GTC – Hevile

GENERAL BUSINESS CONDITIONS (“GTC”)

HEVILE INTERNATIONAL LOGISTICS AND CONSULTANCY LTDA

“HEVILE”

CNPJ: 02.255.486/0001-34

CLAUSE 1: INITIAL CONSIDERATIONS

1.1. All services provided are based exclusively on the provisions of this instrument in the absence of a written contract with the CONTRACTING party, except in cases where there is express and written proof that this company has accepted conditions different from those set out herein.

1.2. Verbal explanations from our employees, subcontractors or any other representative on our behalf will only form a contract if they have been expressly written and authorized by the company’s management.

1.3. The terms and conditions of this instrument will also be immediately effective for ongoing business from the moment the CONTRACTORS are informed of our services.

1.4. If any individual clause becomes null or void or ceases to be effective as a result of a court order, the remaining clauses will remain valid and applicable.

1.5. In addition to the provisions below, our services are also governed subsidiarily by the rules of the associations of which we are a member, as well as by the FIATA Model Rules, International Conventions, such as the Haya-Visby and Warsaw Conventions, and normative resolutions of Brazilian regulatory bodies, and the interpretation of the most current version must always be considered.

CLAUSE 2: GLOSSARY

a) Bill of Lading : a document that sets forth the terms of a contract between a shipper and a shipping company that moves freight between specified ports for a specified fee. It is usually prepared by the shipper on forms issued by the carrier, serving as a document of title, a contract of carriage, and a receipt for the goods. Also, in the form used in this instrument, it includes conventional Bills of Lading, as well as electronic and express invoices, Airway Bill of Lading (AWB) and all similar documents, regardless of the mode of transportation used.
b) Transportation : the operation of taking a load from one place to another.
c) Transporter : person or company that effectively transports goods using its fleet of vehicles (Shipowner, Airline, Road/Rail/Pipeline Transporter).
d) Non Vessel Operating Common Carrier : person or company that provides services related to transportation, jointly or separately, consolidation, storage, handling, packaging or distribution of goods, as well as auxiliary services, and is subject to the carrier’s liability as a result of an express or implied commitment to assume such liability, as a result of the issuance of the bill of lading.
e) Vehicle : vessel, truck, aircraft or other means designated to transport the goods.
f) Freight Agent : person or company that provides business intermediation services related to the transportation, consolidation, storage, handling, packaging or distribution of goods, as well as auxiliary services and obtaining insurance for the goods and collection.
g) Customs Broker: person or company that provides customs clearance and/or consultancy services, including, but not limited to, customs and tax matters, declaring goods for official purposes or obtaining payment or documents related to goods.
h) Fees : all expenses and pecuniary obligations paid by the CONTRACTOR, including, but not limited to, freight, dead freight, demurrage, detention , THC (Captaincy) etc.
i) Container : equipment used to transport goods, not to be confused with packaging or wrapping used as packaging for goods.
j) Cargo : any merchandise, including live animals, not to be confused with containers, pallets or similar transport or packaging equipment.
k) Contractor: any person who has rights or obligations under a service contract concluded with this company.
l) Contractor: name used to represent the company HEVILE LOGISTICA E CONSULTORIA INTERNACIONAL LTDA throughout this document.
m) Special Drawing Rights (SDR) : an international reserve asset, created by the IMF in 1969 to supplement the official reserves of its member countries, its value being based on a basket of five currencies – US dollar, euro, Chinese renminbi, Japanese yen and British pound sterling.

CLAUSE 3: PROVISION OF SERVICE AND COMMERCIAL PROPOSAL

3.1. For the purposes and effects of this instrument, the CONTRACTOR is a provider of logistics services, freight forwarding, customs clearance, intermediation in the contracting of cargo insurance and related activities for the CONTRACTING PARTY, which include, but are not limited to, the intermediation and forwarding of air, sea and land cargo, through the contracting of third parties. The CONTRACTOR does not guarantee the delivery of goods within specific deadlines, as they depend on contracted third parties and factors related to unforeseen events and force majeure, in order to always work for the best progress of the operation, in the interest of the CONTRACTING PARTY.

3.2. The services provided by the CONTRACTOR to the CONTRACTED PARTY will be restricted to the specifications set out in the commercial proposal, a document that will contain all the values and conditions to be observed and in the event of their absence, the rules present in this instrument will be those in force for the provision of any service by the CONTRACTED PARTY, in their most up-to-date version, except in cases of shorter rates/terms than those described in this document.

3.3. The expansion of services or any other modification to the conditions agreed upon by the Parties, with the exception of their cancellation prior to acceptance by the CONTRACTING PARTY, will only be permitted upon express acceptance by both Parties and will imply a revision of the price upwards or downwards, upon mutual agreement.

3.4. Likewise, in the exercise of its activities, the CONTRACTOR may enter into the merchant system fees and surcharges that have not been stated in the bill of lading or in the negotiation with the CONTRACTOR, especially when it is necessary to adapt to the amounts charged by the carrier.

3.5. Furthermore, it is emphasized that any changes related to deadlines and conditions arising, directly or indirectly, from airlines, shipping companies or third parties related to transportation, will be the exclusive responsibility of these, for which the CONTRACTOR is hereby exempt from any liability.

3.6. THE CONTRACTING PARTY is aware that the CONTRACTOR may subcontract certain operations, and that such decisions are the exclusive responsibility of the CONTRACTOR, and that any liability for subcontracted services will be the responsibility of the person who performed them, unless otherwise provided.

3.7. THE CONTRACTOR is aware that proposals that include a freetime period for the use and enjoyment of containers may have such period changed without prior notice, without any attribution of responsibility to the CONTRACTOR.

