GENERAL TERMS AND CONDITIONS OF GLOBAL FREIGTHAGE SERVICES (GFS)

ARTICLE 1 - PURPOSE AND SCOPE 

The purpose of these conditions is to define the terms and conditions under which GFS, in any capacity whatsoever (agent, forwarding agent, carrier, warehouseman, customs agent, etc.), performs activities and services relating to the physical movement of shipments and/or the management of goods flows on behalf of the Customer. Any engagement or transaction whatsoever with GFS implies acceptance, without reservation, by the Customer of the conditions hereinafter defined.

ARTICLE 2 - PRICE OF SERVICES

2.1. Quotation. The prices corresponding to the services performed are freely agreed between GFS and the Customer. They are established on the basis of the information provided by the Customer, taking into account the services to be performed, the nature, weight and volume of the Goods to be transported, any special requirements, the destination, etc. Quotations are based on the exchange rate at the time the quotation is given to the Customer's order.

2.2 Price changes. If one or more of these basic elements are modified after the quotation has been issued, including by GFS substitutes, due to conditions beyond its control, GFS reserves the right to modify the prices given in the quotation under the same conditions. The same applies in the event of any unforeseen event resulting in the modification of one of the elements of the service.

2.3 Immobilization. In the case of transport and in the event of immobilization of the vehicle during loading and/or unloading, the Customer will pay GFS, by way of compensation, the immobilization costs at the rate mentioned in the special conditions of service. In the event of total or partial failure by the Customer to deliver the shipment, GFS shall be entitled to claim compensation equal to at least half the price of the shipment.

2.4 Fuel indexation. The transport price is readjusted according to changes in the price of fuel. The transport price initially agreed is automatically revised to cover the variation in charges linked to the variation in the cost of fuel between the date of the contract and the date on which the transport operation is carried out.

2.5. Prices initially agreed are renegotiated at least once a year.

ARTICLE 3 - TERMS OF PAYMENT

3.1 Payment terms. Services are payable in cash on receipt of invoice, without discount, at the place of issue. The Customer is always responsible for payment. If payment terms are granted, they may under no circumstances exceed thirty (30) days from the date of issue of the invoice for all services performed by GFS.

3.2. The unilateral deduction of the amount of the alleged damages from the price of the services due is prohibited.

3.3. Penalties for late payment. Any sum due, paid after the due date shown on the invoice, will automatically entail the payment of penalties. Late payment penalties are payable without the need for a reminder.

3.4 Flat-rate compensation for collection costs. Any late payment situation gives rise to the payment of a fixed indemnity for collection costs.

ARTICLE 4 - PERFORMANCE OF SERVICES

4.1. Departure and arrival dates that may be communicated by GFS are given for information purposes only.

4.2. Loading and unloading. Whatever the type of vehicle, loading, weighing, chocking and securing are the responsibility of the Customer, who is liable for any damage resulting from these operations. The consignee is responsible for unloading the goods.

4.3. GFS is not required to check the documents provided by the Customer.

4.4. Reimbursement of expenses paid. When GFS incurs costs in the interest of the goods, to prevent or limit damage, it shall be fully compensated. Likewise, costs paid by GFS on behalf of the goods - demurrage, detentions and all advances of costs which were unknown at the time of quotation - shall be borne and reimbursed by the Customer.

ARTICLE 5 - OBLIGATIONS OF THE CUSTOMER

5.1 Warranty. The Customer guarantees that all parties involved in the operations entrusted to GFS and all transactions relating to the goods are authorized by the competent authorities under the laws and regulations governing customs and export and import control.

5.2 Obligation to provide information. The Customer is required to provide GFS as soon as possible with all information and documents necessary for the performance of the services, including, but not limited to, information relating to the choice of customs procedure, customs origin, customs value, tariff classification of the goods as well as any tracking document or document required under a specific regulation concerning the goods imported, exported or placed under a specific customs or tax procedure.

5.3. The Customer shall be liable for all consequences arising from a failure to provide information and declarations as to the exact nature of the goods as well as from erroneous, incomplete, inapplicable or late declarations or documents.

5.4. Illegal goods. The Customer expressly undertakes not to deliver to GFS any illegal or prohibited goods (e.g. counterfeit goods, narcotics, etc.).

5.5 Customs operations. The Customer guarantees GFS against all financial consequences arising from erroneous instructions, inapplicable documents, etc., generally leading to the payment of additional duties and/or taxes, fines, etc., by the administration concerned.

ARTICLE 6 - LIABILITY

6.1. GFS is not obliged to check or draw the attention of the Customer to the existence of legal or official impediments to shipment such as, by way of example only, import, export or transit restrictions.

6.2. Substitute liability. GFS is entitled to have other service providers replace it in the execution of the order and to entrust the goods to substitutes and/or subcontractors. The liability of GFS is strictly limited to that assumed by the substitutes and/or subcontractors it uses to carry out the operations entrusted to it.

