Terms and Conditions

Note: Our General Terms and Conditions are delivered as PDF files. You need Adobe Reader to read these files, and you can download it here.

The Explect B.V. General Terms and Conditions, supplemented by the Dutch Forwarding Conditions (Nederlandse Expeditievoorwaarden), including arbitration clause, apply to all our services, insofar as not otherwise provided. Any other terms and conditions are excluded. In regard of any transportation, we shall only act as freight forwarder and not as carrier, unless expressly agreed otherwise in writing. The Dutch Warehousing Conditions (Nederlandse Opslagvoorwaarden), including arbitration clause, applies to all elements of agreements relating storage. The latest version of all above-mentioned conditions shall apply. Dutch law applies. The applicable terms and conditions have been provided to you before or upon entering the agreement and will be sent to you free of charge upon request. You can also read and download them below:

1. The latest version of the Dutch Forwarding Conditions (Nederlandse Expeditievoorwaarden), including the arbitration clause, apply to all work and services performed by Explect B.V. group companies and affiliates (hereinafter individually and jointly referred to as “Explect), insofar as not provided otherwise below. Any other terms and conditions are excluded.
2. Explect acts as freight forwarder (not as carrier or any other capacity) and, unless expressly agreed otherwise in writing.
3. The latest version of the Dutch Warehousing Conditions (Nederlandse Opslagvoorwaarden), including the arbitration clause, applies to all elements of agreements relating to storage.
4. Notwithstanding the arbitration clauses in the aforementioned Conditions, undisputed monetary claims shall be submitted to the competent court in Rotterdam. Dutch law applies.
5. The applicable terms and conditions have been provided to you before or upon entering the agreement and will be sent to you free of charge upon request. You can also read and download them via https://www.explect.com/terms-and-conditions/
6. Every Explect entity is entitled to sub-contract services in whole or in part to an affiliated Explect entity. In such a case, the activities of the affiliated Explect entity are carried out on behalf of the original Explect entity that concluded the contract. All Explect group companies and affiliates have accepted the Explect General Terms and Conditions and Dutch Forwarding Conditions as third party beneficiary provisions in their favour (“derdenbeding”).
7. The original Explect entity that concludes an agreement will remain the contract party, even if another Explect entity directly invoices the client for the work concerned. In such a case, the original Explect will be joint a creditor for these invoices for the full amount, together with the Explect entity issuing the invoice, regardless of which Explect entity has the goods in custody.
8. By giving an order to Explect, the principal agrees to the applicability of the Explect General Terms and Conditions.
9. Advances fee: 2% on moneys to be advanced for excise and import duties, VAT, or ocean and air freight charges, xplect reserves the right to set the payment condition on direct. This means that the delivery or pick up will not take place before the invoice or invoices that apply to a shipment have to are paid. unless specifically agreed otherwise in writing.
10. Waiting hours and or/ waiting time at a container terminal: waiting hours for FTL / FCL: 2 hours free for loading, 2 hours free for unloading. Groupage shipments: pro-rata. Other waiting time at a container terminal is 1 hour free. Upon exceeding free time, € 65,00 per hour or part thereof will be charged, up to a maximum of 12 hours per day.
11. Dead freight: for cancelled shipments Explect reserves the right to charge 90% of the original freight costs.
12. In the event of discrepancies or ambiguity between the original Dutch version of these Terms and Conditions and this translation, the Dutch text shall prevail.

STANDARD CONDITIONS / JURISDICTION AND LAW CLAUSE


The contract evidenced by or contained in this Bill of Lading is governed by the law of the country in which this Bill of Lading is issued. Any claim or dispute arising hereunder or in connection herewith shall be determined by the courts in the country in which this Bill of Lading is issued, and no other court.

1. Definitions
‘Carrier’ means the Company stated on the front of this Bill of Lading as being the Carrier and on whose behalf this Bill of Lading has been signed. Carrier is an NVOCC.
‘Merchant’ includes the shipper, the consignee, the receiver of the goods, the holder of this Bill of Lading, any person owning or entitled to the possession of the goods or this Bill of Lading, any person having a present or future interest in the goods or any person acting on behalf of any of the above mentioned persons.
‘Container’ includes any container, trailer, transportable tank, lift van, flat, pallet or any similar article of transport used to consolidate goods.
‘Package’ means any preparation for transportation whether or not that preparation conceals the goods. ‘Combined Transport’ arises where the Carriage called for by this Bill of Lading is not Port to Port.
‘Port to Port Shipment’ arises where the Place of Receipt and the Place of Delivery are not indicated on the front of this Bill of Lading or if both the Place of Receipt and the Place of Delivery indicated are ports and the Bill of Lading does not in the nomination of the Place of Receipt or the Place of Delivery on the front hereof specify any place or spot within the area of the port so nominated.
‘Shipping Unit’ includes (customary) freight unit and the term ‘unit’ as used in the Hague Rules or where the Visby Amendments apply compulsorily, in the Hague Visby Rules.
An endorsement on this Bill of Lading that the goods are ‘On Board’ shall mean, that the goods are loaded on board the ocean vessel named in this Bill of Lading, or loaded on board rail cars, trucks, lorries, feeder ships, barges or other means of transportation and are in the custody of an Inland or ocean Carrier for Through Transportation in accordance with the terms of this Bill of Lading.

2. Issuance of the Bill of Lading
By the issuance of this Bill of Lading the Carrier
a) undertakes to perform and/or in its own name to procure the performance of the entire transport, from the place at which the goods are taken in charge to the place designated for delivery in this Bill of Lading.
b) assumes liability as set out in these conditions.

3. Carrier’s Tariff
The provisions of the Carrier’s applicable Tariff, if any, are incorporated herein. Copies of such provisions are obtainable from the Carrier or its agents upon request or, where applicable, from a government body with whom the Tariff has been filed. In the case of inconsistency between this Bill of Lading and the applicable Tariff, this Bill of Lading shall prevail.

4. Negotiability and Title to the Goods

4.1 This Bill of Lading shall be non negotiable unless made out ‘to order’ in which event it shall be negotiable and shall constitute title to the goods and the holder shall be entitled to receive or to transfer the goods herein described.

4.2 This Bill of Lading shall be prima facie evidence of the taking in charge by the Carrier of the goods as herein described. However, proof to the contrary shall not be admissible when this Bill of Lading has been negotiated or transferred for valuable consideration to a third party acting in good faith.

5. Warranty
The Merchant warrants that in agreeing to the terms hereof it is or has the authority of the person owning or entitled to the possession of the goods and this Bill of Lading.

6. Sub Contracting

6.1 In addition to the liberties given to the Carrier under the other clauses hereof it is agreed that the Carrier shall be entitled to sub contract on any terms the whole or any part of the carriage, loading, unloading, storing, warehousing, handling and any and all duties whatsoever undertaken by the Carrier in relation to the goods.

6.2 The expression sub contractor in this clause shall include direct and indirect sub contractors, including stevedores and their respective servants and agents.

6.3 Himalaya Clause: For the purposes and subject to the provisions of this Bill of Lading, the Carrier shall be responsible for the acts and omissions of any person of whose services it makes use for the performance of the contract evidenced by this Bill of Lading. The Merchant undertakes that no claim or allegation shall be made against any person or vessel whatsoever, other than the Carrier. If any claim or allegation should nevertheless be made against any person or vessel other than the Carrier, the Merchant agrees to indemnify and hold harmless the Carrier against all consequences thereof. Without prejudice to the foregoing, all defenses and limitations of the Carrier shall be available to all persons of whose services the Carrier makes use for the performance of this contract. Such persons shall include, but shall not be limited to, the Carrier’s servants or agents, independent contractors, including stevedores, terminal operators, carpenters, lashers, container repairmen, and all other persons of whose services the Carrier makes use to perform this contract. In entering into this Contract, the Carrier, to the extent of these provisions, does so not only on its own behalf, but also as agent or trustee for such persons and vessels and such persons and vessels shall to this extent be or be deemed to be parties of this Contract.

7. Methods and Routes of Transportation
The Carrier reserves to itself a reasonable liberty as to the means, routes and procedures to be followed in the handling, storage and transportation of goods. Whether expressly arranged beforehand or otherwise, the Carrier shall be at liberty to have the goods carried to the port of destination by the mentioned vessel or another.

8. Description of Goods and Merchant’s Packing

8.1 The Merchant shall be deemed to have guaranteed to the Carrier the accuracy, at the time the goods were taken in charge by the Carrier, of the description of the goods, marks, numbers, quantity and weight as furnished by it and the Merchant shall indemnify the Carrier against all loss, damage and expenses arising or resulting from inaccuracies in or inadequacy of such particulars.

8.2 The Merchant shall be liable for any loss, damage or injury caused by faulty or insufficient packing of goods or by faulty loading or packing within containers when such loading or packing has been performed by the Merchant or on behalf of the Merchant or by the defect or unsuitability of the containers, when supplied by the Merchant, and shall indemnify the Carrier against any additional expenses so caused.

9. Dangerous Goods

9.1 The Merchant shall comply with rules which are mandatory according to the national law or by reason of international Convention, relating to the carriage of goods of a dangerous nature, and shall in any case inform the Carrier in writing of the exact nature of the danger, before goods of a dangerous nature are taken in charge by the Carrier and indicate, if need be, the precautions to be taken.
9.2 If the Merchant fails to provide such information and the Carrier is unaware of the dangerous nature of the goods and the necessary precautions to be taken and if, at any time, they are deemed to be a hazard to life or property, they may at any place be unloaded, destroyed or rendered harmless, as circumstances may require, without compensation, and the Merchant shall be liable for all loss, damage, delay or expenses arising out of their being taken in charge, or their carriage, or of any service incidental thereto. The burden of proving the Carrier knew the exact nature of the danger constituted by the carriage of the said goods shall rest upon the person entitled to the goods.
9.3 If any goods shipped with the knowledge of the Carrier as to their dangerous nature shall become a danger to the vehicle or cargo, they may in like manner be unloaded or landed at any place or destroyed or rendered innocuous by the Carrier, without liability on the part of the Carrier, except to General Average, if any.

10. Inspection of Goods
The Carrier or any person authorized by the Carrier shall be entitled, but under no obligation, to open any container or package at any time and to inspect the goods.

11. Regulations Relating to Goods
The Merchant shall comply with all regulations or requirements of Customs, port and other authorities, and shall bear and pay all duties, taxes, fines, imposts, expenses or losses incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient marking, numbering or addressing of the goods and indemnify the Carrier in respect thereof.

12. Paramount Clause
The Hague Rules contained in the International Convention for the Unification of Certain Rules relating to Bills of Lading, dated Brussels, 25th August 1924, or in those countries where they are already in force the Hague Visby Rules contained in the Protocol of Brussels, dated February 23rd, 1968, as enacted in the Country of Shipment, shall apply to all carriage of goods by sea and where no mandatory international or national law applies, to the carriage of goods by inland waterways also and such provisions shall apply to all goods whether carried on deck or under deck.
In the case of sea transport where the contract evidenced by this Bill of Lading is subject to the Carriage of Goods by Sea Act of the United States (COGSA), approved April 16th, 1936 (if the port of loading or the port of discharge is in the United States), or to the Water Carriage of Goods Act of Canada (COGWA), approved August 1st, 1936 (if the port of loading or the port of discharge is in Canada), then the provisions stated in these Acts shall govern. If and to the extent that the provisions of the Harter Act of the United States of America 1893 would otherwise be compulsorily applicable to regulate the Carrier’s responsibility for the goods during any period prior to loading on or after discharge from the vessel, the Carrier’s responsibility shall instead be determined by the provisions of 13 and 14 below, but if such provisions are found to be invalid such responsibility shall be subject to COGSA.

13. Carrier’s Liability

13.1 Port to Port Shipment
The responsibility of the Carrier is limited to that part of the carriage which commences when cargo is delivered into the custody of the Carrier and ends when the Carrier delivers the cargo from the custody and control of the Carrier to another party and the Carrier shall not be liable for any loss or damage whatsoever in respect of the goods or for any other matter arising during any other part of the carriage even though charges for the whole carriage have been charged by the Carrier.