CLAUSE 4: GENERAL OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES

4.1. THE CONTRACTOR, without prejudice to any other obligations defined in private instruments or provided for by law, is aware that it must:

a) Provide all information about the goods to be transported under its responsibility, being solely responsible for responding to any charges arising from inaccurate declarations/descriptions/information, including customs fines and operational costs for correcting such data and, including, for covering any compensation to the CONTRACTOR resulting from the above.
b) Ensure that all goods are packaged, stuffed and packed appropriately to withstand the risks inherent in transportation, in accordance with legislation, as well as follow all laws, regulations and requirements of the authorities involved/consenting to the operation, and that it will pay all taxes, fees, fines, expenses and losses incurred or suffered due to any illegality, incorrectness or insufficiency of information, marking, numbering, addressing or any other elements relating to the goods and the operation, except in cases where this service is contracted with the CONTRACTOR.
c) THE CONTRACTING PARTY is aware that any damage resulting from faults in the packaging, stuffing and conditioning of the transported goods, which generates any type of damage to the means of transport used, people, things and the environment, will be immediately assumed and reimbursed by the CONTRACTING PARTY to the carrier, or even assumed before the CONTRACTED PARTY, depending on the type of contract, in regressive ways or directly, judicially or extrajudicially.
d) The CONTRACTOR is also aware that cargo of a perishable nature or that requires any type of special treatment during transportation will be subject to the availability of third party providers of such services and/or suppliers of products, and that the CONTRACTOR will not be liable for inappropriate conduct (negligence, imprudence or incompetence) by such subcontracted third parties. Such services will only be provided upon request and subsequent express acceptance by the CONTRACTOR.
e) THE CONTRACTOR may sign terms and other instruments on behalf of the CONTRACTING PARTY, especially those that deal with the CONTRACTING PARTY’s responsibilities within the operation, but the CONTRACTING PARTY assumes that it is solely responsible for any emerging damages covered by these documents.
f) Ensure that all goods that are or may become dangerous, flammable, harmful or that are or may become liable to damage any property or anyone whatsoever, will be offered to the carrier for transportation, after prior express written consent of the CONTRACTOR or the carrier.
g) For dangerous goods that are delivered for transportation without written authorization, without being correctly marked to indicate the nature and character of such articles or that may put at risk other goods being transported, the carrier or the CONTRACTOR may, at any time, proceed with the destruction, elimination, abandonment or render them harmless, without compensation to the CONTRACTOR and without prejudice to what is due to the carrier or the CONTRACTOR.
h) Be responsible for fines arising from any corrections/changes requested for the Bill of Lading, Cargo Manifest or similar document, with the CONTRACTOR being aware that the carrier or the CONTRACTED PARTY may request that the CONTRACTOR provide a letter of compensation and/or payment or/and a financial guarantee, such as a deposit, for the execution of any corrections/changes.
i) Be responsible for the payment of detention and demurrage, as well as storage fees, not limited to the following cases: (i) Failure to present containers for shipment within the free period granted by the Terminal; (ii) In cases where the Terminal does not grant a free period: dangerous cargo or special goods/containers; (iii) When there is a need to transfer cargo; and (iv) In cases where the transfer exceeds the free period, in which case the Terminal may charge for the full period, disregarding the free time , from the removal of the empty container until the actual shipment of the goods.
j) Be responsible for contracting Cargo Insurance with a DDR clause to guarantee full compensation in case of loss or damage. Being aware that the contracting of Cargo Insurance is independent of the services provided by the CONTRACTOR and that this insurance policy contracting product will only be included in the commercial proposal if requested by the CONTRACTOR and in this case the CONTRACTOR will act as an intermediary between the specialized broker or insurer, and will not be responsible for the costs involved in contracting the respective insurance.
k) If the CONTRACTING PARTY chooses to purchase insurance through the modality that the CONTRACTED PARTY has available, that is, in the EFT modality (stipulation in favor of third parties), the CONTRACTING PARTY is already aware that any damage resulting from recourse that the CONTRACTED PARTY suffers may be attributed to the CONTRACTING PARTY.
l) Defend, indemnify and hold harmless the carrier and the CONTRACTOR against any loss, damage, claim, liability or expense of any nature arising from any breach, whether of the Bill of Lading (or other transport document), this instrument or any other agreed between the Parties, as well as in the event of non-compliance with any legal obligation, or any cause related to the products for which the carrier and the CONTRACTOR are not responsible.

4.2. THE CONTRACTOR, without prejudice to any other obligations defined in private instruments or provided for by law, undertakes to:

a) Be duly qualified and registered with the competent bodies, including the licenses and permits necessary for its regular and legal operation; and comply with all legal standards established for the exercise of its activities, being exclusively responsible for compliance with this condition by third parties subcontracted by it.
b) Perform the services contracted by the CONTRACTOR, in all their phases and stages until their respective conclusion, strictly in accordance with legal standards and the conditions and specifications agreed with the CONTRACTOR.
c) In cases of emergency, including in the event of failure of services subcontracted by the CONTRACTOR that may compromise the proper performance of the contracted services, the CONTRACTOR shall take the necessary preventive and/or corrective measures to ensure the integrity of the cargo owned by the CONTRACTING PARTY, with the purpose of fulfilling, in the best possible way, its contractual obligations, without the need for prior consent from the CONTRACTING PARTY regarding the emergency verified.
d) The CONTRACTOR is responsible for informing if the cargo to be transported is IMO (dangerous cargo), and is also aware that any lack of information or inaccurate information, in this sense, will leave the CONTRACTOR free to decide the best treatment after the start of operation, with the CONTRACTOR possibly being burdened with the increased costs resulting from the failure to provide prior information.

