Wens Shipping and Logistics LLC

Terms & Conditions

WENS AS AGENT WENS acts as the “agent” of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Customer and other dealings with Government Agencies. To avoid any doubts, as to all other services, WENS acts as an independent contractor.

CUSTOMER means any Person for whom, for whose benefit, or at whose request, WENS directly or indirectly renders services, including all of the Person’s agents, contractors, and/or other representatives, including shippers, importers, exporters, notify parties, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break- bulk agents, consignees, holders and assignees of Transport Documents, Storage Documents or other commercial documents, and other similar parties. Customer shall give copies of these Terms and Conditions to all such Persons.

AED The official currency of the UAE, sometimes also called Emirati Dirhams to Arab Emirate Dirhams or simply Dirhams.

DOCUMENTATION shall mean all information whether directly or indirectly received from or provided to the Customer, whether in paper or electronic form.

GOVERNMENT means any applicable nation, state, province, district, country, municipality, public corporation, or any court, tribunal, department, subdivision, agency or instrumentality of any of the foregoing.

IMDG CODE International Maritime Dangerous Goods Code.

LAW means each present and future law, statute, code, rule, regulation, ordinance, rule of law, principle of law, order, decree, judgment, guidance, or the equivalent enacted, ratified, adopted, promulgated, or issued by an applicable government, and all international conventions or otherwise mandatorily applicable under the laws of UAE.

MSDS means Material Safety Data Sheet

NAFL means National Association of Freight and Logistics, Dubai, UAE.

PERSON includes an individual, trust, estate, partnership, association, business or nonprofit organization, Governmental Unit, or other legal entity.

STORAGE DOCUMENT means a warehouse receipt, storage agreement, or other document evidencing the receipt of goods for storage, distribution or other handling.

Terms such as LIABILITY, OBLIGATION and RESPONSIBILITY include every duty to pay money, deliver value, provide services, perform an act, or refrain from performing an act.

THIRD PARTY means each of the following, by whomever chosen or compensated: carrier, truckman, cartman, lighterman, forwarder, ocean transportation intermediary, ocean freight forwarder, nonvessel operating carrier, customs broker, agent, warehouseman, and each other Person to whom goods are entrusted for transportation, carriage, cartage, drayage, handling, delivery, storage, distribution, clearance, entry, or other service or activity.

TRANSPORT DOCUMENT means a bill of lading, waybill, forwarder’s cargo receipt, contract of carriage, or other documents issued by WENS or other competent persons evidencing the receipt of goods for carriage.

UAE the United Arab Emirates.

1.2 Terms such as “includes” and “including” are not limiting. All references to documents include documents in paper or electronic form. The captions are for convenience only and are not part of these Terms and Conditions. These Terms and Conditions shall be construed without regard to any presumption or rule requiring that they be construed against the Person causing all or part of them to be drafted. If these Terms and Conditions conflict with the terms of a Transport Document or Storage Document issued by WENS, the Transport Document or Storage Document controls. If any part of these Terms and Conditions is held invalid or unenforceable in a jurisdiction by a final, non- appealable judgement, the judgement does not affect the validity or enforceability of any other part of these Terms and Conditions in that jurisdiction or of any part of these Terms and Conditions in another jurisdiction.

2 WENS’S ROLE

2.1 WENS acts as the direct agent of Customer in all cases, except to the extent WENS acts as a carrier

2.2 Unless WENS otherwise agreed, WENS has complete freedom in choosing the means, routes, and procedures to be followed in handling, transporting, loading, unloading, storing, clearing, entering, delivering, distributing, or otherwise dealing with the goods, and in choosing the third parties to perform these services. All such third parties shall be considered as the agents of Customer, therefore, Customer shall bear cost for their services, if were not expressly agreed by WENS. Advice by WENS to Customer that a particular Person has been selected to render services shall not be construed to mean that such Person will render such services or WENS will bear the cost unless agreed in advance

3 QUOTATIONS NOT BINDING

3.1 WENS’s Quotations are for informational purposes only, thus, must not be considered as an offer of a binding contract, therefore, they are subject to change without notice to the Customer, consequently, no quotation binds WENS unless WENS expressly agrees to handle or transport the goods at specific rates and payment terms.