13.2 Combined Transport
Save as otherwise provided in this Bill of Lading, the Carrier shall be liable for loss of or damage to the goods occurring between the time it takes the goods into its charge and the time of delivery of the goods from its charge. In addition to all other defenses contained in this Bill of Lading, the law incorporated into this Bill of Lading, and the law governing this Bill of Lading, the Carrier shall be relieved of liability for any loss or damage caused by:
a) an act or omission of the Merchant or person other than the Carrier acting on behalf of the Merchant or from whom the Carrier took the goods in charge;
b) insufficiency or defective conditions of the packing or marks and/or numbers;
c) handling, loading, stowage or unloading of the goods by the Merchant or any person acting on behalf of the Merchant;
d) inherent vice of the goods;
e) strike, lockout, stoppage or restraint of labour;
f) a nuclear incident if the operator of a nuclear installation or a person acting for it is liable for this damage under an applicable international Convention or national law governing liability in respect of nuclear energy;
g) any cause or event which the Carrier could not avoid or the consequences whereof it could not prevent by the exercise of reasonable diligence.
When the Carrier establishes that, in the circumstances of the case, the loss or damage could be attributed to one or more of the causes or events specified in b) to d) above, it shall be presumed that it was so caused. The claimant shall, however, be entitled to prove that the loss or damage was not, in fact, caused wholly or partly by one or more of these causes or events.

14. Amount of Compensation

14.1 When the Carrier is liable for compensation in respect of loss of or damage to the goods, such compensation shall be calculated by reference to the value of such goods at the place and time they are delivered to the Consignee in accordance with the contract or should have been so delivered.
The value of the goods shall be fixed according to the current commodity exchange price, or if there shall be no commodity exchange price or current market price, by reference to the normal value of goods of the same kind and quality.

14.2
A) Where the stage of Carriage where the loss or damage occurred can be proved, the liability of the Carrier shall be determined by the provisions contained in any international convention or national law of the country which provisions
a) cannot be departed from by private contract to the detriment of the Merchant, and
b) would have applied if the Merchant had made a separate and direct contract with the Carrier in respect of the particular stage of carriage where the loss or damage occurred and had received as evidence thereof any particular document which must be issued in order to make such international convention or national law applicable.
With respect to the transportation in the United States of America or in Canada to the Port of Loading or from the Port of Discharge, the responsibility of the Carrier shall be to procure transportation by carriers (one or more) and such transportation shall be subject to the inland carrier’s contracts of carriage and tariffs and any law compulsorily applicable as well as subject to any liability limitations contained in said inland carrier’s contracts. The Carrier guarantees the fulfillment of such inland carriers’ obligations under their contracts and tariffs and the terms and conditions contained in these contracts and tariffs shall be incorporated into this Bill of Lading. If there is no such international convention or national legislation applicable to the stage of carriage, the liability of the carrier shall be determined in accordance with the provisions of Clause 14.2 B) below.
B) Where the stage of Carriage where the loss or damage occurred cannot be proved, compensation shall not, however, exceed US$ 2.00 per kilo of gross weight of the goods lost or damaged provided that the Hague Rules or the Hague Visby Rules or any legislation applying such Rules (such as COGSA or COGWA) is not compulsorily applicable.
C) Where neither 14.2 A) nor 14.2 B) above apply, any liability of the carrier shall be determined in accordance with Clause 14.2 B).

14.3 If the Merchant, with the consent of the Carrier, has declared a higher value for the goods and such higher value has been stated in the Bill of Lading, such higher value shall be the limit.
However, the Carrier shall not, in any case, be liable for an amount greater than the actual loss to the person entitled to make the claim.

14.4 Where the Hague Rules, the Hague Visby Rules or any legislation making such Rules compulsorily applicable (such as COGSA or COGWA) to this Bill of Lading apply, the Carrier shall not, unless a declared value has been noted in accordance with sub clause 14.2, be or become liable for any loss or damage to or in connection with the goods in an amount per package or shipping unit in excess of the package or shipping unit limitation as laid down by such Rules or legislation. Such limitation amount, according to COGSA is US$ 500. per package or shipping unit and according to COGWA is Can$ 500. per package or shipping unit. If no limitation amount is applicable under such Rules or legislation, the limitation shall be US$ 500. .
Where a container is used to consolidate goods and such container is stuffed by the Carrier, the number of packages or shipping units stated on the face of this Bill of Lading in the box provided shall be deemed the number of packages or shipping units for the purpose of any limit of liability per package or shipping unit provided in any international Convention or national law relating to the carriage of goods by sea. Except as aforesaid the container shall be considered the package or shipping unit.

15. Delay, Consequential Loss, etc.
Arrival times are not guaranteed by the Carrier. The Carrier shall in no circumstances be liable for direct, indirect or consequential loss or damage caused by delay or any other cause, whatsoever and howsoever caused. Without prejudice to the foregoing, if the Carrier is found liable for delay, liability shall be limited to double the freight applicable to the relevant stage of the transport, or the value of the goods as determined in clause 14, whichever is least.

16. Notice of Loss or Damage
The Carrier shall be deemed prima facie to have delivered the goods as described in the Bill of Lading unless notice of loss of or damage to the goods, indicating the general nature of such loss or damage, shall have been given in writing to the Carrier or to its representative at the place of delivery before or at the time of removal of the goods into the custody of the person entitled to delivery thereof under this Bill of Lading or, if the loss or damage is not apparent, within three consecutive days thereafter.

17. Delivery
If the delivery of the goods or any part thereof is not taken by the Merchant, at the time and place when and where the Carrier is entitled to call upon the Merchant to take delivery thereof, the Carrier shall be entitled to store the goods or the part hereof at the sole risk of the Merchant, whereupon the liability of the Carrier in respect of the goods or that part thereof stored as aforesaid (as the case may be) shall wholly cease and the cost of such storage (if paid or payable by the Carrier or any agent or sub contractor of the Carrier) shall forthwith upon demand be paid by the Merchant to the Carrier.

18. Non Delivery
Failure to effect delivery within 90 days after the expiry of a time limit agreed and expressed in this Bill of Lading or, where no time limit is agreed and so expressed, failure to effect delivery within 90 days after the time it would be reasonable to allow for diligent completion of the transport operation shall, in the absence of evidence to the contrary, give to the party entitled to receive delivery the right to treat the goods as lost.

19. Failure to notify
No claim shall under any circumstances whatever attach to the Carrier for failure to notify the Consignee or others concerned of the arrival of the goods.

20. Hindrances etc. Affecting Performance

20.1 The Carrier shall use reasonable endeavours to complete the transport and to deliver the goods at the place designated for delivery.

20.2 If at any time the performance of the contract as evidenced by this Bill of Lading is or will be affected by any hindrance, risk, delay, difficulty or disadvantage of whatsoever kind, and if by virtue of sub clause 20.1 or cause, the liability for which the Carrier is excused by this Bill of Lading, law, regulation or custom, the Carrier (whether or not the transport is commenced) may elect to
a) treat the performance of this contract as terminated and place the goods at the Merchant’s disposal at any place which the Carrier shall deem safe and convenient; or
b) deliver the goods at the place designated for delivery.
In any event the Carrier shall be entitled to full freight for goods received for transportation and additional compensation for extra costs resulting from the circumstances referred to above.

21. Freight and Charges

21.1 Freight shall be deemed earned on receipt of the goods by the Carrier and shall be paid in any event ship lost or not lost.

21.2 The Merchant’s attention is drawn to the stipulations concerning currency in which the freight and charges are to be paid, rate of exchange, devaluation and other contingencies relative to freight and charges in the relevant tariff conditions. If no such stipulation as to devaluation exists or is applicable the following clause shall apply: If the currency in which freight and charges are quoted is devalued between the date of the freight agreement and the date when the freight and charges are paid, then all freight and charges shall be automatically and immediately changed in proportion to the extent of the devaluation or revaluation of the said currency.

21.3 For the purpose of verifying the freight basis, the Carrier reserves the right to have the contents of containers inspected in order to ascertain the weight, measurement, value, or nature of the goods. If on such inspection it is found that the declaration is not correct, it is agreed that a sum equal either to five times the difference between the correct freight and the freight charged or double the correct freight less the freight charged, whichever sum is the smaller, shall be payable as liquidated damages to the Carrier notwithstanding any other sum having been stated on this Bill of Lading as the freight payable.

21.4 All dues, taxes and charges levied on the goods and other expenses in connection therewith shall be paid by the Merchant.

21.5 The Merchant shall reimburse the Carrier in proportion to the amount of freight for any costs for deviation or delay or any other increase of costs of whatever nature caused by war, warlike operations, epidemics, strikes, government directions or force majeure.

22. Lien
The Carrier shall have a general lien on any and all property (and documents relating thereto) of the Merchant, in its possession, custody or control or en route, for all claims for charges, expenses or advances incurred by the Carrier in connection with any shipments of the Merchant and if such claim remains unsatisfied for thirty (30) days after demand for its payment is made, the Carrier may sell at public auction or private sale, upon ten (10) days written notice, register mail to the Merchant, the goods, wares and/or merchandise or so much necessary to satisfy such lien, and apply the net proceeds of such sale to the payment of the amount due the Carrier. Any surplus from such sale shall be transmitted to the Merchant, and the Merchant shall be liable for any deficiency in the sales.
23. General Average

23.1 The Carrier may declare General Average which shall be adjustable according to the York/Antwerp Rules of 1974 any place at the option of the Carrier and the Amended Jason Clause as approved by BIMCO is to be considered incorporated herein and the Merchant shall provide such security as may be required by the Carrier in this connection.

23.2 Notwithstanding sub clause 23.1 above, the Merchant shall defend, indemnify and hold harmless the Carrier respect of any claim (and any expense arising therefrom) of General Average nature which may be made on the Carrier and shall provide such security as may be required by the Carrier in this connection.

23.3 The Carrier shall be under no obligation to take any steps whatsoever to collect security for General Average contributions due to the Merchant.

24. Time Bar
In any event the Carrier shall be discharged of all liability under this Bill of Lading unless suit is brought within one year after the delivery of the goods or the date when the goods should have been delivered.

25. Variation of the Contract
No servant or agent of the Carrier shall have power to waive or vary any term of this Bill of Lading unless such waiver or variation is in writing and is specifically authorized or ratified in writing by the Carrier.

26. Partial Invalidity
If any provision in this Bill of Lading is held to be invalid or unenforceable such invalidity or unenforceability shall attach only to such provision. The validity of the remaining provisions shall not be affected thereby and this Bill of Lading contract shall be carried out as if such invalid or unenforceable provision were not contained herein.