4.3. In the event of total or partial non-fulfillment of any of the above contractual or legal obligations, the injured Party shall be entitled to notify the defaulting Party in writing to comply with the obligation or remedy the failure within 10 (ten) days from receipt of the notification, under penalty of the injured Party being entitled to consider any existing relationship terminated, as well as to claim compensation for the losses suffered.

4.3.1. The sanction provided above shall be applied in addition to the measures available at law or in equity for the breach of this instrument.

4.4. In addition to the rights and duties set out above, the CONTRACTOR guarantees the CONTRACTED PARTY that:

a) Any compensation to be paid by the CONTRACTOR in case of damage or loss of goods shall be a maximum of 02 (two) Special Drawing Rights (SDR) per kilo of goods transported by water and land, and 17 (seventeen) SDRs by air, always limited to 50,000 (fifty thousand) SDRs per occurrence, in accordance with FIATA rules. This rule must be strictly observed so that the interest of the cargo is properly insured throughout the execution of the contracted services. For this reason, the CONTRACTOR must clarify any doubts in this regard before the start of the execution of the services provided by the CONTRACTOR.
b) THE CONTRACTOR is not responsible for any changes in prices and conditions of carriage applied by third parties, such as airlines, shipping companies, or related to the TAG (General Increase Rate), STA (High Season Surcharge), SRG (War Risk Surcharge) or any other additional charges that may be required by third parties. THE CONTRACTOR undertakes to inform and forward to the CONTRACTOR any change that occurs in such conditions or prices, as soon as possible. These provisions are also applicable to demurrage and detention , whose rates may be changed without prior notice.
c) The CONTRACTING PARTY is solely responsible for indicating which INCOTERMS (International Trade Terms) will be used for the contracted transport, therefore, any costs and/or expenses arising from the misinterpretation of the rights and duties of the chosen INCOTERMS will be the sole responsibility of the CONTRACTING PARTY, except in cases where this type of consultancy was also contracted with the CONTRACTED PARTY.
d) In the case of air transport, the CONTRACTOR shall not be responsible for obtaining special storage treatment (TC4 or any other that may replace it), and shall only be responsible for requesting it from the airline when requested by the CONTRACTOR, but shall not be responsible for its implementation.
e) In case of cancellation of the transport contract after the closing of the reservation ( Booking ), even before the Clean Fixture , the CONTRACTOR will be responsible for the full payment of freight and local fees.
f) It will provide the necessary guarantee for the use of containers and enjoyment of free time after their unloading at the port of destination , provided that it has been agreed between the Parties, as well as in the case of changes in the cargo or unloading manifest, or corrections/alterations in the CE Mercante. Considering that requests for changes and/or corrections of data before the Federal Revenue Service may imply in customs penalties (pecuniary fines and administrative penalties).
g) It also undertakes to pay, on behalf of the CONTRACTOR, any fines that may be levied against it, as well as to reimburse the carrier for any fines also levied against it due to the same taxable event. In the case of fines, payment must be made at the time of the tax assessment, proven by the infraction report issued against the CONTRACTOR and/or the carrier.
h) In the case of operations with live cargo (animals), the CONTRACTOR informs that it is fully aware of the applicable legislation, as well as that all applicable procedural instrumentation depends solely on instructions to be provided by the CONTRACTOR, without which it will not be possible to give the correct treatment to the cargo.

CLAUSE 5: APPLICABILITY

5.1. This instrument applies to all service contracts carried out directly by the CONTRACTOR and acts as complementary standards to all private documents relating to the contracted operations and services.

CLAUSE 6: ROAD TRANSPORTATION

6.1. The CONTRACTOR declares to be aware that the CONTRACTOR does not have in its scope of services the product of international or national road freight transport on a separate basis, this type of service being only provided as an annex/complementary to the international freight transport service (e.g.: Air, sea, etc.) and that the CONTRACTOR will act as a mere intermediary agent, being only responsible for arranging the services of third parties, always in the best interest of the CONTRACTOR.

6.2. The contracting of the road transport service will always be subject to the formal acceptance of the CONTRACTOR and the contracting of Cargo Insurance with DDR Clause (Waiver of Right of Recourse) by the CONTRACTOR, to guarantee full compensation in case of losses and/or damages, and it cannot be assumed that this service and/or product will be provided as a complement to other transport modalities at no cost to the CONTRACTOR.

6.3. When this service is provided, the CONTRACTOR will ensure the adequate professional qualification of the subcontracted personnel involved in the cargo handling and transportation operations and will require that all drivers are trained, registered and qualified to transport the product in transit.

6.3.1. In the event of loss or damage to goods, at any time and under any circumstances, the maximum compensation to be paid by the CONTRACTOR shall be 02 (two) Special Drawing Rights (SDR) per kilogram of gross weight transported, in accordance with art. 14, sole paragraph of Law 11,442/2007 (Road Cargo Transportation) and the FIATA model rules.

6.4. Likewise, it will maintain an updated emergency response plan and/or transport accidents, in order to communicate as soon as possible to the CONTRACTOR about any abnormality that occurs during the provision of the service.

6.5. In cases where complementary or ancillary road transport services are provided, the CONTRACTOR must:

a) Provide Emergency Data Sheets for your products, transport envelopes and symbols, in accordance with current regulations, if necessary;
b) Provide correct and precise information about the loads, their nature and provide the required care, as well as their adequate packaging and packing (unloading, seals, bells, etc.), when these are not contracted with the CONTRACTOR.
c) Provide instructions on the contents of the emergency equipment set in case of breakdowns or leaks.
d) Receive at its headquarters, waste and damaged products, as well as their packaging, in the event of damage and accidents, if any.
e) Provide the necessary information for scheduling trucks and shipping products;
f) Guide the CONTRACTOR regarding the correct handling and stowage of products.