3.2 The information provided in the quotation, such as pricing, services, and other details, are confidential and strictly for the benefit of the Customer addressed. Prior written consent from WENS is needed to share the information with any Third Party.

3.3 This quotation is valid for 30 days, unless otherwise specified, and supersedes all previous rates, and correspondences and all agreements. WENS reserves the right to change rate as mentioned in its sole discretion, in such an event, the customer will be notified accordingly.

3.4 WENS reserves the right to choose the carrier unless informed by customer for the carrier restriction or to choose particular carrier due to custom clearance at particular terminal.

3.5 Fuel, Currency, Security / War Risk and other surcharges imposed by land, sea or air carriers which are rated at current levels are subject to change at the carrier’s discretion.

3.6 The rates mentioned in the quotation are subject to:

3.6.1 Loading & Destination Terminal Handling Charges (THC) and other local charges.

3.6.2 Inspection fee, if required by any authority or at the load port due to random inspection and subsequent detention / demurrage charges as per official receipt.

3.6.3 General Rate Increase (GRI) / Rate Restoration (RR) / Peak Season Surcharge (PSS) or any kind of sudden increase by carrier at the time of the booking.

3.7 All charges/expenses mentioned in Clause 3.6 above must be borne by the Customer in addition to the amount mentioned in the quotation.

3.8 Special equipment are subject to additional fee if re-positioning is required and/or if time is needed to arrange it from another location.

3.9 At the actual time of shipment, if the weight and dimensions / volume change and/or container size differ from what was submitted for the initial quote, then the actual charges at the time of shipment shall be borne by the Customer.

3.10 This quotation does not include insurance. Insurance is the liability of Shipper / Consignee / Customer, therefore, WENS will not bear any kind of liabilities due to any reason whatsoever. Customer desiring insurance coverage for their cargo must obtain such insurance from outside agency. NAFL rules regarding Insurance is applicable to the Customer.

3.11 Quotation is subject to weight limitations and weight distribution requirements in accordance with the local and national rules and regulations of the country(ies) of transit.

3.12 Transit time mentioned is as per the information provided by carriers. WENS is not responsible for any delay, however we assure that every effort is being done to deliver the cargo on time.

3.13 Rates mentioned in the quotation apply to general cargo only and do not apply to perishable, dangerous/hazardous and oversized cargo, unless explicitly mentioned in the quotation.

4 CUSTOMERS’ OBLIGATIONS

4.1 Customer must:

4.1.1 Provide and disclose all documents and information required to handle, transport, load, unload, store, clear, enter, deliver, distribute, and otherwise deal with goods (including commercial invoices in proper form and number, other documents necessary or useful in the preparation of the customs entry, and such further information to enable WENS to perform services, including the dutiable value, weights, measures, number of pieces, packages, cartons or containers, condition of the goods, classification, MSDS (if applicable), country of origin, genuineness of the goods and any mark or symbol associated with them, Customer’s right to export, import and/or distribute the goods, and the admissibility of the goods, pursuant to Law, all in the languages of and as may be required by the Laws of the country of origin or of destination);

4.1.2 Immediately advise WENS of any errors, discrepancies, incorrect statements, or omissions in any document or other information

4.1.3 Review all documents, declarations, security filings, and other submissions prepared or filed with any Government or any other Person; and

4.1.4 maintain all records required under any applicable Law. Unless otherwise agreed, WENS does not act as a “record -keeper” or “third-party record-keeper” for Customer, therefore, WENS has no liability for any action taken or fines or penalties assessed by any Government because Customer fails to comply with any Law.

4.2 WENS has no liability for increased duty, penalty, fine or expense, unless caused by the negligence or other fault of WENS, in which case its liability is governed by the provisions of Clauses 7 and 8 below.

4.3 Customer represents, warrants and covenants the accuracy, sufficiency, and completeness of all documents and information furnished to WENS by or for Customer. WENS has no duty to inquire into the accuracy, sufficiency, or completeness of any documents or information and in no instance shall be charged with information that Customer fails to give in writing. WENS may rely on all documents and information furnished to WENS. If Customer fails to perform any obligation, WENS may use its discretion in connection with the goods.