CONDITIONS OF CONTRACT
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In this contract and the Notices appearing hereon:
CARRIER includes the air carrier issuing this air waybill and all carriers that carry or undertake to carry the cargo or perform any other services related to such carriage.
SPECIAL DRAWING RIGHT (SDR) is a Special Drawing Right as defined by the International Monetary Fund.
WARSAW CONVENTION means whichever of the following instruments is applicable to the contract of carriage:
the Convention for the Unification of Certain Rules Relating to International Carriage by Air, signed at Warsaw, 12 October 1929;
that Convention as amended at The Hague on 28 September 1955;
that Convention as amended at The Hague 1955 and by Montreal Protocol No. 1, 2, or 4 (1975) as the case may be.
MONTREAL CONVENTION means the Convention for the Unification of Certain Rules for International Carriage by Air, done at Montreal on 28 May 1999.
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2.1 Carriage is subject to the rules relating to liability established by the Warsaw Convention or the Montreal Convention unless such carriage is not “international carriage” as defined by the applicable Conventions.
2.2 To the extent not in conflict with the foregoing, carriage and other related services performed by each Carrier are subject to:
2.2.1 applicable laws and government regulations;
2.2.2 provisions contained in the air waybill, Carrier’s conditions of carriage and related rules, regulations, and timetables (but not the times of departure and arrival stated therein) and applicable tariffs of such Carrier, which are made part hereof, and which may be inspected at any airports or other cargo sales offices from which it operates regular services. When carriage is to/from the USA, the shipper and the consignee are entitled, upon request, to receive a free copy of the Carrier’s conditions of carriage. The Carrier’s conditions of carriage include, but are not limited to:
2.2.2.1 limits on the Carrier’s liability for loss, damage or delay of goods, including fragile or perishable goods;
2.2.2.2 claims restrictions, including time periods within which shippers or consignees must file a claim or bring an action against the Carrier for its acts or omissions, or those of its agents;
2.2.2.3 rights, if any, of the Carrier to change the terms of the contract;
2.2.2.4 rules about Carrier’s right to refuse to carry;
2.2.2.5 rights of the Carrier and limitations concerning delay or failure to perform service, including schedule changes, substitution of alternate Carrier or aircraft and rerouting.
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The agreed stopping places (which may be altered by Carrier in case of necessity) are those places, except the place of departure and place of destination, set forth on the face hereof or shown in Carrier’s timetables as scheduled stopping places for the route. Carriage to be performed hereunder by several successive Carriers is regarded as a single operation.
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For carriage to which the Montreal Convention does not appy, Carrier’s liability limitation for cargo lost, damaged or delayed shall be 19 SDRs per kilogram unless a greater per kilogram monetary limit is provided in any applicable Convention or in Carrier’s tariffs or general conditions of carriage.
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5.1 Except when the Carrier has extended credit to the consignee without the written consent of the shipper, the shipper guarantees payment of all charges for the carriage due in accordance with Carrier’s tariff, conditions of carriage and related regulations, applicable laws (including national laws implementing the Warsaw Convention and the Montreal Convention), government regulations, orders and requirements.
5.2 When no part of the consignment is delivered, a claim with respect to such consignment will be considered even though transportation charges thereon are unpaid.
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6.1 For cargo accepted for carriage, the Warsaw Convention and the Montreal Convention permit shipper to increase the limitation of liability by declaring a higher value for carriage and paying a supplemental charge if required.
6.2 In carriage to which neither the Warsaw Convention nor the Montreal Convention applies Carrier shall, in accordance with the procedures set forth in its general conditions of carriage and applicable tariffs, permit shipper to increase the limitation of liability by declaring a higher value for carriage and paying a supplemental charge if so required.
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7.1In cases of loss of, damage or delay to part of the cargo, the weight to be taken into account in determining Carrier’s limit of liability shall be only the weight of the package or packages concerned.
7.2 Notwithstanding any other provisions, for “foreign air transportation” as defined by the U.S. Transportation Code:
7.2.1 in the case of loss of, damage or delay to a shipment, the weight to be used in determining Carrier’s limit of liability shall be the weight which is used to determine the charge for carriage of such shipment; and
7.2.2 in the case of loss of, damage or delay to a part of a shipment, the shipment weight in 7.2.1 shall be prorated to the packages covered by the same air waybill whose value is affected by the loss, damage or delay. The weight applicable in the case of loss or damage to one or more articles in a package shall be the weight of the entire package.
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Any exclusion or limitation of liability applicable to Carrier shall apply to Carrier’s agents, employees, and representatives and to any person whose aircraft or equipment is used by Carrier for carriage and such person’s agents, employees and representatives.
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Carrier undertakes to complete the carriage with reasonable dispatch. Where permitted by applicable laws, tariffs and government regulations, Carrier may use alternative carriers, aircraft or modes of transport without notice but with due regard to the interests of the shipper. Carrier is authorised by the shipper to select the routing and all intermediate stopping places that it deems appropriate or to change or deviate from the routing shown on the face hereof.
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Receipt by the person entitled to delivery of the cargo without complaint shall be prima facie evidence that the cargo has been delivered in good condition and in accordance with the contract of carriage.
10.1 In the case of loss of, damage or delay to cargo a written complaint must be made to Carrier by the person entitled to delivery. Such complaint must be made:
10.1.1 in the case of damage to the cargo, immediately after discovery of the damage and at the latest within 14 days from the date of receipt of the cargo;
10.1.2 in the case of delay, within 21 days from the date on which the cargo was placed at the disposal of the person entitled to delivery.
10.1.3 in the case of non-delivery of the cargo, within 120 days from the date of issue of the air waybill, or if an air waybill has not been issued, within 120 days from the date of receipt of the cargo for transportation by the Carrier.
10.2 Such complaint may be made to the Carrier whose air waybill was used, or to the first Carrier or to the last Carrier or to the Carrier, which performed the carriage during which the loss, damage or delay took place.
10.3 Unless a written complaint is made within the time limits specified in 10.1 no action may be brought against Carrier.
10.4 Any rights to damages against Carrier shall be extinguished unless an action is brought within two years from the date of arrival at the destination, or from the date on which the aircraft ought to have arrived, or from the date on which the carriage stopped.
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Shipper shall comply with all applicable laws and government regulations of any country to or from which the cargo may be carried, including those relating to the packing, carriage or delivery of the cargo, and shall furnish such information and attach such documents to the air waybill as may be necessary to comply with such laws and regulations. Carrier is not liable to shipper and shipper shall indemnify Carrier for loss or expense due to shipper’s failure to comply with this provision.
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No agent, employee or representative of Carrier has authority to alter, modify or waive any provisions of this contract.