6.6. The prices to be paid to the CONTRACTOR by the CONTRACTING PARTY and the form of payment are established together with the contracting of the contracted international transport service and invoiced in accordance with the terms agreed upon when closing the commercial proposal and in their absence must be paid until the completion of the land transport section.

CLAUSE 7: AIR TRANSPORTATION

7.1. The CONTRACTOR declares to be aware that the contracting of international or national air cargo transportation agency products will be subject to the acceptance of the respective commercial proposal and in its absence the general rules specified in this document and the CONTRACTOR will act as a mere intermediary agent, being solely responsible for arranging the services of third parties, always in the best interest of the CONTRACTOR.

7.2. Without prejudice to other obligations assumed herein by the Parties, especially those that will be described in the Proposals, the CONTRACTOR undertakes to:

a) Make payment of the agreed price, in the manner, term and conditions established in the respective commercial proposals or, in their absence, in accordance with the rules set forth in this instrument;
b) Provide the information and data necessary for the execution of the contracted transport, being responsible for damages that are directly and exclusively resulting from false information and/or resulting from failure to comply with its obligation to provide information and declare the cargo, also being obliged to pay any additional fees, expenses and/or penalties that may be applicable, in addition to the provisions set forth in the caput of this clause;
c) Guide the CONTRACTOR on its internal rules and procedures that are necessary to know in order to properly execute the contracted transport;
d) Request the CONTRACTOR, up to 48 hours before the arrival of the cargo at the destination, special storage treatment (TC4 or another that replaces it), upon payment of fees and/or tariffs, if any; and
e) When necessary, ensure access by the CONTRACTOR’s technicians to the equipment, allowing vehicles to enter its facilities;
f) Notify the CONTRACTOR of any deviation in the technical quality of the services provided so that the necessary adjustments can be made.

7.3. In the event of loss or damage to goods, at any time and under any circumstances, the maximum compensation to be paid by the CONTRACTOR shall be 17 (seventeen) Special Drawing Rights (SDR) per kilogram of gross weight transported, always limited to 50,000 (fifty thousand) SDR per occurrence, in accordance with FIATA rules.

7.4. For payment purposes, the CONTRACTOR agrees, whenever there is no specific written commercial proposal to the contrary, to make payments for all costs and expenses arising from the provision of the service:

On import: Until the date of arrival of the cargo at the agreed destination; and
On export: Until the date of departure of the cargo (gate-in) for transport;

7.4.1. For billing purposes for cases covered by these clauses, the last amount informed to the CONTRACTOR before the service began will be considered valid for billing, provided that this has not been updated and confirmed after questioning or counter-proposal in an attempt to negotiate.

CLAUSE 8: SEA TRANSPORTATION

8.1. For the provision of maritime freight forwarding services, the CONTRACTOR will act as a mere intermediary agent, being solely responsible for brokering the services of third parties, always in the best interest of the CONTRACTOR, in accordance with Art. 37, Decree-Law number 37/66, or any regulation that may replace it.

8.1.1. All subcontracted services are subject to special conditions that may be required by the parties involved. Therefore, the contracted services may be cancelled, postponed or changed without prior notice.

8.1.2. The forced use of operational alternatives and standards to comply with obligations on the same requested routes or the forced use of different routes and standards may imply additional costs to be borne by the CONTRACTOR.

8.1.3. In the event of debts collected against the CONTRACTOR by the maritime carrier or other subcontractor, the CONTRACTOR shall have the right of recourse against the CONTRACTOR, who shall enter into the dispute and assume responsibility for the damages or expenses collected.

8.1.4. In the event of loss or damage to goods, at any time and under any circumstances, the maximum compensation to be paid by the CONTRACTOR shall be 02 (two) Special Drawing Rights (SDR) per kilogram of gross weight transported, always limited to 50,000 (fifty thousand) SDR per occurrence, in accordance with FIATA rules.

8.2. Without prejudice to other obligations assumed herein by the Parties, especially those that will be described in the Proposals, the CONTRACTOR undertakes to:

a) Arrange for the storage of the goods, at their own cost and risk, in the ports of origin and destination;
b) When loading, if necessary and requested by the CONTRACTOR or Carrier, make the cargo available at the side at the rate required by the shipowner, without preventing the ship from receiving it as quickly as possible, including outside business hours. In the event of failure to make the cargo available, the shipowner is exempt from the obligation to place it on board so as not to cause harm to other shippers and the ship may set sail at any time without prior notice. In such a case, the CONTRACTOR shall be responsible for paying dead freight, overtime for labor and other costs arising from this failure, including Detention, to be determined by the shipowner, per day or fraction thereof, for the waiting time;
c) Arrange for the crane to be hooked up to load or unload the loads ( hooking on/off ), if necessary;
d) Upon unloading, if necessary and requested by the CONTRACTOR or Carrier, provide vehicles or other means of receiving the goods at the rate required by the shipowner, without preventing the ship from unloading them as quickly as possible, including outside business hours. If the CONTRACTOR or its representative does not provide the necessary means for receiving the cargo at the ideal rate, it will be subject to Detention costs, to be determined by the shipowner, per day or fraction thereof, as well as overtime and other costs arising from this failure;
e) Provide all equipment necessary for loading and unloading your goods, including, but not limited to, spreader bars , lifting frames , slings and saddles . These must be duly certified for use in this operation, if necessary;
f) Inform any impossibility of stacking or specific handling of the cargo, otherwise it will be considered that the merchandise is fully stackable, that it can be stowed below or above other cargo on board, in addition to there being no restriction on handling with a forklift or stowage on deck ;
g) ensure that the packaging of your product is appropriate for the transport in question, as well as that it contains all the correct information (e.g. weight, lifting points and center of gravity), and will be held responsible if inaccuracies in this information cause any damage to personnel, the vessel or equipment.