4.4 Customer represents, warrants and covenants that it is and will remain in compliance with all applicable Laws and Sanctions. Customer shall also comply with all applicable Laws of any country or other jurisdiction to, from, through, over or in which any goods may be carried, including all applicable Laws relating to the marking, packing, carriage, storage, clearance or delivery of the goods. Customer represents, warrants and covenants that the export jurisdiction and classification of all goods is correct and that it shall immediately notify WENS in writing of any changes to such information.

4.5 Customer further represents, warrants and covenants that all goods are properly marked, addressed, and packaged to withstand ocean transport, air transport, and ground transport. WENS is not liable to Customer for loss, damage, expense or delay due to the Customer’s failure to comply with these Terms and Conditions. Customer shall indemnify and hold WENS harmless against any and all claims, losses, or damages arising from the conduct of Customer or any of its officers, directors, employees, agents, owners or other Persons working for or with Customer under these Terms and Conditions that constitutes a violation of the Customer’s obligations, representations, warranties and covenants contained herein.

4.6 Where WENS prepares and/or issues a Transport Document or Storage Document, WENS has no obligation to specify thereon the number of pieces, packages and/or cartons etc. or the condition of the goods.

5 SHIPMENT, CUSTOMS CLEARANCE AND PAYMENT

5.1 Carrier reserves the right to stow cargo in the best interest of the vessel and in compliance with local, national and international rules, regulations, and conventions

5.2 On deck shipments shall be at shipper’s risk

5.3 The consignee shall arrange a float advance amount to WENS towards customs duty/port charges in order to avoid unnecessary delays during the customs clearance process.

5.4 All freight charges as well as surcharges are payable immediately upon receipt of our freight invoice without any deduction. Customs duties and other official government charges which are payable to port of entry & authorities have to be paid in advance. WENS reserves the right that all business is transacted CASH AGAINST DOCUMENTS, if not negotiated and agreed otherwise in a separate written form. Contact our finance team through your WENS Ocean Freight Sales Representative for a Credit Application Form. The signature of such form has to be certified by the applicable and accepted chamber of commerce & industry by WENS. Any container detention, truck waiting, damage, cleaning charges, if any, will be debited separately as per outlay.

5.5 Any additional costs, fines etc. caused by the importer and/or exporter or his suppliers such as detention charges, claims due to damaged containers, storage charges in the port etc. have to be paid immediately by the customer.

5.6 All charges must be paid by Customer in advance unless WENS agrees in writing to extend credit to Customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by WENS. WENS may in its sole discretion extend credit to Customer. The amount and terms of credit are subject to WENS’s periodic review. WENS may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent WENS otherwise agrees, WENS has no obligation to make or incur any expense, guarantee or advance for any purpose.

5.7 The compensation of WENS for its services and advances shall be included with and is in addition to the rates and charges of all third parties to handle, transport, load, unload, store, clear, enter, deliver, distribute or otherwise deal with the goods, and shall be exclusive of any brokerage, commissions, dividends or other revenue received by WENS from insurers or other Persons. Customer shall pay all costs, expenses and fees (including reasonable attorneys’ fees) incurred by WENS in connection with (a) the enforcement of payment or performance of any indebtedness or obligation of Customer (including by any action or participation in, or in connection with, a bankruptcy or insolvency proceeding, wherever pending) or (b) any dispute between WENS and Customer or any other Person. All amounts owed to WENS must be paid in the lawful currency specified in WENS’s invoices in immediately available funds, without abatement, counterclaim, set- off, recoupment, and free and clear of, and without any deduction or withholding for, any taxes, duties, confiscation, detention, or other matters. If any amount is not paid when due, it shall accrue interest until paid at two percent (2%) per month.