© Copyright EXPLECT B.V., 2018
All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or
by any means without the written permission of EXPLECT B.V., The Netherlands.
DUTCH FORWARDING CONDITIONS
GENERAL CONDITIONS
OF
EXPLECT B.V. (Netherlands Association for Forwarding and Logistics)
deposited at the Registry of the District Courts at Amsterdam and Rotterdam on 1 May 2018
© Copyright EXPLECT B.V., 2018
All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or
by any means without the written permission of EXPLECT B.V., The Netherlands.
CONTENTS
Definitions ………………………………………………………………………………………………………………………3
Definitions………………………………………………………………………………………………………….3
Scope ……………………………………………………………………………………………………………………3
Scope ………………………………………………………………………………………………………………..3
Third Parties……………………………………………………………………………………………………….4
Conclusion of the Agreement………………………………………………………………………………….4
Conclusion of the Agreement ………………………………………………………………………………..4
Customs work……………………………………………………………………………………………………..4
Remunerations and other costs………………………………………………………………………………4
Remunerations……………………………………………………………………………………………………4
Insurance ………………………………………………………………………………………………………………5
Insurance……………………………………………………………………………………………………………5
Execution of the Agreement……………………………………………………………………………………6
Delivery date, method of delivery and route…………………………………………………………….6
Commencement of the Services …………………………………………………………………………….6
Goods Handling …………………………………………………………………………………………………..6
Liability………………………………………………………………………………………………………………….7
Liability………………………………………………………………………………………………………………7
Force majeure …………………………………………………………………………………………………….8
Refusal of carriers………………………………………………………………………………………………..8
Imperative law………………………………………………………………………………………………………..9
The Agreement to organise transportation of goods………………………………………………….9
Payment ………………………………………………………………………………………………………………..9
Payment conditions……………………………………………………………………………………………..9
Allocation of payments and judicial and extrajudicial costs……………………………………….10
Sureties……………………………………………………………………………………………………………10
Final provisions……………………………………………………………………………………………………11
Termination of the Agreement …………………………………………………………………………….11
Proceedings against Third Parties …………………………………………………………………………12
Prescription and limitation ………………………………………………………………………………….12
Choice of law…………………………………………………………………………………………………….13
Reference title…………………………………………………………………………………………………..13
Disputes………………………………………………………………………………………………………………13
Arbitration………………………………………………………………………………………………………..13
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All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or
by any means without the written permission of EXPLECT B.V., The Netherlands.
Definitions
Definitions
In these Conditions, the following terms shall have the following meanings:
1. Third party/parties: all of those persons, who are not employees, with whom the Freight
Forwarder has an undertaking on behalf of the Client, irrespective of whether the Freight
Forwarder has the undertaking in its own name or in the name of the Client;
2. Services: all activities and work, in any form and by whatever name, including those performed
by the Freight Forwarder for or on behalf of the Client;
3. Freight Forwarder: the natural or legal person who performs Services on behalf of the Client
and who uses these Conditions; this person is not exclusively understood to be the Freight
Forwarder referred to in Book 8 of the Dutch Civil Code;
4. Client: every natural or legal person who provides the Freight Forwarder with an order to
perform Services and concludes to that effect the Agreement, irrespective of the agreed
method of payment;
5. Agreement: the agreement entered into by the Freight Forwarder and Client in respect of the
Services to be performed by the Freight Forwarder, of which these Conditions form part;
6. Force majeure: all circumstances that the Freight Forwarder has reasonably been unable to
avoid and in respect of which the Freight Forwarder has reasonably been unable to prevent
the consequences.;
7. Conditions: these Dutch Forwarding Conditions.
8. Good/Goods: the goods to be made available or made available to the Freight Forwarder, its
agent or Third Parties by or on behalf of the Client, for the purpose of executing the
Agreement.
Scope
Scope
1. These Conditions govern all offers, agreements, legal acts and actual acts relating to Services
to be performed by the Freight Forwarder, insofar as these are not subject to imperative law.
These Conditions apply to the legal relationship between the parties, including once the
Agreement has ended.
2. Insofar as any provision in these Conditions is void or otherwise unenforceable, this does not
affect the validity of the other provisions in these Conditions. Furthermore, considered to be
applicable is such a stipulation (legally permissible) that is the closest to the purport of the void
or voided stipulation.
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Third Parties
The Client gives the Freight Forwarder free rein to engage the services of Third Parties to execute the
Agreement, and to accept the (general) terms and conditions of those Third Parties at the Client’s
expense and risk, unless agreed otherwise with the Client. At the Client’s request, the Freight
Forwarder is obliged to provide (a copy of) the (general) terms and conditions under which it has
entered into a contract with those Third Parties.
Conclusion of the Agreement
Conclusion of the Agreement
1. All offers made by the Freight Forwarder are non-binding.
2. Agreements, as well as amendments of and additions to these agreements, shall only become
effective if and insofar as the Freight Forwarder has confirmed these in writing or the Freight
Forwarder has started to perform the Services.
Customs work
Customs work
1. The provision of information to the Freight Forwarder, that is reasonably provided to enable
customs formalities to be carried out, shall imply an order, unless otherwise agreed in writing.
2. This order is accepted by the Freight Forwarder by means of an explicit written confirmation
or by the Freight Forwarder starting to carry out the customs formalities. The Freight
Forwarder is never obliged to accept an order to carry out customs formalities.
3. If the Freight Forwarder becomes familiar with information or conditions which would indicate
that the Client has not complied with article 9 paragraph 3 of these Conditions (has provided
incorrect and/or incomplete information and/or documents) and on the basis of which the
Freight Forwarder has not accepted the order to carry out customs formalities, the Freight
Forwarder is at all times entitled to end this order and not carry this out (any further), which
may or may not be set out in an additional agreement and/or authorisation, without any
obligation to pay damages.
Remunerations and other costs
Remunerations
1. All prices quoted shall be based on the prices that apply at the time of the offer (quotation). If
between the time of the offer and the time of execution of the Agreement, one or more of the
cost factors (including fees, wages, the cost of social measures and/or laws, freight prices and
exchange rates, etc.) increase, the Freight Forwarder is entitled to pass on this increase to the
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Client. The Freight Forwarder must be able to prove the changes.
2. If the Freight Forwarder charges all-in or fixed rates, these rates shall be deemed to include all
costs that, in the normal process of handling the order, are for the account of the Freight
Forwarder.
3. Unless provided otherwise, all-in or fixed rates shall not include at any rate: duties, taxes and
levies, consular and attestation fees, costs of preparing bank guarantees and insurance
premiums.
4. In the event of circumstances that are of such a nature that when concluding the Agreement
it was not deemed necessary to take into account the risk that they could occur, that cannot
be attributed to the Freight Forwarder and that significantly increase the costs of the Services
being performed, the Freight Forwarder is entitled to an additional payment. Where possible,
the Freight Forwarder shall consult in advance with the Client. In such a case, the additional
payment shall consist of the additional costs that the Freight Forwarder has had to incur in
order to perform the Services, plus an additional payment – deemed fair and equitable – for
the services to be performed by the Freight Forwarder.
5. Expenses of an exceptional nature and higher wages arising whenever Third Parties, by virtue
of any provision in the relevant agreements between the Freight Forwarder and Third Parties,
load or unload goods in the evening, at night, on Saturdays or on Sundays or public holidays in
the country where the Service is being carried out, shall not be included in the agreed prices,
unless specifically stated. Any such costs shall therefore be remunerated by the Client to the
Freight Forwarder.
6. Other than in cases of intent or deliberate recklessness on the part of the Freight Forwarder,
in the event of the loading and/or unloading time being inadequate, all costs resulting
therefrom, such as demurrage, waiting times, etc. shall be borne by the Client, even when the
Freight Forwarder has accepted the bill of lading and/or the charter party from which the
additional costs arise without protestation. The Freight Forwarder must make every effort to
avoid these costs.
Insurance
Insurance
1. Insurance of any kind shall only be arranged at the Client’s expense and risk following
acceptance by the Freight Forwarder of the Client’s explicit written order, in which the Client
clearly specifies the goods to be insured and the value to be insured. A mere statement of
the value or the interest is not enough.
2. The Freight Forwarder will take out the insurance (or arrange for this to be taken out) through
an insurer / insurance broker / insurance intermediary. The Freight Forwarder is neither
responsible nor liable for the solvency of the insurer / insurance broker / insurance
intermediary.
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3. When the Freight Forwarder uses equipment, such as derricks, cranes, fork-lift trucks and
other machines to perform the Services that do not form part of its usual equipment, the
Freight Forwarder shall be entitled to take out insurance at the Client’s expense to cover the
Freight Forwarder’s risks arising from the use of such equipment. Where possible, the Freight
Forwarder shall consult in advance with the Client about the use of such equipment. If no
timely prior consultation is possible, the Freight Forwarder will take the measures that seem
to it to be in the best interests of the Client and shall inform the Client of that.
Execution of the Agreement
Delivery date, method of delivery and route
1. The mere statement by the Client of a time for delivery shall not legally bind the Freight
Forwarder. Arrival times are not strict deadlines and are not guaranteed by the Freight
Forwarder, unless agreed otherwise in writing.
2. If the Client has not given any specific instructions about this with its order, the method of
delivery and route shall be at the Freight Forwarder’s discretion and the Freight Forwarder
may at all times accept the documents customarily used by the firms it contracts for the
purpose of carrying out its orders.
Commencement of the Services
1. The Client is obliged to deliver the Goods to the Freight Forwarder or a Third Party in suitable
packaging to the agreed location, at the agreed time and in the manner agreed.
2. In respect of the Goods, as well as in respect of the handling thereof, the Client is obliged to
supply the Freight Forwarder in good time with any details and documents that it knows or
ought to know, are of importance to the Freight Forwarder. If the Goods and/or activities are
subject to governmental provisions, including customs and excise regulations and tax rules,
the Client must provide all information and documents, in good time, that are required by
the Freight Forwarder in order to comply with those provisions.
3. The Client guarantees that the information and documents that it provides are correct and
complete and that all instructions and Goods that are made available comply with current
legislation. The Freight Forwarder shall not be obliged but shall be entitled to investigate
whether the information provided is correct and complete.
Goods Handling
1. All operations such as inspecting, sampling, taring, tallying, weighing, measuring, etc. and
receiving goods subject to appraisal by a court-appointed expert, shall take place only on the
Client’s specific instructions and upon remuneration of the costs thereof.
2 Notwithstanding the provisions in paragraph 1, the Freight Forwarder shall be entitled, but
not obliged, on its own authority and at the Client’s expense and risk, to take all such actions
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as it deems necessary in the Client’s interest. Where possible, the Freight Forwarder shall
consult in advance with the Client. If this is not possible, the Freight Forwarder shall take the
measures that seem to it to be in the best interests of the Client and shall inform the Client
of the measures taken and the associated costs, as soon as this is reasonably possible.
3. The Freight Forwarder is not an expert with respect to the Goods. The Freight Forwarder
shall therefore in no way be liable for any damage that arises from or that is related to any
notification by the Freight Forwarder with regard to the state, nature or quality of the Goods;
nor shall the Freight Forwarder be under any obligation to ensure that the shipped Goods
correspond with the samples.
Liability
Liability
1. All Services shall be at the Client’s expense and risk.
2. Without prejudice to the provisions in Article 17, the Freight Forwarder shall not be liable for
any damage whatsoever, unless the Client can prove that the damage has been caused by
fault or negligence on the part of the Freight Forwarder or the latter’s employees.
3. The Freight Forwarder’s liability shall in all cases be limited to 10,000 SDR per occurrence or
series of occurrences with one and the same cause of damage. Taking into account the
aforementioned limit, in the event of damage, loss of value or loss of the Goods in the
Agreement, the liability shall be limited to 4 SDR per kilogram of damaged or devalued Goods
or lost gross weight.
4. The loss to be indemnified by the Freight Forwarder shall never exceed the invoice value of
the Goods, to be proved by the Client, in default whereof the market value, to be proved by
the Client, at the time when the damage occurred, shall apply.
5. The Freight Forwarder shall never be liable for lost profit, consequential loss and immaterial
damage, however that occurred.
6. If during the execution of the Agreement damage occurs for which the Freight Forwarder is
not liable, taking into account the provisions in Article 19 of these Conditions, the Freight
Forwarder shall make efforts to recover the Client’s damage from the party that is liable for
the damage. The Freight Forwarder shall be entitled to charge to the Client the costs
incidental thereto. If so requested, the Freight Forwarder shall waive in the Client’s favour its
claims against Third Parties whose services it engaged for the purpose of executing the
Agreement.
7. The Client shall be liable vis-a-vis the Freight Forwarder for any damage – including but not
limited to material and immaterial damage, consequential damage, fines, interest, as well as
penalties and confiscation, including damage on account of non-clearance or tardy clearance
of customs documents and claims due to product liability and/or intellectual property rights
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– suffered directly or indirectly by the Freight Forwarder as a result of (amongst other things)
the non-compliance by the Client of any obligation pursuant to the Agreement or pursuant
to applicable national and/or international legislation, as a result of any incident that is within