8.3. THE CONTRACTOR is aware that the carrier has the freedom to:

a) transport the charterer’s cargo to the port of discharge by means of the originally appointed vessel or, where appropriate, by another vessel, or even another means of transport that allows the delivery of the goods to the port of destination, taking into account the cases of interruption of transport at a different location;
b) carry out transshipment, store the cargo on land or on a vessel, and then forward it to the port of discharge at its own cost, but the risk remains with the

8.4. For the purposes of complying with the amendment of the SOLAS (Safety of Life at Sea) committee of the International Maritime Organization, the CONTRACTOR must provide information about the VERIFIED GROSS WEIGHT (tare, cargo, dune weight, among others) for the shipment of goods.

8.4.1. The weighing information presented must comply with the rules set forth by the International Maritime Organization and the CONTRACTOR declares to be aware that failure to comply with the imposed requirement, within the deadlines established by the shipowners, may result in the non-shipment of the goods.

8.4.2. THE CONTRACTOR also declares to be aware that all expenses arising from the non-shipment of goods due to non-compliance with the VGM (VERIFIED GROSS WEIGHT) requirement will be his/her responsibility, including detention, demurrage , storage, repackaging, movement and all others related to the permanence of the goods in the terminal for shipment.

8.5. For the purposes of Demurrage , the CONTRACTOR grants the CONTRACTOR 5 (five) calendar days for Dry containers (standard, non-refrigerated cargo), Box and High Cube; 5 (five) calendar days for Flat Rack and Open Top and 2 (two) calendar days for refrigerated containers under the terms of the table set out in clause 8.5.3 below, for use of the containers free from demurrage, unless expressly agreed otherwise by the parties.

8.5.1. In order to enjoy the free period of Demurrage ( freetime ) and use the containers after unloading, however, the CONTRACTOR must comply with the administrative procedures of the CONTRACTED PARTY, delivering the Term of Responsibility and providing a deposit corresponding to the value of the containers used by it, in order to cover any damage to the equipment and expenses related thereto, such as demurrage, freight, fees, etc. The deposits provided may be used to pay off various debts (amortization), such as freight, Demurrage , compensation for damages and others that are in the name of the CONTRACTOR.

8.5.2. Free time begins as soon as the containers are unloaded at the port of unloading (date of unloading). After the free time, the CONTRACTOR will pay daily Demurrage (import) fees, according to the tariff table indicated below. This daily cost will be charged until the containers are returned to the carrier at the place indicated by the latter.

Container Dry Type / Size	Days Franchise (Free-time)	From the end of the free time (day following until the container is returned)
Dry (DV) 20′	5 consecutive days	U$$ 203.00 / day
Dry (DV) 40′	5 consecutive days	U$$ 392.00 / day
High Cube (HC) 20′	5 consecutive days	US$ 203.00 / day
High Cube (HC) 40′	5 consecutive days	U$$ 392.00 / day

Special Dry Container Type / Size	Days Franchise (Free-time)	From the end of the free time (day following until the container is returned)
Flat Rack (FR) 20′	5 consecutive days	U$$ 232.00
Flat Rack (FR) 40′	5 consecutive days	U$$ 630.00
Open Top (OT) 20′	5 consecutive days	U$$ 279.00
Open Top (OT) 40′	5 consecutive days	U$$ 540.00

Container Reefer Type / Size	Days Franchise (Free-time)	From the end of the free time (day following until the container is returned)
Reefer (RF) 20′	2 consecutive days	U$$ 432.00
Reefer (RF) 40′	2 consecutive days	U$$ 918.00
Non Operated Reefer (NOR) 20′	2 consecutive days	U$$ 279.00
Non Operated Reefer (NOR) 40′	2 consecutive days	U$$ 540.00

8.5.3. The table above represents the amounts due as demurrage, however, in the event of an increase in rates, the updated tables will be immediately applied. If there is an agreement to the contrary, this will prevail, provided that it is expressly and formally agreed by a legal representative of. In case of doubts, our offices should be contacted for additional information.

8.5.4. For payments that require conversion to the national currency (Real), the Central Bank’s exchange rate (PTAX) will be used, with an additional 8% (eight percent).

8.5.5. In cases of contracting transportation of IMO cargo (dangerous cargo), the demurrage amounts in the table above will always be subject to the following changes, but not limited to: (i) nature and dangerousness of the cargo, (ii) cargo unit used, (iii) transportation route. In the event of a lack of specific negotiation for demurrage rates for units that accommodate cargo of this nature, the rate of USD 918.00 will be applied starting from the second day of unloading, on calendar days, regardless of freetime. Furthermore, if the dangerousness of the cargo is not informed, any services and costs will be performed without prior approval by the shipper, as stipulated in art. 745 of the Brazilian Civil Code.

8.5.6. Containers must be returned undamaged and ready to be used immediately for transportation. If containers are lost or misplaced, or if they are declared a total loss, or if they are not returned in proper condition, daily demurrage will be charged until full compensation for the containers is paid, which will be in accordance with the amount informed by the carrier plus 5% (five percent) for administration costs. Furthermore, the CONTRACTOR must pay the per diem charged by the maritime carrier if the containers have been leased .

8.5.7. The counting of the free period and the incidence of the daily rate table begin on the date of unloading of the containers. The CONTRACTOR is aware that depending on the number of free days agreed, the first day in Demurrage may be calculated by the second phase of incidence of the demurrage table, and this is because the period of use without expenses is longer. The CONTRACTOR is also aware that any free period exceeding the terms mentioned in this clause is granted as a bonus for payment on the due date of the invoices, and that in case of delay such benefit may be cancelled, resulting in the cancellation of the invoices already issued and the re-billing based on the non-bonused terms.