6 INSURANCE

6.1 Unless WENS otherwise agrees, WENS has no obligation to procure insurance. In the event, WENS agrees to procure insurance, WENS reserves the right to select the insurance companies and underwriters. The insured shall have recourse against the insurer only and not against WENS. Customer is responsible for all insurance premiums and for WENS’s charges to arrange for insurance

6.2 Cargo Insurance will be responsibility of CUSTOMER/SHIPPER/ CONSIGNEE to insure their cargo which will be stored at WENS Warehouse/ Facility. WENS won’t be responsible for any liability / consequences

7 LIMITATION OF LIABILITIY

7.1 WENS has no obligations other than those mentioned in these Terms and Conditions or in any Transport Document or Storage Document issued by WENS. Except as specifically set forth in these Terms and Conditions, WENS makes no express or implied warranties in connection with its services.

7.2 In the absence of proven negligence or other fault by WENS while the goods are in the physical custody of WENS, WENS has no liability whatsoever for any loss, damage, expense or delay.

7.3 WENS shall be relieved of liability for any loss or damage if and to the extent that such loss or damage is caused by:

7.3.1 strike, lock-out, stoppage or restraint of labour, fire, acts of God, the consequences of which WENS is unable to avoid by the exercise of reasonable diligence.

7.3.2 any cause or event which WENS is unable to avoid and the consequences whereof WENS is unable to prevent by the exercise of reasonable diligence.

7.4 Subject to the further limitations of liability in Clauses 7.5 and 7.7 below, WENS’s liability for any loss, damage, expense or delay resulting from the proven negligence or other fault of WENS is limited as follows:

7.4.1 If the claim arises from WENS’s Customs brokerage services, the lesser of hundred Dirham (AED 100) per bill of entry or the amount of brokerage fees paid to WENS for the entry

7.4.2 In the case of claims for loss or damage to goods, a sum at the rate of Dirhams 7 (seven) per kilo of gross weight of any goods lost or damaged, subject to a maximum limit of Dirhams 10,000 (Ten Thousand)

7.4.3 If clauses 7.4.1 and 7.4.2 do not apply, the lesser of 100 Dirham (AED 100) per shipment or the commercial invoice value of the shipment whichever is lesser

7.5 For the purposes of Clause 7.4, the value of the goods shall be their value when they were or should have been shipped not the value when they were purchased. It is the duty of the Customer to prove such value.

7.6 Customer acknowledges that WENS and third parties to whom goods are entrusted limit their liability for loss, damage, expense, or delay. Customer may obtain an increase in the liability of WENS above the limits set forth in Clause 7.4 above if WENS agrees to the request before it renders any services and the agreement sets forth the limit of WENS’s liability and the additional compensation received or paid for the added liability. The Customer agrees and understands that any valuation that Customer places on the goods shall be considered for export or customs purposes only.

7.7 As a further limitation on WENS’s liability, Customer agrees that the maximum aggregate of WENS’s liability to Customer for any charges, claims, damages, liabilities, judgements, costs, expenses, payments or losses of any kind during any calendar year that are not already limited by other provisions of this Clause 7, whether or not the same arise out of or relate to services performed by WENS, shall be no more than the lesser of the following:

7.7.1 Dirhams 10,000 (Ten Thousand)

7.7.2 actual, direct damages;

7.7.2 the aggregate service charges paid by customer to WENS during the same period.

7.8 As a further limitation on WENS’s liability, Customer agrees that WENS shall in no event be liable for any indirect, incidental, consequential, punitive, statutory or special damages, including lost profits, income or opportunity even if WENS is on notice of the possibility of any such damages or for the acts or omissions of any other person and however arising, including for breach of contract, tort, negligence, willful or intentional acts or omissions.

7.9 The limitations and exclusions in this Clause 7 apply even if they cause any remedy otherwise available to fail of its essential purpose and without regard to WENS’s performance of failure or delay of performance.

7.10 Customer hereby waives all rights and remedies under the Carmack Amendment.

7.11 Goods may be entrusted to third parties subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements and conditions appearing in Transport Documents, Storage Documents, receipts, tariffs, or other documents issued by such Persons. WENS has no additional liability for any loss, damage, expense, or delay caused by the acts or omissions of third parties.