the control of the Client, as well as a result of the fault or negligence in general of the Client
and/or its employees and/or Third Parties whose services the Client engages and/or Third
Parties that work on behalf of the Client.
8. The Client shall indemnify the Freight Forwarder at all times against third-party claims,
including employees of both the Freight Forwarder and the Client, connected with or ensuing
from the damage referred to in the previous paragraph.
9. Even where all-in or fixed rates, as the case may be, have been agreed, the Freight Forwarder
that is not a carrier but always a party that arranges transportation in accordance with title
2, section 3 of Book 8 of the Dutch Civil Code, shall be liable, whereby the liability is governed
by these Conditions.
10. If a claim is made against the Freight Forwarder by the Client outside of the Agreement in
respect of the damage that occurs during the execution of the Services, then the Freight
Forwarder’s liability shall be limited to the liability under the Agreement.
11. If to defend its liability for conduct of a Third Party or employee the Freight Forwarder derives
a defence from the Agreement vis-a-vis the Client, then if it is held liable by the Client under
this defence, a Third Party or employee can invoke this defence as if the Third Party or
employee were also party to the Agreement.
12. In the event a Freight Forwarder is held liable outside of the Agreement with regard to
damage to or loss of a Good or delay in delivery by someone who is not party to the
Agreement or a transport agreement entered into by or on behalf of the Freight Forwarder,
then the Freight Forwarder has no further liability than it would have under the Agreement.
Force majeure
1. In the event of Force Majeure, the Agreement shall remain in force; the Freight Forwarder’s
obligations shall, however, be suspended for the duration of the Force Majeure.
2. All additional costs caused by Force Majeure, such as transport and storage charges,
warehouse or yard rental, demurrage and standing fees, insurance, removal, etc., shall be
borne by the Client and shall be paid to the Freight Forwarder at the latter’s first request.
Refusal of carriers
1. If the carriers refuse to sign for quantity, weight, etc., the Freight Forwarder shall not be liable
for the consequences thereof.
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Imperative law
The Agreement to organise transportation of goods
1. These Conditions shall not affect articles 8:61 paragraph 1, 8:62 paragraphs 1 and 2 and 8:63
paragraphs 1,2 and 3 of the Dutch Civil Code.
Payment
Payment conditions
1. The Client shall pay to the Freight Forwarder the agreed remunerations and other costs,
freights, duties, etc. ensuing from the Agreement upon commencement of the Services,
unless agreed otherwise.
2. The risk of exchange rate fluctuations shall be borne by the Client.
3. The amounts referred to in paragraph 1 shall also be due if damage has occurred during the
execution of the Agreement.
4. If, in contravention of paragraph 1 of this article, the Freight Forwarder allows deferred
payment, the Freight Forwarder shall be entitled to make a credit limit charge.
5. In the event of termination or dissolution of the Agreement, all claims of the Freight
Forwarder – including future claims -shall be due and payable forthwith and in full. All claims
shall be due and payable forthwith and in full in any case, if:
– the bankruptcy of the Client is announced, the Client applies for suspension of payment
or otherwise loses the unrestricted disposition over a significant part of its assets;
– The Client offers a settlement to his creditors, is in default of fulfilling any financial
obligation owed to the Freight Forwarder, ceases to trade or – where the Client is a legal
entity or corporate body – if the legal entity or the corporate body is dissolved.
6. Upon first demand by the Freight Forwarder, the Client must provide security for the amount
owed or that shall be owed by the Client to the Freight Forwarder. This obligation remains if
the Client also has to provide or has provided security in relation to the amount owed.
7. The Freight Forwarder shall not be obliged, from its own means, to provide security for the
payment of freight, duties, levies, taxes and/or other costs should the same be demanded.
All the consequences of non-compliance or of failure to comply forthwith with a demand
from the Freight Forwarder to provide security shall be borne by the Client.
If the Freight Forwarder has provided security from of its own means, it may demand that
the Client immediately pays the amount for which security has been provided.
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Where possible, the Freight Forwarder shall consult in advance with the Client. If no timely
prior consultation is possible, the Freight Forwarder will take the measures that seem to it to
be in the best interests of the Client and shall inform the Client of that.
8. The Client shall at all times be obliged to indemnify the Freight Forwarder for any amounts
to be levied or additionally demanded by any authority in connection with the Agreement,
as well as any related fines imposed upon the Freight Forwarder.
The Client shall also reimburse the said amounts to the Freight Forwarder if a Third Party
brought in by the Freight Forwarder demands payment for the said amounts within the
framework of the Agreement.
9. The Client shall at all times indemnify the Freight Forwarder for any amounts, as well as for
all additional costs that may be claimed or additionally claimed from the Freight Forwarder
in connection with the order, as a result of incorrectly levied freight and costs.
10. It shall not be permissible for claims receivable to be set off against payment of
remunerations arising from the Agreement on any other account in respect of the Services
owed by the Client or of other costs chargeable against the Goods with claims of the Client
or suspension of the aforementioned claims by the Client.
Allocation of payments and judicial and extrajudicial costs
1. Cash payments shall be deemed in the first place to have been made on account of nonpreferential debts.
2. The Freight Forwarder shall be entitled to charge to the Client extrajudicial and judicial costs
for collection of the claim. The extrajudicial collection costs are owed as from the time at
which the Client is in default and these amount to 10% of the claim, with a minimum of €
100.00.
Sureties
1. The Freight Forwarder has the right to refuse the delivery of Goods, documents and monies,
that the Freight Forwarder has or will obtain, for whatever reason and with whatever
destination, in respect of another party.
2. The Freight Forwarder has a right of retention in respect of all Goods, documents and monies
that the Freight Forwarder holds or will hold for whatever reason and with whatever
destination, for all claims the Freight Forwarder has or might have in future on the Client
and/or the owner of the Goods, including in respect of all claims which do not relate to those
Goods.
3. The Freight Forwarder has a right of lien in respect of all Goods, documents and monies that
the Freight Forwarder holds or will hold for whatever reason and with whatever destination,
for all claims the Freight Forwarder has or might have in future on the Client and/or the
owner of the Goods.
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4. The Freight Forwarder shall regard anyone who, on behalf of the Client, entrusts Goods to
the Freight Forwarder for performing Services, as the Client’s agent for creating a lien on
those Goods.
5. If when settling the invoice a dispute arises over the amount due or if there is need for a
calculation to be made for the determination of what is due that cannot be made quickly,
then at the discretion of the Freight Forwarder, the Client or the party that demands delivery
at the request of the Freight Forwarder is obliged to pay forthwith the part which the parties
agree is due and to furnish security for the part in dispute or for the part for which the
amount has not yet been established.
6. The Freight Forwarder can also exercise the rights outlined in this article (right of lien, right
of retention and right to refuse delivery) for what is still owed to it by the Client in relation
to previous orders and for any amounts payable by way of delivery C.O.D. in respect of the
Goods.
7. The sale of any security shall take place at the account of the Client in the manner prescribed
by law or – if there is consensus thereon – privately.
8. At the Freight Forwarder’s first request, the Client shall furnish security for costs paid or to
be paid by the Freight Forwarder to Third Parties or government authorities and other costs
that the Freight Forwarder incurs or anticipates incurring, on behalf of the Client, including
freight, port costs, duties, taxes, levies and premiums.
9. In the absence of documents, the Freight Forwarder is not obliged to give indemnities or
furnish securities. If the Freight Forwarder has given indemnification or furnished security,
the Client is obliged to indemnify the Freight Forwarder from all consequences thereof.
Final provisions
Termination of the Agreement
1. The Freight Forwarder can terminate the Agreement with immediate effect in the event the
Client:
– discontinues its profession or business largely or in full;
– loses the power to dispose of its assets or a substantial part thereof;
– loses its legal personality, is dissolved or effectively liquidated;
– is declared bankrupt
– offers an agreement excluded from the bankruptcy proceedings;
– applies for moratorium on payment;
– loses the power to dispose of its goods or a substantial part thereof as a result of
seizure.
2. If the Freight Forwarder consistently imputably fails to fulfil one or more of its obligations
under the Agreement, without prejudice to its right to compensation for any damage that
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may have been suffered in accordance with article 11, the Client can dissolve the
Agreement with immediate effect in full or in part after:
– it has notified the Freight Forwarder by registered letter with reasons how the Freight
Forwarder has failed to comply, stipulating a period of time of at least thirty days for
fulfilment of the obligations, and;
– on expiry of that deadline, the Freight Forwarder has not yet fulfilled the obligations.
3. If the Client consistently imputably fails to fulfil one or more of its obligations under the
Agreement, without prejudice to its right to compensation for any damage that may have
been suffered, the Freight Forwarder can dissolve the Agreement with immediate effect in
full or in part after, by registered letter, it has stipulated a deadline to the Client of at least
fourteen days for fulfilment of the obligations and upon expiry of that deadline, the Client
has not yet fulfilled its obligations. If, by stipulating such a period, the Freight Forwarder’s
interests in the undisturbed conduct of its business would be impaired disproportionately,
the Freight Forwarder may dissolve the Agreement without observing a time limit.
4. Neither of the Parties may dissolve the Agreement if, considering its special nature or
limited significant, the failure does not justify dissolution with all implications thereof.
Proceedings against Third Parties
1. Legal and arbitration proceedings against Third Parties shall not be conducted by the Freight
Forwarder unless it agrees to do so at the Client’s request and at the latter’s expense and
risk.
Prescription and limitation
1. Notwithstanding the provisions in paragraph 5 of this article, every claim is subject to
prescription by the expiry of a period of nine months.
2. Every claim vis-a-vis the Freight Forwarder shall be time-barred by the mere expiry of a period
of 18 months.
3. The periods of time stated in paragraphs 1 and 2 commence on the day following the day on
which the claim has become due and payable, or the day following the day on which the
prejudiced party had the knowledge of the loss. Notwithstanding the foregoing provisions,
the aforementioned periods of time for claims with regard to damage, value depreciation or
loss of the Goods, commence on the day following the day on which the Goods are delivered
by the Freight Forwarder or should have been delivered.
4. In the event that the Freight Forwarder is held liable by Third Parties, including any public
authority, for damages, the periods of time stated in paragraphs 1 and 2 commence as from
the first of the following days:
· the day following the day on which the Third Parties have brought action against the
Freight Forwarder;
· the day following the day on which the Freight Forwarder has settled the claim brought
against it.
If the Freight Forwarder or the Third Party whose services it has engaged objects and/or
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appeals, the periods of time stated in paragraphs 1 and 2 commence on the day following
the day on which a final ruling has been given on the objections and/or appeal.
5. Unless the situation referred to in paragraph 4 of this article occurs, if following the term of
prescription a claim is brought against one of the parties for that payable by that party to a
Third Party, a new term of prescription of three months commences.
Choice of law
1. All Agreements to which these Conditions apply are governed by Dutch law.
2. The place of payment and settlement of claims shall be the Freight Forwarder’s place of
business.
Reference title
1. These general terms and conditions can be cited as “Dutch Forwarding Conditions”.
Disputes
Arbitration
1. All disputes which may arise between the Freight Forwarder and its Other Party shall be
decided by three arbitrators to the exclusion of the ordinary courts of law, in accordance with
the EXPLECT B.V. Rules of Arbitration. The EXPLECT B.V. Rules of Arbitration and the current fees for the
arbitration process can be read and downloaded from the EXPLECT B.V. website. A dispute shall exist
whenever either of the parties declares that this will be so.
Without prejudice to the provisions of the preceding paragraph, the Freight Forwarder shall
be at liberty to bring before the competent Dutch court in the Freight Forwarder’s place of
business, claims for sums of money due and payable, the indebtedness of which has not been
disputed in writing by the Other Party within four weeks after the invoice date. The Freight
Forwarder is also at liberty to institute interim relief proceedings for claims of an urgent nature
at the competent Dutch court in the Freight Forwarder’s place of business.
2. The arbitration shall be settled by three arbitrators, unless neither of the parties has submitted
a request for arbitrators to be appointed and the parties have jointly informed the EXPLECT B.V.
secretariat in writing that they wish to have the arbitration settled by an arbitrator who they
have appointed jointly, appending the written declaration of the arbitrator who they have
appointed jointly containing his/her acceptance of the appointment and the force and validity
of the EXPLECT B.V. Arbitration Rules.
3. One arbitrator shall be appointed by the Chairman or the Vice-Chairman of the EXPLECT B.V.; the
second shall be appointed by the Dean of the Bar Association of the district in which the
aforesaid Freight Forwarder has its registered office; the third shall be appointed by mutual
agreement between the two arbitrators so appointed.
4. The Chairman of the EXPLECT B.V. shall appoint an expert on forwarding and logistics; the Dean of
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the Bar Association shall be asked to appoint a specialised lawyer in forwarding and logistics;
the third arbitrator shall preferably be an expert in the branch of trade or industry in which
the Freight Forwarder’s Other Party is engaged.
5. Where applicable, arbitrators shall apply the provisions of international transport
conventions, including the Convention on the Contract for the International Carriage of
Goods by Road (CMR).

© EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 1-20 DUTCH WAREHOUSING CONDITIONS deposited by the EXPLECT B.V., Netherlands Association for Forwarding and Logistics, at the Registry of the District Court at Rotterdam on 15 November 1995 GENERAL PROVISIONS Section 1 Application of these standard conditions 1.1 These conditions shall apply to all legal relations between warehousing companies and their principals, even after the termination of the agreement, as far as the provisions of Chapter I hereof are concerned, and to the legal relation between warehousing companies and holders of receipts, as far as the provisions of Chapter II hereof are concerned, if the receipt states that these conditions – referred to by the name “Dutch Warehousing Conditions” – are applicable. 1.2 To the agreement between the principal and the warehousing companies shall explicitly not apply any standard conditions to which the principal might refer in any manner or the principal might declare as applicable. 1.3 The principal nor the receipt holder may appeal to regulations or provisions if they are contrary to these conditions. 1.4 With regard to the activities and services as those of forwarding agents, shippingagents/shipbrokers, stevedores, carriers, insurance brokers, control companies, etc. performed by the warehousing company, the conditions customary in the relevant branch of trade, or the conditions whose application has been agreed, shall also apply. Section 2 Definitions In these conditions it is understood by: warehousing company: the party who – apart from the possibility of wider terms of reference – accepts orders for warehousing or custody or delivery of goods (Chapter I) or the party who has goods in custody against which a receipt issued by him is in circulation (Chapter II); principal: the party who instructs the warehousing company to store or deliver goods, or the person for whom the warehousing company stores goods for which no receipt is in circulation; receipt: a numbered and legally signed or stamped document entitled “receipt” or a synonym, stating that the holder has the right to receive the goods mentioned therein; © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 2-20 receipt holder: the person who identifies himself to the warehousing company as holder of a receipt by producing the receipt or in any other manner acceptable to the warehousing company; last receipt holder known to the warehousing company: the person to whom a receipt has been issued and subsequently the receipt holder whose written request to the warehousing company to be considered as such bears the most recent date, provided however that the warehousing company shall have the right but not be obliged to regard someone else as such if they have reason to assume he is the last receipt holder. Section 3 Applicable law All agreements between the warehousing company and the principal shall be subject to the laws of the Netherlands and if not otherwise specified in these conditions, the Civil Law provisions concerning the custody of goods, shall apply generally and according to circumstances. Section 4 Disputes 4.1 All disputes arising between the warehousing company and the principal or the receipt holder shall be decided in the last instance by three arbitrators, with the exclusion of the ordinary court of law. There shall be a dispute whenever either party declares that such is the case. Without prejudice to the provisions of the preceding paragraph, the warehousing company shall be free to submit claims of amounts due and payable, the indebtedness of which has not been challenged in writing by the opposite party within four weeks of the invoice date, to an ordinary court of law. 4.2 One of the arbitrators shall be designated by the Chairman of EXPLECT B.V.; the second shall be designated by the President of the Bar Council of the judicial district where the said warehousing company has it’s registered office; the third shall be appointed in mutual consultation by the arbitrators so designated. The Chairman of EXPLECT B.V. shall only designate an arbitrator if one of the parties to the dispute is a EXPLECT B.V. member. If the said Chairman should not designate an arbitrator, the designation of arbitrators shall be made in accordance with the provisions of subsection 4.6. 4.3 The Chairman of EXPLECT B.V. shall designate an expert on warehousing; the President of the Bar Council shall be requested to appoint a lawyer; as third arbitrator shall preferably be elected an expert in the branch of trade or industry in which the opposite party of the warehousing company operates. 4.4 The party desiring a decision of the dispute shall inform the EXPLECT B.V. Secretariat thereof by registered letter, briefly describing the dispute and his claim, simultaneously sending an amount for service charges established by EXPLECT B.V. in compensation of the administrative involvement of EXPLECT B.V. in case of arbitration. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 3-20 4.5 On receipt of the said registered letter the EXPLECT B.V. Secretariat shall as soon as possible send copies to the opposite party, to the Chairman of EXPLECT B.V., to the President of the Bar Council, requesting the latter two to designate an arbitrator each and to inform the EXPLECT B.V. Secretariat of the name and residence of the nominee. On receipt of such information the EXPLECT B.V. Secretariat shall as soon as possible inform the two nominees of their appointment, sending them a copy of the application for arbitration and a copy of these standard conditions and requesting them to appoint the third arbitrator and to inform the EXPLECT B.V. Secretariat who has been appointed as such. On receipt thereof the EXPLECT B.V. Secretariat shall as soon as possible inform the third arbitrator of his appointment, sending him a copy of the application for arbitration and a copy of these standard conditions. The EXPLECT B.V. Secretariat shall subsequently inform both parties who have been appointed arbitrators. 4.6 If within 30 days of filing the application for arbitration all three arbitrators have not been designated, all arbitrators shall be appointed by the President of the District Court within whose jurisdiction the warehousing company has it’s registered office, on the complainant’s application by means of a simple petition. 4.7 Chairman of the arbitrators shall be the arbitrator appointed by the President of the Bar Council. If the appointment is made by the President of the District Court, the arbitrators shall decide among themselves which of them will act as Chairman. Arbitrators shall deliver their award as good men in fairness and under obligation to comply with the applicable imperative legal provisions, including the provisions of international transport treaties. They shall determine how the arbitration is to be treated, provided always that the parties shall at any rate be given an opportunity to expound their views in writing and explain them orally. 4.8 The arbitrators’ assignment shall continue until their final decision. They shall file their award with the Registrar of the Court within whose jurisdiction the place of arbitration is situated, whilst sending copies thereof to each of the parties and to the EXPLECT B.V. Secretariat. Arbitrators may beforehand require a deposit from the claimant or from both parties to cover the cost of arbitration; during the proceedings they may demand an additional deposit. In their award the arbitrators shall decide which of the two parties or for what portion either party is to bear the cost of arbitration. Such costs shall include the arbitrators’ fees and outlays, the amount paid to EXPLECT B.V. on application for service costs, as well as the costs incurred by the parties, if the arbitrators think such costs reasonably necessary. The fees due to the arbitrators shall be recovered from the deposit as far as possible. Section 5 Filed conditions 5.1 These conditions have been filed with the Registrar of the District Court of Rotterdam. They shall be sent on request. 5.2 In case of difference between the Dutch text and the text in any other language of these Dutch Warehousing Conditions, the Dutch text shall be decisive. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 4-20 CHAPTER I PROVISIONS RELATING TO PRESENTING, WAREHOUSING, CUSTODY AND DELIVERY Section 6 Written records 6.1 All agreements, tenders, instructions regarding warehousing, custody, handling and delivery of goods, shall be recorded in writing. 6.2 Oral or telephone communications or arrangements shall only be binding on the warehousing company if immediately confirmed in writing, unless otherwise agreed. Section 7 Description of goods and supply of information 7.1 Tender of goods and instructions on warehousing, custody and handling shall be effected or supplied giving an exact and full written description of the goods, such as inter alia their value, the number of packages, the gross weight and furthermore all particulars of such nature that the agreement would not have been made or not on the same terms and conditions if the warehousing company had been acquainted with the true state of affairs. 7.2 If goods are subject to customs and excise provisions or to tax regulations or other government rules, the principal shall promptly supply all information and documents required in this connection, in order to enable the warehousing company to comply with such provisions or regulations. Section 8 Rates/payments/taxes 8.1 Current rates and payments for work and all oral or written agreements between the warehousing company and the principal regarding rates and payments for work shall be based on the cost of labour prevailing at the time the instructions were given or the agreement was made. In case of an increase in the cost of labour, the current or the agreed rates and payments shall be adjusted accordingly with immediate effect. The warehousing company shall also have the right to adjust the rates in case the authorities introduce or increase charges imposed on the services rendered by the warehousing company. 8.2 Current and agreed rates for warehousing shall be based on the customary method of stacking the relevant goods, unless expressly agreed otherwise. If at the principal’s request or in view of the condition of the goods the customary method of stacking is departed from, an increase in the rates shall be applied proportional to the additional floor space occupied compared to normal stacking. Section 9 Duties, costs and taxes 9.1 All freight, reimbursements, taxes, duties, contributions, levies, fines and/or other charges or costs by whatever name, falling on or relating to the goods and payable on arrival or charged forward, shall be for account of the principal and shall be paid or reimbursed by the principal whether or not in advance, on the warehousing company’s first demand, irrespective of whether such goods are not yet on the premises or have meanwhile been removed. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 5-20 9.2 If the warehousing company thinks it necessary to conduct lawsuits or to take other legal steps with regard to taxes, duties, contributions, levies, fines and or other charges or costs by whatever name imposed by the authorities, or if the principal requests the warehousing company to conduct such lawsuits or take such legal steps and the warehousing company complies with such request, the resulting work and costs including the cost of legal and/or fiscal and/or other advice or assistance deemed necessary by the warehousing company, shall be for the principal’s account and risk. Before conducting lawsuits or taking legal measures in terms of this section, the warehousing company shall try to consult on the matter with, or to obtain instructions from the principal or the party directly concerned. 9.3 If the warehousing company acts or has acted as fiscal agent, all taxes, duties, contributions and other levies as well as fines, interest, costs, by whatever name, or indemnifications due and payable by the warehousing company, shall be for account of the principal, without prejudice to the provisions of subsection 1 of this section. The principal shall pay such amounts on the warehousing company’s first demand. Section 10 The principal’s liability 10.1 The principal shall be liable towards the warehousing company and/or third parties for any loss or damage resulting from incorrect and/or misleading and/or incomplete descriptions or indications or information, as well as for loss or damage resulting from defects of the goods and/or the packing not reported beforehand, even if such loss or damage was caused through no fault of his. If no weight is stated or stated incorrectly, the principal shall be liable for any resulting loss or damage. 10.2 The principal shall be liable for any damage resulting from not, not timely or not properly meeting any of his obligations under these conditions, or under a separate agreement between the warehousing company and the principal, if no provisions are already included herein. 10.3 Notwithstanding the above provisions the principal shall indemnify the warehousing company against claims from third parties or compensate the warehousing company for damages paid or due by third parties or paid or due to third parties, including the employees of both the warehousing company and the principal, relating to the nature or condition of the goods stored. Section 11 Refusing an order The warehousing company shall have the right to refuse an order for warehousing and/or custody without giving reasons therefor. If the warehousing company has accepted the order, the agreement may only be broken by mutual consent of the two parties. Section 12 Inspection of goods 12.1 The warehousing company shall not be obliged to weigh or measure the goods stored without instructions thereto. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 6-20 12.2 It is in the warehousing company’s discretion to weigh and measure the goods in order to verify the specifications received. If in such case the warehousing company ascertains that weights or measures differ from the specification, the cost of weighing and/or measuring shall be for the principal’s account. However, the warehousing company shall only be responsible for ascertaining weights and/or measures, if the goods have been weighed and/or measured by the warehousing company on the principal’s instructions and without prejudice to the provisions of section 19 on the warehousing company’s liability. 12.3 Packages may only be opened for inspecting their contents at the principal’s request, but the warehousing company shall at all times have the right, but not be obliged, thereto if they suspect that the contents have been described incorrectly. 12.4 If on inspection it appears that the contents differ from the specification, the cost of inspection shall be for the principal’s account. However, the warehousing company shall never be responsible for the description and/or designation of goods taken into custody. Section 13 Presenting/delivery and receipt 13.1 Presenting to and receipt by the warehousing company shall be made by the principal’s presenting the goods and their acceptance by the warehousing company at the place of warehousing. 13.2 Delivery to and receipt by the principal shall be made by the warehousing company’s delivery of the goods and their acceptance by the principal at the place of warehousing. Section 14 Condition of the goods on arrival 14.1 Unless otherwise stated, goods shall be delivered to the warehousing company in good condition and if packed, properly packed. 14.2 If the goods sent to the warehousing company arrive in apparent damaged or defective condition, the warehousing company shall have the right, but not be obliged, to protect the principal’s interests against the carrier or others for the principal’s account and risk, and to provide evidence of such condition, however, without the principal being able to derive any right against the warehousing company from the manner in which the warehousing company have performed such work. The warehousing company shall notify the principal instantly, without the latter having any right of claim against the warehousing company because of failure to notify. 14.3 Goods received for warehousing, which a conscientious warehousing company, had it known they might be dangerous after receipt, would not have accepted for warehousing in view of this, may at any moment be removed or destroyed or rendered harmless in another manner by them. 14.4 With regard to the warehousing of goods of which the warehousing company knew their danger, the same shall apply, but only when such goods present an immediately imminent danger. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 7-20 14.5 The warehousing company shall not owe any indemnification in such matter and the principal shall be liable for all costs and damages to the warehousing company resulting from the presentation for warehousing, from the warehousing itself or from the measures taken, unless such costs and damages or the need for taking such measures are exclusively due to faults on the part of the warehousing company. 14.6 As a result of the measures taken the agreement on the goods stated therein shall cease, but if such goods are delivered as yet, only after their delivery. Section 15 Commencement of execution of order for warehousing Unless agreed otherwise or prevented by special circumstances, the warehousing company shall as soon as possible after accepting the order and on receipt of the required documents, particulars and handling instructions, commence the execution of accepted orders for warehousing or delivery of goods. Section 16 Late or irregular delivery or removal If the principal has advised the warehousing company that goods are to be presented for warehousing in a particular quantity and/or at a specified time, or that goods to be removed are to be collected in a particular quantity and/or at a specified time, and if in such case the principal fails to present or collect in time and regularly, the principal shall be obliged to pay the costs resulting for the warehousing company, because workers and equipment ordered and/or assigned by the warehousing company for executing the relevant order are not or not fully employed. Section 17 Working hours Presenting goods to and removal of goods from the place of warehousing shall be made during the official working hours of the warehousing company’s staff. If the principal desires work to be done outside the official working hours, it is in the warehousing company’s discretion to comply or not. Extra costs incurred for working outside the official working hours, shall be borne by the principal. Section 18 Place of warehousing, transfer of goods 18.1 Unless otherwise agreed, it shall be in the warehousing company’s discretion where the goods are to be stored. 