8.6. Likewise, for the purposes of Detention (export demurrage), the CONTRACTOR grants the CONTRACTOR 5 (five) calendar days for Dry containers (standard, non-refrigerated cargo), Box, High Cube, 5 (five) calendar days for Flat Rack and Open Top containers and 2 (two) calendar days for refrigerated containers, for use of the containers free from the incidence of Detention , unless expressly agreed otherwise by the parties.

8.6.1. In order to enjoy the period free from detention and use of containers in the period prior to the shipment of goods, however, the CONTRACTOR must comply with the CONTRACTED PARTY’s administrative procedures, providing a deposit corresponding to the value of the containers used by it. The deposits provided may be used to pay off various debts, such as freight, demurrage, detention, compensation for damages and others that are in the CONTRACTOR’s name.

8.6.2. Free time begins when containers are removed from the warehouse/container terminal ( Depot ). After free time, the CONTRACTOR will pay daily Detention fees , according to the tariff table indicated below. This daily cost will be charged until the containers are delivered to the Port facilities ( gate in ) for transportation and the cargo is ready to be immediately loaded. Failure to comply with the punctuality criterion ( free time) , depending on the rules established by each carrier, may result in the daily cost being charged until the containers are loaded onto the carrier vessel.

Container Dry Type / Size	Days Franchise (Free-time)	From the end of the free time (day following until the container is delivered)
Dry (DV) 20′	5 consecutive days	U$$ 203.00 / day
Dry (DV) 40′	5 consecutive days	U$$ 392.00 / day
High Cube (HC) 20′	5 consecutive days	U$$ 203.00 / day
High Cube (HC) 40′	5 consecutive days	U$$ 392.00 / day

Special Dry Container Type / Size	Days Franchise (Free-time)	From the end of the free time (day following until the container is delivered)
Flat Rack (FR) 20′	5 consecutive days	U$$ 232.00
Flat Rack (FR) 40′	5 consecutive days	U$$ 630.00
Open Top (OT) 20′	5 consecutive days	U$$ 279.00
Open Top (OT) 40′	5 consecutive days	U$$ 540.00

Container Reefer Type / Size	Days Franchise (Free-time)	From the end of the free time (day following until the container is delivered)
Reefer (RF) 20′	2 consecutive days	U$$ 432.00
Reefer (RF) 40′	2 consecutive days	U$$ 918.00
Non Operated Reefer (NOR) 20′	2 consecutive days	U$$ 279.00
Non Operated Reefer (NOR) 40′	2 consecutive days	U$$ 540.00

8.6.3. The table above represents the amounts due under Detention , however, in the event of an increase in rates, the updated tables will be immediately applied. If there is an agreement to the contrary regarding the free period and/or rate, this will prevail, provided that it is expressly and formally confirmed by the CONTRACTOR’s legal representative. In case of doubts, our offices should be contacted for additional information.

8.6.4. If the CONTRACTOR does not deliver the designated cargo within the period established by the carrier (“window”), the carrier will also be responsible for paying the “ no show ” and/or “late arrival ” fee, depending on the case and in accordance with the rules established in each indicated Terminal.

8.6.5. If the goods are designated for shipment on another vessel, due to not being released, due to possible delays on the part of the vessel that will transport the cargo (force majeure) or for any other reason attributable to the CONTRACTOR, the free time period will be cancelled and the daily demurrage will be counted from the removal of the empty container until the actual shipment of the goods on the next available vessel or, in the event of withdrawal or cancellation of the shipment, until the date on which the containers are returned to the carrier at the location indicated by the latter.

8.6.6. In the event that the containers are used in a different booking order, the free time will not be restarted and the count will always be considered from the departure from the Depot to the CONTRACTOR. The containers must be returned undamaged, ready to be immediately used for transport.

8.6.7. If containers are lost or misplaced, or if they are declared a total loss, or if they are not returned in proper conditions, the daily demurrage will be charged until full compensation is paid, which will be in accordance with the amount informed by the carrier plus 5% (five percent) for administration costs, in accordance with international standards applicable to such equipment. Furthermore, the CONTRACTOR must pay the per diem charged by the maritime carrier if the containers have been leased.

8.6.8. The counting of the free period and the incidence of the daily rate table, at boarding, start from the date of collection of the empty container at the agreed location. The CONTRACTOR is aware that depending on the number of free days agreed, the first day in Detention may be calculated by the second phase of incidence of the Demurrage Table, and this is because the period of use without expenses is longer. The CONTRACTOR is also aware that any free period exceeding the terms mentioned in this clause is granted as a bonus for payment on the due date of the invoices, and that in case of delay, such benefit may be cancelled, resulting in the cancellation of the invoices already issued and the re-billing based on the non-bonused terms.

8.6.9. Charges related to early delivery of a cargo unit at the port terminal, i.e., before the shipping window, will be the responsibility of the CONTRACTOR based on the Carrier’s tariff table in force, at the same cost levels as

8.7. For payment purposes, the CONTRACTOR agrees, whenever there is no specific written commercial proposal to the contrary, to make payments for all costs and expenses arising from the provision of the service:

III. On import: Until the date of arrival of the cargo at the agreed destination; and

On export: Until the date of departure of the cargo for transport;

8.7.1. For billing purposes for cases covered by these clauses, the last amount informed to the CONTRACTOR before the service began will be considered valid for billing, provided that this has not been questioned or counter-proposed in an attempt to negotiate.

CLAUSE 9: CUSTOMS CLEARANCE

9.1. For the provision of customs clearance services, the scope of the CONTRACTOR’s activities will be restricted to the specifications set out in the commercial proposal, a document that will contain all the values and conditions to be observed and, in their absence, the rules set out in this instrument for the provision of the service, liability and invoicing.