8 LIMITATION OF ACTIONS

8.1 With respect to any act or omission by WENS, Customer must present to WENS at WENS office

8.1.1 a preliminary notice of claim within fourteen (14) days after the loss or incident giving rise to the claim and

8.1.2 a formal written sworn proof of claim within sixty (60) days from the date of loss or incident giving rise to the claim. Failure to satisfy these requirements is a complete defense to any suit or action by Customer, to the extent applicable Law does not mandatorily provide otherwise.

8.2 As an additional requirement, any suit to recover on a claim against WENS must be commenced within one (1) year after the date of delivery or release of the goods, the date when the goods should have been delivered or released, or the date when any other loss, damage, expense, or delay first arose.

9 INDEMNIFICATION

9.1 Customer shall indemnify WENS and hold WENS harmless from and against all charges, claims, damages, liabilities, judgements, costs, expenses, payments or losses of any kind (including for purchase price, freight, storage, demurrage, detention, duties, taxes, fines, penalties, incidental, indirect, consequential or exemplary damages, and WENS’s litigation expenses and reasonable expenses, including attorneys’ fees) arising from or related to any one or more of the following:

9.1.1 any breach of any representation, warranty, covenant, agreement, undertaking, consent, or waiver by Customer

9.1.2 any failure of Customer to pay or perform when due its obligations to WENS or to any other Person (including any Government, carrier, vendor, holder or assignee of any Transport Document, Storage Document, or other commercial document)

9.1.3 any claims of a General Average nature which may be made on CKY

9.1.4 Customer’s violation of any Law or failure to disclose, correct, or complete any entry, export, security or other data or documents

9.1.5 any other claim by any such other Person, in each case, even if not due to any negligence or other fault of Customer or caused by the Goods provided by the Customer due to any reason whatsoever.

9.2 If any action, claim, suit or proceeding is brought against WENS, WENS shall give notice in writing to the Customer by mail to the address on file with WENS. At Customer’s expense WENS may employ attorneys and other professionals of its own choice in connection with any indemnified matter.

10 SALE OF PERISHABLE GOODS

10.1 Perishable goods or live animals for which Customer gives no instructions for disposition may be sold or otherwise disposed of without any notice to the Customer, owner, or consignee, and payment or tender of the net proceeds of any sale after deduction of charges is equivalent to delivery of the goods. If for any reason a shipment is refused or remains unclaimed at any place or is returned, the Customer must still pay WENS for all charges and expenses in connection with the goods. Nothing obligates WENS to forward, enter or clear the goods or arrange for their disposal.

11 GENERAL LIEN ON ANY PROPERTY

11.1 WENS has a general lien on any and all property (and documents relating thereto) now or hereafter in WENS’s possession, custody or control or en route as security for all existing and future indebtedness and obligations of Customer to WENS. This lien is in addition to any other rights and remedies WENS may have under other agreements or applicable Law and shall survive delivery or release of any property. WENS has the right to withhold delivery or release of any property if Customer is in breach of any indebtedness or obligation to WENS, even if not related to such property.

11.2 If any such indebtedness or obligation is unsatisfied, WENS may, and without the need to obtain any judgement or decree from the court or tribunal, and in addition to all other rights and remedies under other agreements and/or applicable Law, exercise all of the rights of lien by selling the goods on any price to recover its dues. Any notice required to be given of a sale or other disposition made at least seven (7) days before a proposed action constitutes fair and reasonable notice. Any surplus from the sale or other disposition, after deduction for all sums owed to WENS, shall be transmitted to Customer, and Customer shall be liable for any deficiency

12 INTELLECTUAL PROPERTY

12.1 WENS’s intellectual property provided, demonstrated or used in connection with any services, including databases, software, web pages, programs, processes and procedures, reports, manuals, presentations, patents, trademarks, copyrights, trade secrets, service marks, know-how and any other similar rights or intangible assets recognized under applicable Law (all of the foregoing, including source codes and similar information, “Intellectual Property”), was developed and maintained at great expense, is of great value to WENS, is confidential and proprietary, and shall remain the sole and exclusive property of WENS at all times. Without WENS’s prior written consent, Customer shall neither directly nor indirectly attempt to or actually disclose, use, re-create, duplicate, decode, alter, change, disassemble, decompile, or reverse engineer any Intellectual Property. Customer acknowledges and agrees that a violation of any of the foregoing shall cause irreparable harm to WENS.