18.2 The warehousing company shall at all times have the right to transfer the goods to another place of warehousing. 18.3 The cost of such transfer shall be for the warehousing company’s account, unless such transfer is to be made: – in the interest of the principal or the goods, or – due to circumstances for which the warehousing company is not responsible, or – due to circumstances that cannot reasonably be for the warehousing company’s account and risk, or – due to government rules and regulations. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 8-20 The transport related to the transfer for the warehousing company’s account, shall take place on the customary transport conditions. The transport related to the transfer for the principal’s account, shall be undertaken by the warehousing company as forwarding agent and shall be made at the principal’s risk. 18.4 If the goods are transferred to another place of warehousing, the warehousing company shall notify the principal, without the latter being able to make any claim against the warehousing company for failing to notify. Section 19 Damage/loss of goods 19.1 Under the present warehousing conditions the principal renounces any right of recovery against third parties in case of damage and/or loss; he shall exclusively be able to hold the warehousing company liable, even if the warehousing company has employed the services of third parties in the course of their business, all of which with the following limitation. 19.2 All activities and work shall be performed for the principal’s account and risk, unless provided otherwise herein. 19.3 The warehousing company shall not be liable for any damage, unless the principal proves that the damage was caused by faults or negligence of the warehousing company or it’s staff. 19.4 In case of damage and/or loss because of theft by means of burglary, the warehousing company shall be considered to have applied adequate care, if it has provided proper closure of the place of warehousing. 19.5 In the case of goods stored on open grounds or which can only be stored on open grounds or of which it is customary for the warehousing company to store them on open grounds, any liability of the warehousing company for damage that may be related to such warehousing, shall be excluded. 19.6 The warehousing company’s liability in all cases shall be limited to 2 SDRs per kilogram damaged or lost gross weight with a maximum of 100,000 SDRs per event or series of events with the same cause of damage. 19.7 The damage to be compensated by the warehousing company shall never exceed the invoice value of the goods, to be proved by the principal, in the absence of which their market value, to be proved by the principal, at the time the damage was done, shall apply. The warehousing company shall only be liable for damage to the goods themselves and for damage in terms of subsection 19.9 and shall never be liable for lost profits, consequential damage and immaterial damage. 19.8 In case of damage to an independent part of the goods, or in case of damage to one or more parts of several goods belonging together, any depreciation of the remaining parts or the undamaged goods shall not be considered. 19.9 The warehousing company’s liability for damage resulting from complying with (customs) formalities shall be limited to 7500 SDRs per event or series of events with one and the same cause of damage. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 9-20 Section 20 Admittance to the premises 20.1 The warehousing company shall be obliged to admit the principal and the persons designated by him, for the principal’s account and risk, to the place where his goods are stored, subject to the compliance with the customs and other formalities prescribed by the authorities. 20.2 To the persons to whom the warehousing company grants admittance the following conditions shall apply: a. all persons visiting the place of warehousing including the crew of vessels and vehicles arriving at the place of warehousing, shall observe the warehousing company’s regulations; b. admittance shall be granted only during regular working hours and under escort; c. the cost of escorting visitors shall be paid to the warehousing company by the principal; d. the principal shall be liable for any damage caused directly or indirectly by the visitors. 20.3 The principal shall indemnify the warehousing company against third party claims, including both the warehousing company’s and the principal’s employees, relating to damage resulting from the preceding subsections. Section 21 Performance of activities 21.1 The performance of the work required by the principal, such as sampling, handling, servicing, repacking, restacking, lotting, weighing, etc., as well as delivery, shall be entrusted to the warehousing company having the goods in custody, at the appropriate fees and on the appropriate conditions. 21.2 Any work the warehousing company does not wish to undertake may, with the warehousing company’s consent, be executed by or on behalf of the principal, subject to the conditions made by the warehousing company, under the supervision of the warehousing company and against payment of the costs involved, however without any liability of the warehousing company. Section 22 Special method of handling goods 22.1 The warehousing company shall not be obliged to take any measures in respect of the goods received into custody or their packing, than such measures as are considered normal for the custody of the goods concerned. 22.2 The warehousing company shall only be obliged to take special measures if they have been agreed. 22.3 However, the warehousing company shall have the right to take immediate action at the principal’s cost and risk, including the clearance or removal or destruction or rendering harmless in any other manner, if it is feared that failure to take such action may cause loss and/or damage to the goods themselves or to other goods, or to the warehousing or to equipment, or injury to persons, or when measures are required or indicated for some other reason, such in the warehousing company’s discretion. The © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 10-20 warehousing company shall immediately inform the principal of the measures taken, without the latter having any right of claim against the warehousing company because of failure to meet such obligation. 22.4 Without prejudice to the provisions of the preceding subsection, the principal shall indemnify the warehousing company against any third party claims for damage caused by the principal’s goods to goods pertaining to third parties. Section 23 Insurance of goods 23.1 Unless expressly agreed with the principal in writing the warehousing company shall not be obliged to effect any insurance for goods. If it has been agreed between the warehousing company and the principal that the warehousing company is to effect insurance of the goods for the principal’s account, the warehousing company shall have the right in their discretion to effect the agreed insurance in the principal’s name, or to include such insurance in a warehouse policy. The value to be insured shall be the amount stated by the principal. The warehousing company shall in all cases of insurance exclusively be regarded as intermediary without any liability, nor for the terms and conditions agreed with the insurer(s) or for their reliability or their solvency. 23.2 In all cases where the goods have been insured through the intermediary of the warehousing company, the warehousing company shall have the right to collect the amounts claimed for and on behalf of the parties interested in the goods and to recover therefrom all their claims, for whatever reason, on the principal. The balance shall be paid to the principal. 23.3 If in case of damage to or loss of goods by fire or by any other cause, the assistance of the warehousing company for assessing the damage or loss is desirable or necessary, such assistance shall be rendered by the warehousing company against payment of the costs involved and of a fee for their efforts. The warehousing company may make such assistance contingent on the cash payment of, or the provision of security for all amounts owing to the warehousing company by the principal for whatever reason and the costs and fee referred to in this subsection. 23.4 In case of partial delivery of the goods by the warehousing company, the principal shall inform the warehousing company for what amount he wishes to have the remaining goods insured. In the absence of such information the warehousing company shall have the right to reduce the insured amount in their own discretion in the same proportion as the decrease in the number, weight, measure or contents of the goods. Section 24 Charging warehouse rent in case of destruction of goods In case the goods stored with the warehousing company are destroyed by fire or otherwise, the day of destruction shall count as the date of delivery and the warehouse rent plus – if the goods were insured through the warehousing company – insurance premium and costs calculated in full monthly periods, shall be due and payable up to and including such date. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 11-20 Section 25 Removal of goods 25.1 The principal may, upon payment of all amounts due to the warehousing company (in the widest sense) and subject to the provisions hereof, at any time remove the goods placed in custody. 25.2 The warehouse rent – and if the goods were insured through the warehousing company, the insurance premiums and costs – shall always be charged in full months, part of a month counting as a full month. 25.3 If a fixed period of warehousing has been agreed, the warehousing company cannot require the principal to remove the goods prior to the expiration of the agreed period of time. 25.4 If no period of warehousing has been agreed or if the agreed period of warehousing has expired, the warehousing company may require the removal at one month’s notice, however not within three months of the commencement of warehousing. 25.5 In case of force majeure the agreement shall remain in force; however, the warehousing company’s obligations shall be suspended for the duration of the force majeure. All extra costs caused by force majeure shall be for the principal’s account. Force majeure shall be all circumstances the warehousing company has reasonably been unable to avoid and whose consequences the warehousing company has reasonably been unable to prevent. Section 26 Premature removal of goods for urgent reasons 26.1 However, the warehousing company shall at all times have the right to require the removal of the goods received for warehousing prior to the expiration of the warehouse period without observing any period of notice, if there is an urgent reason therefor. 26.2 Urgent reason shall be understood to be a circumstance of such nature that according to rules of reasonableness and fairness the principal cannot expect the warehousing to be maintained. 26.3 Such reason shall the deemed to exist inter alia if the principal fails to comply with one or more other provisions hereof, or if it appears that owing to the presence of the goods the hazard of loss and/or damage to other goods or the warehouse place or to equipment, or injury to persons is to be feared, and furthermore if the goods are perishable or liable to inherent changes which in the warehousing company’s opinion justify the assumption of deterioration and the principal has neglected to give instructions for preventing or controlling it. 26.4 The principal shall remain under obligation to pay the warehouse rent up to the day of removal of the goods. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 12-20 Section 27 Payment 27.1 All amounts owing to the warehousing company by the principal for whatever reason, such as: warehouse rent, insurance premiums and costs, rent, disbursements, fees for warehousing and delivery, outlays and charges for work done or to be done, cost of cleaning work and such like during or after a fire or otherwise, extraordinary expenses, extra wages, taxes, duties, levies, fines, interest etc., shall be immediately due and payable. If the warehousing company applies a term of payment, the said amounts shall be immediately due and payable on expiry of the term of payment. 27.2 Without prejudice to the provisions of the preceding subsection the principal shall always pay the warehouse rent due promptly within the term agreed between the parties, but at least once in 12 months. 27.3 If the principal does not immediately pay the amounts due to the warehousing company, the warehousing company shall have the right to charge the legal interest. 27.4 Payments on account shall be regarded to have been made in the first place in reduction of ordinary debts, regardless of whether other instructions were given on payment. 27.5 If in case of overdue payment the debt is collected by judicial or other action, the amount of the debt shall be increased by 10% administrative costs, while the judicial and extrajudicial costs shall be for the principal’s account, up to the amount paid or due by the warehousing company. Section 28 Lien and right of retention 28.1 The warehousing company shall have a lien and a right of retention towards anyone requesting delivery thereof, on all goods,documents and monies the warehousing company holds or will hold for whatever reason and for whatever purpose, for all claims it has or may have in future on the principal and/or owner. 28.2 The warehousing company may also exercise the rights awarded to it in subsection 28.1 for all amounts the principal still owes the warehousing company in connection with earlier orders. 28.3 The warehousing company shall regard anyone who, on behalf of the principal entrusts goods to him for performing work, as the principal’s agent for creating a lien and a right of retention on such goods. 28.4 In case of non-payment of the claim, the sale of the security shall take place in the manner prescribed by law, or – if there is consensus thereon – privately. Section 29 Public sale 29.1 Without prejudice to the provisions of section 28 hereof, the warehousing company shall have the right to sell the goods entrusted to the warehousing company, or to have them sold, without observing any formality, in the place and in the manner and on the conditions the warehousing company may see fit, publicly or in any other manner the law may permit, at the expense of the principal and to recover from the proceeds all amounts the principal owes the warehousing company, in case the principal fails to remove the goods entrusted to the warehousing company on expiry of © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 13-20 the agreement or at the agreed or specified time or at any other point of time in case of one of the urgent reasons mentioned in section 26 hereof. 29.2 If it is probable that in case of sale the cost will be higher than the benefits or if no buyer is found despite a reasonable attempt thereto, the warehousing company shall have the right to remove the goods, to have them removed or to destroy them. The principal shall then remain liable for the amounts due, increased by the cost of removal or destruction. 29.3 In case of sale the warehousing company shall hold the balance of the proceeds after deducting all costs and all the principal’s debts, at the principal’s disposal for five years, after which period the balance, if not claimed, shall accrue to the warehousing company. Section 30 Prescription and extinction 30.1 Every claim shall become prescribed by the simple lapse of 12 months. 30.2 All claims against the warehousing company shall become extinct by the simple lapse of 2 years. 30.3 In case of total loss, damage or reduction, the periods mentioned in subsections 30.1 and 30.2 shall commence on the first of the following days: – the day the warehousing company delivered or should have delivered the goods; – the day the warehousing company informed the principal of such event. 30.4 In case the warehousing company is held liable by third parties, including any government, the period mentioned in subsection 30.1 shall commence on the first of the following days: – the day the warehousing is held liable by the third party, or – the day the warehousing company paid the claim against it. 30.5 Notwithstanding the provisions of subsections 30.3 and 30.4, the periods mentioned in subsections 30.1 and 30.2 for all other claims shall commence on the day they become due and payable. Section 31 Complaints 31.1 If the goods are made available by the warehousing company without the principal or someone else for him having established their condition in the presence of the warehousing company or without having informed the warehousing company of reserves, in case of visible loss or damage not later than the moment the goods were made available, or in case of invisible loss or damage within five working days of the availability, indicating the general nature of the loss or damage, he shall be considered to have received the goods in good condition, unless the contrary is proved. In case of invisible loss or damage, the said reserves shall be made in writing. 31.2 The day the goods are made available shall not be counted in the determination of the above periods. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 14-20 Section 32 Transfer or transition of goods 32.1 Transfer or transition of ownership of stored goods, or the transfer or transition of the right to delivery thereof by a principal to a third party, shall be ineffectual against the warehousing company and without legal effect for the warehousing company, nor shall the warehousing company recognize such transfer or transition, unless all claims the warehousing company may have on the original and/or transferring principal for whatever reason, have been fully paid. 32.2 The principal shall be obliged to inform the warehousing company instantly in writing of any transfer or transition of ownership of goods, or transfer or transition of the right to delivery of goods. 