9.1.1. The expansion of services or any other modification to the conditions agreed upon by the Parties, with the exception of their cancellation prior to acceptance by the CONTRACTING PARTY, will only be permitted upon express acceptance by both Parties and will imply a revision of the price upwards or downwards, upon mutual agreement.

9.2. It shall be the responsibility of the CONTRACTOR to provide complete, accurate and timely information regarding the identification of the importer/exporter, origin, classification of goods (NCM), description of goods, quantity/volume, net/gross weight and value to be declared to the CONTRACTED PARTY so that the latter, in the performance of its customs clearance/dispatch activities, passes on the correct information to the Federal Revenue systems.

9.3. The CONTRACTOR establishes, for the purposes of limiting liability, that any damages arising from the execution of the highlighted services, provided that they are duly proven and caused by the exclusive fault of the CONTRACTOR, will be limited to taxes, customs or fiscal fines, observing the limit of the value of the service provided per event when there is a commercial proposal and, whenever there is no proposal, the equivalent of one national minimum wage per event. Losses related to delays in the provision of services, if the direct and exclusive liability of the CONTRACTOR is proven, the limit relating to the value of the remuneration for the respective service that resulted in the delay is established.

9.4. For payment purposes, the CONTRACTOR agrees that whenever there is no specific written commercial proposal to the contrary, it will pay the CONTRACTOR at the rate of 1 (one) national minimum wage, per import declaration (DI), always up to the act of clearance of the goods and delivery thereof to the

CLAUSE 10: CUSTOMS CONSULTANCY

10.1. The customs consultancy service is only provided by the CONTRACTOR upon demand and according to the specifications set out in the commercial proposal and accepted by the CONTRACTOR, a document that will contain all the values and conditions to be observed, and may include the following services:

a) Advice on tariff classification of goods in the NCM, and their specific taxation according to the Common External Tariff – TEC;
b) Information on Brazilian federal or state foreign trade legislation and Brazilian exchange rate policy;
c) Information on administrative treatment for goods and import and export operations;
d) Advice on the classification of goods in other nomenclatures based on the Harmonized System of Classification of Goods (HS), as well as others used by international organizations and entities involved in foreign trade;
e) Information on standards in force in other countries or issued by international organizations related to foreign trade;
f) Tax studies.

10.2. No service performed by the CONTRACTOR may be understood as a consultancy service if this contract is not formalized in writing.

CLAUSE 11: CARGO STORAGE

11.1. The CONTRACTOR declares to be aware that the CONTRACTOR is not a customs terminal or has direct cargo storage services and that the CONTRACTOR will only act as a mere intermediary, when requested by the CONTRACTOR, being solely responsible for assisting the client in contracting the chosen cargo terminal, always in the best interest of the CONTRACTOR.

11.1.1. Whenever the intermediation of the contracting of the cargo storage service is requested, the CONTRACTOR is solely responsible for observing and analyzing all commercial conditions directly with the terminal for its contracting (Ex.: public table, free deadlines, values of cargo handling services, scanner fees, among others), as well as any payment related to the contracting of cargo storage, must be paid directly to the terminal chosen by the CONTRACTOR.

11.1.2. Even if the CONTRACTING PARTY makes use of the table negotiated between the customs terminal and the CONTRACTED PARTY, the CONTRACTING PARTY will only be an intermediary and will not be responsible, under any circumstances, for any service of this nature.

CLAUSE 12: CARGO INSURANCE

12.1. THE CONTRACTOR declares to be aware that the CONTRACTED PARTY is not an insurance broker or the insurer itself, therefore, in the event of contracting insurance under the intermediation of the CONTRACTED PARTY, the latter will only act as a mere intermediary, not being responsible for the payment of compensation or any cost/expense arising from the contracting of this insurance on the transported goods.

12.1.1. Under the terms of the sole paragraph of article 436 of the Civil Code, it is stipulated between the parties that the CONTRACTOR will be subject exclusively to the conditions, mainly rules on payment of deductible, obligations and compensation limits provided by the policy of the contracted insurer, which may be consulted upon request to the CONTRACTOR’s sales team.

12.1.2. In the event of use of the CONTRACTOR’s insurance policy, the CONTRACTING PARTY assumes responsibility for not holding the CONTRACTOR liable, including any return by the insurer, which will be the sole responsibility of the CONTRACTING PARTY.

CLAUSE 13: GENERAL BILLING RULES

13.1. Payment of freight and other amounts due to the CONTRACTOR are subject to the presentation of the documentation required for the conclusion of the usual exchange transactions, as determined by the government authorities involved in the transaction.

13.2. In the case of an International Transport Contract, all expenses related thereto must be paid in full in US dollars or the currency specified in the commercial proposal, converted to the national currency on the date of actual payment.

13.3. The CONTRACTOR shall also be responsible for:

13.3.1. Properly disinfect/deodorize/clean the container(s) before returning them to the carrier;

13.3.2. Use best practices for packaging goods, complying with the specific rules required for each one, in order to mitigate any risk of infection/odorization/corrosion and/or spillage of fluid(s) that may cause damage or make immediate reuse impossible;

13.3.3. Compensate the carrier or the person indicated by the carrier for all losses suffered as a result of such events, in particular for non-compliance with the clauses established above.

13.4. Any debts arising from the CONTRACTOR’s transportation and/or service provision contract, not paid on the date of invoicing, will be subject to administrative charges of 5% (five percent) on the full value of the service, plus interest of 1% (one percent) per month, until the date of actual payment.

13.4.1. In the case of debts that need to be collected through third parties, in an Extrajudicial or Judicial procedure, an additional 10% (ten percent) will be due to these third parties as fees, especially lawyers.

13.4.2. Outstanding titles may be protested and registered with credit protection agencies, regardless of prior notification, given that they will automatically become arrears after the titles mature. Within the same period, the CONTRACTOR shall have the right to immediately suspend the provision of services to the CONTRACTOR, as well as suspend or refuse any other orders placed by the CONTRACTOR and, further, cancel any special freetime and tariff conditions.