13 DATA PRIVACY

13.1 Customer represents, warrants and covenants that it complies with all applicable privacy and data protection Laws with respect to information (“Customer Data”) about contacts or clients of Customer or about other Persons that Customer provides to WENS to enable WENS to perform services. With respect to Customer Data, Customer acts as a “data controller” or similar term under applicable Law. Customer further represents, warrants and covenants that it has obtained the proper consent from all data subjects to the disclosure and transfer of Customer Data to WENS. In providing services to Customer, WENS may be required to share Customer Data with Governmental Units and may process Customer Data and thus act as a “data processor” or similar term under applicable Law with respect to such data and will process Customer Data in accordance with lawful instructions from Customer. WENS may use Customer Data as part of its Customer account opening, general administration process (e.g., in order to carry out compliance, financial checks, invoicing, or debt recovery), and otherwise in performing services. The information may be transferred to or accessible from WENS’s offices around the world.

14 FORCE MAJEURE

14.1 WENS is not liable for loss, damage, expense, delay, or nonperformance resulting in whole or in part from circumstances beyond the control of WENS, including but not limited to acts of God, including flood, fire, earthquake, storm, pandemics, lockdowns, hurricane, power failure or other natural disaster, war, hijacking, robbery, theft or terrorist activities, incidents or deteriorations to means of transportation, embargoes, civil commotions or riots, defects, nature or inherent vice of the goods, acts, breaches of contract, or omissions by Customer or any other Person who may have an interest in the goods, unavailability of proper means of transportation or ships, acts by any Government, including denial or cancellation of any import, export or other necessary license, strikes, lockouts, slowdowns or other labor conflicts.

15 SEVERABILITY

15.1 In the event any Clause (s) and / or portion (s) hereof is found to be invalid and / or unenforceable, then in such event the remainder hereof shall remain in full force and effect.

16 MISCELLANEOUS

16.1 These Terms and Conditions shall be governed by and construed according to the Laws of Dubai, UAE, without regard to conflict of law principles. Customer irrevocably consents to non-exclusive jurisdiction and venue for all proceedings related to disputes involving Customer and WENS in Dubai Courts. Customer irrevocably consents to the commencement and transfer of all proceedings to such courts. Customer also irrevocably consents to the commencement and to the transfer of venue in any action to any other venue in which WENS is party to an action brought by itself or another Person. Customer waives all defenses based on inconvenience of forum in all actions commenced in or transferred to the venues agreed to above.

16.2 The incorporation of these Terms and Conditions for transportation, shipment or warehousing into any agreement between customer and WENS, or the act of tendering goods for transportation or storage or other services by WENS shall constitute acceptance by the Customer of the Terms and Conditions set forth herein.

16.3 Notwithstanding any course of dealing, course of conduct, course of performance, or usage of trade, (a) whenever reference is made to the WENS’s agreement, acceptance, approval or consent, even if not specifically so stated such agreement, acceptance, approval or consent is not effective unless in writing and signed by a duly authorized officer of WENS, (b) neither failure nor delay by WENS to exercise any right, remedy, power, or privilege operates as a waiver, (c) no single or partial exercise of any right, remedy, power, or privilege by WENS precludes any other or further exercise thereof or the exercise of that or any other right, remedy, power, or privilege, (d) no amendment, modification, rescission, waiver or release of all or part of these Terms and Conditions, any Transport Document, or any Storage Document is effective without the WENS’s specific prior written approval. WENS may from time to time change these Terms and Conditions

16.4 Unless requested by the customer in writing and agreed to by WENS in writing, WENS shall be under no obligation to undertake any pre – or post Customs release action, including, but not limited to, obtaining binding rules, advising of liquidations, filing of petition (s) and / or protests, etc.

16.5 LCL cargoes have to be cleared within 90 days from date of arrival, if not, WENS reserves full rights to export the LCL cargo back to the POL (Port of loading). Relevant costs pertaining to this (storage, reexport formalities, etc) to be on account of the booking party, that is relevant agent at Port of Loading.