32.3 Notwithstanding the provisions above the transfer or transition shall have no legal effect for the warehousing company, nor shall the warehousing company recognize them, unless the new owner(s) has(have) explicitly accepted in writing all provisions of the agreement between the warehousing company and the original and/or transferring principal as well as the present conditions. 32.4 The warehousing company shall not be required to recognize the transfer or transition of ownership or the right to delivery of the goods and shall even have the right to revoke a recognition made, and they may refuse to deliver the goods, if in the warehousing company’s opinion there are flaws in the legal title regarding any transfer or transition of ownership of goods, or any transfer or transition of the right to delivery of goods, and if the new owner(s) claim(s) not to have accepted the present conditions or not to be committed thereto. 32.5 The original and/or transferring principal shall remain liable to the warehousing company for all the warehousing company’s claims for or in connection with the warehousing and/or work performed in connection with such goods, even though they were performed after the transfer or transition of ownership, or after transfer or transition of the right to delivery. After transfer or transition of ownership, or the right to delivery of the goods, the new owner shall be regarded as the principal and shall, in addition to his legal predecessor, be severally liable for all the above claims, even though they may have arisen prior to the transfer or transition. Section 33 Issue of receipts 33.1 The warehousing company may issue to the principal at his request a receipt, describing the goods given into custody to the warehousing company by the principal. 33.2 The warehousing company shall have the right to refuse to issue a receipt, if the principal has not paid all claims the warehousing company may have on him for whatever reason. The warehousing company may furthermore refuse to issue a receipt if they believe there are reasons therefor. 33.3 On the issue of a bearer receipt all the warehousing company’s obligations towards the principal shall cease and shall be replaced by the warehousing company’s obligations towards the receipt holder, which is regulated in more detail in Chapter II hereof. The principal shall, even after the issue of the receipt, remain liable towards to warehousing company for the effects of any discrepancy between the goods for which the receipt was issued and their description in the receipt. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 15-20 CHAPTER II PROVISIONS REGARDING THE RECEIPT Section 34 Applicable provisions The legal relations between warehousing companies and receipt holders shall also be subject to the provisions of Chapter I, unless the provisions of Chapter II require that a provision of Chapter I may not be applied. Section 35 Right to delivery of goods 35.1 The receipt awards a right to delivery by the warehousing company of the goods they have received for warehousing and against which the receipt has been issued. For any discrepancy between the stored goods and their description in the receipt, the warehousing company shall be liable towards the receipt holder who was unaware of the existence of the discrepancy when acquiring the receipt, unless it concerns goods whose identification requires expert knowledge and/or a thorough examination or analysis. 35.2 If the receipt contains the clause: “Contents, quality, number, weight or measure unknown” or a similar clause, the warehousing company shall not be bound by any statement in the receipt regarding the contents, the quality and the number, the weight or the measure of the goods. 35.3 The right to delivery shall not exist as long as the warehousing company can lay any claim on the goods under the present conditions and until all customs and other formalities prescribed by the authorities and required for the delivery, have been fulfilled. Section 36 Expiry of the receipt 36.1 The receipt shall be valid for three years, as from the date of issue, unless a shorter period of validity is stated in the receipt. 36.2 Until its expiry the receipt may be replaced at the receipt holder’s request by a new receipt, against payment of the costs involved. The warehousing company shall have the right to refuse to replace the receipt and to require the removal of the goods on the expiry date. 36.3 If on its expiry date the receipt has not been presented for replacement, or if after refusal to replace the receipt the goods have not been removed from the warehousing company on the expiry date, the holder of the expired receipt shall be considered to agree to the warehouse rent – and if the goods have been insured through the warehousing company, the insurance premium and costs – as shall be determined by the warehousing company as from such date. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 16-20 36.4 If on its expiry date the receipt has not been presented for replacement, or if after refusal to replace the receipt the goods have not been removed from the warehousing company on the expiry date against payment of the amount the warehousing company is entitled to under section 36 hereof, the warehousing company shall have the right to dispose of the goods to which the expired receipt refers, subject to the relevant provisions hereof. 36.5 For a period of five years after the expiry date of the receipt the warehousing company shall be obliged to deliver the goods to which the expired receipt refers – or if the warehousing company has exercised it’s right to dispose of the goods, the net proceeds of the goods, without payment of interest – to the holder of the expired receipt, after deducting all amounts due to the warehousing company. On expiry of these five years the rights of the holder of the expired receipt shall cease and the warehousing company shall no longer be required to deliver the goods – or to account for their proceeds – neither to the holder of the expired receipt, nor to others. Section 37 Delivery of goods after payment 37.1 The warehousing company shall, prior to effecting full or partial delivery of the goods to which the receipt gives title, have the right to demand payment of: a. warehouse rent for so many months as appears from the receipt to have elapsed, and have not been noted therein as having been paid prior to delivery, at the monthly rent stated in the receipt, parts of months to be counted as full months; b. insurance premiums and costs for so many months as appears from the receipt to have elapsed, and have not been noted therein as having been paid prior to delivery, at the monthly insurance premium stated in the receipt, parts of months to be counted as full months; c. the charges for delivering the goods at the current rate therefor; d. disbursements made by the warehousing company on behalf of the receipt holder requesting delivery, in connection with customs and/or other formalities prescribed by the authorities in respect of the goods described in the receipt; e. all costs incurred by the warehousing company after the date of issue mentioned in the receipt: e.1 for preserving the goods mentioned in the receipt; e.2 for eliminating any dangers caused by the goods mentioned in the receipt to the place of warehouse and to other goods stored therein; e.3 for measures taken in respect of the goods mentioned in the receipt as a result of circumstances for which the warehousing company cannot be held responsible. f. all other amounts due to the warehousing company apparent from the receipt. 37.2 Notwithstanding the provisions of the preceding subsection the receipt holder shall be obliged to pay the warehouse rent due – and if the goods have been insured through the warehousing company, the insurance premium and costs – at the end of each 12 months of warehousing or so much earlier as has been agreed and stated in the receipt plus the costs incurred by the warehousing company referred to in paragraphs d. and e. above, as soon as the warehousing company has informed him of such costs. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 17-20 37.3 If the receipt holder fails to meet his obligation to pay the rent after each 12 monthly period or so much earlier as has been agreed and stated in the receipt – and if the goods have been insured through the warehousing company, the insurance premium and costs – the amounts due to the warehousing company for this reason shall be increased, as from the day the 12 months warehousing elapsed, by a penalty of 1% of the amount due for each month in excess of the 12 month period. Section 38 Indemnification Contrary to the provisions of subsection 19.7 the indemnification to be paid by the warehousing company for loss of goods shall, in the absence of the invoice value of the goods, be limited to the market value of the goods on the day of issue of the receipt, to be proved by the principal. Section 39 Access to and information about goods Access to and information about goods for which receipts have been issued shall only be given on production of the relevant receipt. Section 40 Activities in connection with the goods 40.1 The activities required by the receipt holder in relation to the goods described in the receipt, such as sampling, handling, servicing, repacking, restacking, lotting, weighing, etc., as well as delivery, shall be entrusted to the warehousing company having the goods in custody, against the appropriate fees and on the appropriate conditions. 40.2 The activities required by the receipt holder shall only be carried out after surrender of the receipt. 40.3 Activities the warehousing company does not wish to undertake may, with the warehousing company’s consent and after surrender of the receipt, be performed by or on behalf of the receipt holder, subject to conditions made by the warehousing company, under the supervision of the warehousing company and against payment of the costs involved, however without any responsibility of the warehousing company. 40.4 Partial deliveries, sampling and handling of the goods causing a modification, decrease or change in the number of the goods shall be noted on the receipt in the proper place. If there is no space left on the receipt for further noting deliveries, modifications, decreases, etc., the receipt shall be replaced at the receipt holder’s expense. 40.5 Payments due to the warehousing company for work performed in connection with the goods described in the receipt or for supervising such work, shall be paid immediately. The warehousing company shall have the right to refuse to return the receipt until such payments have been made. Section 41 Notification of special method of handling If the warehousing company decides to take a measure in terms of section 22, the warehousing company shall immediately notify the receipt holder last known to it, without the receipt holder having any right of claim against the warehousing company for omitting such notification. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 18-20 Section 42 The warehousing company’s obligation to insure 42.1 If the receipt shows that the goods therein are insured, the warehousing company shall thereby have undertaken the obligation to effect insurance for the receipt holder’s account in accordance with the provisions of section 23. 42.2 The insured value shall be the value stated in the receipt. 42.3 If the receipt states that the insured value is the current market value, it shall be the warehousing company’s responsibility to keep the goods adequately insured. Section 43 Changes in, effect and termination of insurance 43.1 Any changes in the insured value and termination of insurance shall only be possible when the receipt is surrendered for being endorsed accordingly. 43.2 Only the insurance as stated in the receipt shall be effective. 43.3 The insurance shall otherwise cease on delivery of the goods. 43.4 On delivery of part of the goods the insured value of the goods to be delivered must be stated separately and endorsed on the receipt, if the receipt does not show the insured value per unit and if a proportionate decrease cannot be inferred from the receipt. Section 44 Amounts of claims The amounts of claims collected by the warehousing company shall be paid out by the warehousing company against surrender of the receipt, after deducting all amounts due to the warehousing company by the receipt holder. Section 45 Notification of destruction of goods In case of destruction of the goods described in the receipt by fire or otherwise, the warehousing company shall immediately notify the receipt holder last known to them, without the receipt holder having any right of claim against the warehousing company for omitting such notification. Section 46 Mutilation of the receipt 46.1 Any erasures and mutilations shall render the receipt void; deletions shall not be valid unless initialled by the warehousing company. 46.2 The holder of a mutilated receipt may request the issue of a duplicate, against surrender of the original receipt and on payment of the costs involved. For determining the nature and quantity of the goods to be shown in the duplicate receipt, the warehousing company’s relevant records shall exclusively be regarded as standard. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 19-20 Section 47 Loss and destruction of receipts 47.1 If a receipt has been lost or destroyed, the rightful holder may apply to the warehousing company for nullification of such receipt and request delivery of the goods or the issue of a duplicate receipt; such application must, if possible, state the cause for the loss of the receipt and contain the grounds on which the applicant bases his title. 47.2 If investigations made by the warehousing company afford no reasons to doubt the truth of the grounds of the application, the warehousing company shall publish the application made by inserting two announcements, at intervals of at least 14 days each time, in at least two daily newspapers designated by the warehousing company, inviting those who believe they have a title to the goods described in the missing receipt, to oppose their delivery or the issue of the duplicate receipt by service of a writ. 47.3 If within 14 days of the last announcement no one has opposed the delivery or issue by service of a writ, the warehousing company may nullify the receipt and effect delivery of goods or issue a duplicate receipt to the applicant. For determining the nature and quantity of the goods to be delivered or to be described in the duplicate receipt, the warehousing company’s relevant records shall exclusively be regarded as standard. The nullification may immediately thereafter be published in the said newspapers. As a result of such nullification the original receipt shall lose its validity and all the warehousing company’s obligations under the original receipt shall cease. 47.4 In case of opposition by a third party the application shall not be complied with, until it has appeared from a Court Order or other final and conclusive ruling or award that the applicant is the person entitled to the goods. 47.5 The person obtaining delivery of the goods described in a duplicate receipt, shall indemnify the warehousing company against all claims resulting from such delivery. The warehousing company may require security for this purpose. 47.6 Any costs in the widest sense, incurred by the warehousing company as a result of the application, shall be borne by the applicant. The warehousing company shall have the right to require an advance of money to be made before considering the application. Section 48 Expiration of the validity of the receipt 48.1 If on expiry of the validity of the receipt the warehousing company no longer wishes to keep the goods in warehousing, they shall summon the last known receipt holder to remove the goods. 48.2 If the receipt holder fails to comply with the summons within 14 days, or if he is no longer in possession of the expired receipt, and does not indicate the holder of the expired receipt within 14 days, nor does the holder of the expired receipt present himself within such period, the warehousing company shall have the right to sell the goods covered by the expired receipt. 48.3 Prior to taking such action, the warehousing company shall publish it’s intention to sell goods for which an expired receipt is in circulation by inserting two announcements at intervals of at least 14 days in at least two daily newspapers each time, at least one of which appearing in the place where the warehousing company has it’s registered office, requesting the holder of the expired receipt to meet his obligations as yet, or notifying any persons having acquired the expired receipt. © EXPLECT B.V., 1995 All rights reserved. These conditions, or parts thereof, may not be reproduced, copied or published in any form or by any means without the written permission of EXPLECT B.V., The Netherlands. 20-20 48.4 If 14 days after the last announcement the receipt holder has not presented himself, or if he has presented himself but no agreement has been reached on the removal of the goods, the warehousing company shall be at liberty to sell the goods immediately. The sale shall take place in accordance with the provisions of section 29. Section 49 Commencement of period of extinction The period of prescription and extinction as referred to in section 30 shall, in case of total loss, commence at the end of the day on which the warehousing company informs the last known receipt holder of such loss or if he is no longer in possession of the receipt and no subsequent receipt holder has presented himself to the warehousing company, a week after the announcement of such loss in two daily newspapers, at least one of which appearing in the place where the warehousing company have their registered office. Section 50 Application of the provisions of this chapter 50.1 The provisions of this Chapter II shall exclusively apply to the legal relationship between the warehousing company and the receipt holder as such. 50.2 The moment the receipt holder for whatever reason surrenders the receipt to the warehousing company the provisions of the present Chapter II shall cease to apply. As from such moment the provisions of Chapter I, regulating the legal relationship between the warehousing company and the principal, shall apply provided always that the warehousing company may enforce all their rights under the receipt. EXPLECT B.V., Netherlands Association for Forwarding and Logistics PortCity II, Waalhaven Z.z. 19 3rd Floor, Portnumber 2235, 3089 JH Rotterdam P.O. Box 54200, 3008 JE Rotterdam