13.4.3. The amounts provided for in this agreement may be demanded through enforcement proceedings, with the contracting parties hereby acknowledging that the aforementioned amounts may be determined through simple arithmetic calculation, with this instrument constituting an extrajudicial enforcement title, pursuant to article 784, III, of the Code of Civil Procedure.

13.5. In cases of payment of freight, dead freight, operational costs, expenses/costs, penalties and/or fines, it should be noted that:

a) Freight, whether already paid or not, shall be considered fully due upon loading of the material and shall not be refunded under any circumstances. Unless otherwise agreed, freight or any other charge governed by this contract shall be paid by the CONTRACTOR when requested by the shipowner and/or person designated by him. Any interest charged for late payment shall be passed on in full to the CONTRACTOR.
b) THE CONTRACTOR shall be responsible for all costs and expenses for fumigation, packing, separation of loose cargo and weighing on board, repairs, change of packaging, and any extra handling of the cargo.
c) The CONTRACTOR shall be liable for any costs, expenses, losses and penalties resulting from unfumigated, contaminated or infested dunnage timber supplied by the same, including transportation costs to another port, if necessary.
d) THE CONTRACTOR will be responsible for paying any fee or tax levied on the cargo, calculated according to its quantity.
e) The Carrier/Shipowner and the CONTRACTOR have the right to retain the cargo ( lien ) as a form of guarantee in the event of any pending issues (freight, dead freight, Detention , Demurrage , etc.).

13.6. For payments that require conversion to the national currency (Real), the Central Bank’s exchange rate (PTAX) will be used, at the opening of the payment day, plus a 5% (five percent) surcharge.

13.7. The place of payment for all and any legal purposes is the city of Recife/PE.

CLAUSE 14: FORMAL NOTIFICATION

14.1. In the event of any loss or damage presumed to have occurred during the period of execution of the services brokered by the CONTRACTOR, the CONTRACTOR must present formal notification, in writing, at the time of delivery of the goods.

14.2. In the event of loss or damage that is not apparent, notification must be made within 10 (ten) calendar days after delivery, under penalty of forfeiture of the right to complain, in accordance with applicable legislation.

14.3. If notification is not made within the legal period, delivery will be prima facie proof of payment and delivery in good order by the carrier and completion of the services of the CONTRACTOR. In any case, the CONTRACTOR will be exempt from any liability of any nature if the process is not opened within 1 (one) year after the unloading of the goods or the date on which the goods should have been unloaded.

14.4. In its capacity as Freight Forwarder or Cargo Agent, the CONTRACTOR shall be liable up to the limit of obligations assumed as a brokerage service agent and in accordance with the agreed compensation limits, as provided for in this instrument.

14.5. THE CONTRACTOR shall not be liable for any losses or damages caused by circumstances beyond its control, such as, but not limited to, delays in cargo release, customs inspections, strikes, blockades, acts of God or force majeure.

14.6. In the event of damage to cargo, or other losses, such as misplacement, delays, etc., the CONTRACTOR must seek compensation directly from the actual carrier, exempting the CONTRACTED PARTY from any liability, under penalty of being liable in return for the damages caused to the CONTRACTED PARTY.

14.7. The CONTRACTOR is solely responsible for any complaint, claim, fine, compensation, costs or any other payment (including legal costs and attorney’s fees) that may arise or occur due to breach or failure to fulfill the obligations assumed before the carrier and the CONTRACTOR.

CLAUSE 15: ABANDONMENT OF GOODS AND DEUNITIZATION

15.1. If the CONTRACTOR does not collect its goods by the end of the free time period , if it shows complete disinterest in informing the CONTRACTED PARTY about the continuation of the import/export operation, regardless of deadlines, or if the CONTRACTED PARTY is subject to legal or administrative proceedings that may, even potentially, delay the return of the containers, the CONTRACTED PARTY shall have the right to request the deunitization of the goods (unloading) and the return of the containers immediately, on behalf of the CONTRACTED PARTY, judicially or extrajudicially, in order to retake possession of the units.

15.2. The expenses arising therefrom shall always be the responsibility of the CONTRACTOR, especially with regard to storage, handling, warehousing, weighing, transportation, legal fees, notary costs related to legal proceedings and others necessary for the reinstatement of the containers to the maritime carrier’s fleet, without prejudice to the collection of demurrage and /or other current tariffs, which shall be applied until the date on which there is confirmation that the containers have been effectively returned and received by the maritime carrier. This instrument, together with the Bills of Lading, any private contracts and communication between the parties, shall be recognized as a power of attorney for the purposes of this clause.

CLAUSE 16: APPLICABLE LEGISLATION AND JURISDICTION

16.1. These General Conditions and the services provided by the CONTRACTOR are governed by and construed in accordance with the laws of Brazil. In the event of any dispute between the CONTRACTOR and the CONTRACTING PARTY of its services, the parties hereby elect the District of Santos/SP as the forum of election to resolve any disputes between the parties regarding the obligations agreed herein, waiving any other, however privileged it may be.

CLAUSE 17: FINAL PROVISIONS

17.1. The declared nullity of any of the agreed clauses or conditions will not cause the entire nullity of this instrument, which will remain valid and applicable in all its other terms and conditions.

17.2. Any eventual acceptance by the CONTRACTOR of non-compliance or different compliance with any clause or condition shall be interpreted as mere tolerance, and may not be interpreted as waiver, novation or forgiveness, and it is possible that full compliance with the obligation may be required at any time.

Recife, February 17, 2023.

HEVILE LOGISTICS AND INTERNATIONAL CONSULTANCY LTDA.