6.3. Personal liability of GFS. In all cases where GFS is held liable, the Customer's compensation is strictly limited to compensation for material damage resulting from loss or damage, to the exclusion of all other damages. For all damages resulting from a failure in the execution of the logistical service, subject of the contract, the personal liability of GFS is strictly limited to the price of the service causing the damage.

6.4. Transport liability. GFS will not be held liable in the event of one or more packages being missing when the trailer has been sealed at loading and the seal is intact when the vehicle is presented for delivery. In the event that the personal liability of GFS is incurred, for whatever reason and in whatever capacity, it is strictly limited to the price of transporting the merchandise (excluding duties, taxes and miscellaneous expenses), which is the subject of the contract.

6.5. Other damages. No compensation for late delivery shall be due unless an imperative date has been expressly requested by the client and accepted by GFS. GFS may not be held liable in the event of a simple delay in delivery in relation to the indicative deadlines mentioned on the transport order.

6.6. Force majeure. GFS shall not be held liable in the event of force majeure relating to the occurrence of the following events: fire, explosion, water damage, storm, hail and snow on the roof, smoke, land vehicle impact, flooding, fall of air navigation equipment and spacecraft, riots and popular movements, collapse of racks, acts of terrorism and sabotage, theft, acts of vandalism and attacks, natural disasters. As well as resulting from an alteration or pollution of the product generated prior to acceptance, or resulting from an inherent defect in the product or its packaging, insufficient packaging, the actions of a third party, a natural event or the fault of the client.

ARTICLE 7 - INSURANCE

No goods insurance is taken out by GFS without a written order from the Customer specific to each shipment, specifying the risks to be covered and the values to be guaranteed. If such an order is given, GFS, acting on behalf of the Customer, takes out insurance with an insurance company that is known to be solvent at the time of coverage. In the absence of precise specification, only ordinary risks will be insured. In this specific case, GFS acts as an agent and cannot be considered as an insurer under any circumstances. The terms and conditions of the insurance policy are deemed to be known and accepted by the Customer, who shall bear the cost thereof.

ARTICLE 8 - STATUTE OF LIMITATIONS

Regardless of the nature of the service provided by GFS, liability claims against GFS are subject to a limitation period of one year from the date of delivery or, in the absence of delivery, from the date of notification of the tax assessment.

ARTICLE 9 - CANCELLATION AND INVALIDITY

Should any of the stipulations of the present terms and conditions be declared null and void or deemed unwritten, all other stipulations shall remain applicable.

ARTICLE 10 - DATA PROTECTION COMPLIANCE CLAUSE

The Parties undertake to comply with international data protection regulations. The Parties undertake to take all necessary measures to ensure that the collection and processing of personal data complies with the applicable texts.

ARTICLE 11 - COMPLIANCE, SANCTIONS AND ANTI-CORRUPTION CLAUSE

The Parties shall comply with regulations relating to competition, financial transparency and the prevention of conflicts of interest and corruption.

11.1. The Parties undertake, both for themselves and for their agents, to comply with all internal procedures, laws, regulations and applicable international and local standards relating to the fight against corruption and money laundering.

11.2. The Parties undertake, on the one hand, to inform each other without delay of any matter which may come to their attention which could give rise to their liability under this article and, on the other hand, to provide any assistance required to respond to a request from a duly authorized authority relating to the fight against corruption.

11.3. Any failure by the Customer to comply with the stipulations of the present article shall be considered a serious breach authorizing GFS to terminate their relationship without notice or compensation of any kind.

11.4. The Customer expressly declares that he is not subject to any national, European or international sanctions.

ARTICLE 12 - TERMINATION

12.1. Termination by agreement. The collaboration may be terminated by the Customer subject to prior notice which takes into account the length of time the collaboration has been in existence, the volumes delivered and the resources used by GFS to carry out the service, and may in no case be less than three months. During this notice period, the Parties undertake to maintain the economy of the contract.

12.2. Termination by operation of law. Termination shall be automatic and without notice in the following cases : any delay in payment of services, any failure by either Party to meet its obligations, partial or total assignment or transfer of rights and obligations to third parties.

ARTICLE 13 - APPLICABLE LAW

Cameroonian law is applicable to all operations entrusted to GFS.

ARTICLE 14 - SETTLEMENT OF DISPUTES

14.1. Prior mediation. Prior to any litigation, in particular in the event of breach of contract, the Parties are encouraged to attempt to resolve their differences amicably by referral to a mediator, at the initiative of the most diligent Party. Mediation costs will be borne equally by each of the Parties.

14.2 Jurisdiction clause. In the event of litigation or dispute, only the courts of Douala shall have jurisdiction.