a criminal penalty as a result of a violation of ADR regulations, transshipment, overloading of axle loads, or any conviction resulting from a defective act by the customer or his appointees, the carrier will be entitled to recover the amount of this criminal penalty from the customer.

For all aspects not covered by the applicable laws and regulations, nor by these general terms and conditions, reference is made to the CEFIC/ECTA Best practice Guidelines for Safe (un)Loading of Road Freight vehicles, in its latest applicable version.

The carrier assumes no responsibility regarding the condition of third-party containers. The signing of the receipt or interchange serves only as proof of the container’s receipt. The containers delivered to the carrier when filled are accepted without inspection of their contents, with the clause ‘said to contain’ automatically applying by operation of law.

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

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

Quoted prices are always 'bare' prices. This means that the prices are always based on distance. Any surcharges must be added (including, but not limited to, waiting hours, ADR surcharge, customs scans, intermediate stops, physical inspection, diesel surcharge). Rates for these surcharges are available on request and may vary.

Unless otherwise agreed in writing, the invoices from the carrier are payable on the specified date and without any discount. In the absence of a specified due date, the invoice is payable 30 days from the date of issue. After the due date, the customer is automatically considered to be in default without the need for a written notice and a conventional indemnity is immediately due in the amount of 15% of the outstanding amount, with a minimum of €200 and a maximum of €4,000, - as well as interest from the due date at the rate of legal interest under the law of August 2, 2002, concerning the combating of late payment in commercial transactions implementing the European Directive 2000/35/EC of 29 June 2000 increased by 7 percentage points and rounded up to the higher half percentage point, with any part of the month considered as a full month. The grant of this conventional indemnity of 10% does not exclude the grant of any legal fees or any other proven recovery costs.

In the absence of payment on the due date, all outstanding invoices also become immediately and fully payable by operation of law without the need for a notice of default. The various claims of the carrier against the customer, even if they relate to different shipments and goods no longer in possession, shall form a single and indivisible claim to the extent to which the carrier may exercise all its rights and privileges.

Any objection to the carrier's invoices must be made in writing within fourteen (14) days of receiving the invoice and must be sent by registered mail to the address of the carrier's registered office. If the complaint is not lodged in a timely manner, the assignment is irrevocably deemed accepted and properly executed.

VIII. WAITING HOURS

The time frame for loading and unloading is calculated from the offer at the loading/unloading location, regardless of whether the goods have been accepted or not. One hour of waiting time is taken into account (unless otherwise agreed).

An additional waiting fee will be charged for each additional hour (unless otherwise agreed).

Waiting hours are always calculated per started half-hour (unless otherwise agreed). If there is any deviation from the above in specific individual cases, this will not grant any rights for the future under any circumstances.

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

IX. RECISSION – CANCELLATION

In cases where the assignment is not carried out or is cancelled the day before the agreed day of loading and this is beyond the carrier's control, the customer undertakes to pay the carrier compensation equivalent to 25% of the freight charges with a minimum of 250€. If the termination is communicated after 12:00 PM on the day before the day of loading, this compensation increases to 75% of the freight charges with a minimum of 500€. In the event of cancellation on the same day as the loading day, the compensation is 100% of the freight charges, plus all already incurred costs. All of this unless otherwise agreed.

X. APPLICABLE LAW AND JURISDICTION

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

XI. NULLITY

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