E-mail:

info@socar.com

Fax:

+31-320-228604

Phone:

+31-320-284800

Socar Group B.V.

Binnenhavenweg 7

8211 AA Lelystad

The Netherlands

Address:

Contact:

Socar is specialised in used cars and trucks, purchasing and selling of frozen food products to Africa, delivery of vans and trucks and worldwide shipment of cars, vans, trucks and containers.

About us:

General Conditions of Socar Talamiz Holland B.V.

 

Article 1 - Applicability

1.1 These general conditions shall apply to any form of service and/or acts to be performed by Socar Talamiz Holland B.V. as a shipping agent or otherwise. For truck selling we have separate conditions.

1.2 “Client” shall mean any individual or legal entity who has entered into or wishes to enter into an agreement with Socar Talamiz Holland B.V. and on whose behalf Socar Talamiz Holland B.V. performs services and/or factual acts.

1.3 Socar Talamiz Holland B.V. shall have the right to have the execution of the order or any related activities performed by third parties or with the assistance of employees of third parties. To the extent that such third parties, or their employees, are legally liable to Socar Talamiz Holland B.V.’s client, it has been stipulated on their behalf that, for the purposes of the activities for which Socar Talamiz Holland B.V. has engaged their services, they shall be deemed exclusively to be employed by Socar Talamiz Holland B.V. With respect to such third parties all stipulations regarding exclusion and limitation of liability, as well as with respect to the indemnification of Socar Talamiz Holland B.V. as set forth in these conditions, shall apply.

1.4 Nullification and/or nullity of any provision of these conditions shall not affect the remaining conditions. In the event of nullification and/or nullity of any provision, such provision shall be replaced by a provision which is in accordance with the old provision to the extent possible.

 

Article 2 - Conclusion of the agreement

2.1 All offers - including quotations, brochures and price lists - shall be without engagement and without any formal requirements, and may be revoked without any formal requirements, even after acceptance of the offer by the client. Any revocation after acceptance by the client shall not be delayed.

2.2 All prices offered and agreed shall be based on the fees, wages, costs of social measures and/or laws, freight and exchange rates as current at the time of the offer or at the time of entering into the agreement.

2.3 In the event of changes to any of such factors, also the prices offered or agreed shall be amended accordingly and with retroactive effect as of the time of such change. Socar Talamiz Holland B.V. must be able to demonstrate such changes. In such event the client shall have the right to rescind the agreement in writing. The client is hereby referred to the obligations set forth in Section 6:271 in conjunction with 6:272 of the Netherlands Civil Code.

 

Article 3

3.1 In the event that Socar Talamiz Holland B.V. charges all-in or fixed fees, such fees shall be deemed to include any costs which, in general, in the normal execution of the order, would be for the account of Socar Talamiz Holland B.V.

3.2 Unless a stipulation has been made to the contrary, all-in or fixed fees shall in any event not include: any taxes and levies, consulate and legalisation costs, costs of drawing up of bank guarantees and insurance premiums.

3.3 An additional remuneration - fairly to be established - may at all times be charged with respect to special performances, unusual, particularly time-consuming services or services requiring special efforts.

 

Article 4

4.1 In the event of insufficient loading and/or unloading time - irrespective of the cause - any resulting costs, such as demurrage, etc., shall be for the account of the client, even if Socar Talamiz Holland B.V. had accepted the consignment and/or the charter party as a result of which the additional costs have been incurred, without protest.

4.2 Any extraordinary expenses and higher wages as a result of transport companies proceeding to loading or unloading during evening or nighttime, on Saturdays, Sundays or holidays, pursuant to any provision of the relevant transportation documents, shall not be included in the agreed prices, unless stipulated separately. Such costs shall, therefore, be reimbursed to Socar Talamiz Holland B.V. by the client.

 

Article 5

5.1 Any insurance of any nature whatsoever shall be arranged for the account and risk of the client only upon explicit written instruction, clearly stating the risks to be insured. A mere quotation of the value shall not suffice.

5.2 In the event that Socar Talamiz Holland B.V. has taken out an insurance in its own name, it shall only be bound - upon request - to assign its claims against the insurer to the client.

5.3 Socar Talamiz Holland B.V. shall not be responsible for the choice of the insurer and its solvency.

5.4 If Socar Talamiz Holland B.V. uses sheers or similar tools in the execution of the order, it shall have the right to take out an insurance for the account of the client, covering the risks of Socar Talamiz Holland B.V. as a result of the use of such tools.

 

Article 6

6.1 The provision to Socar Talamiz Holland B.V. of information required for the compliance with any customs formalities shall constitute an instruction to do so, unless agreed otherwise in writing.

 

Article 7 - Performance of the agreement

7.1 In the absence of any specific instructions from the client in its order, the manner of shipment and the route shall be designated by Socar Talamiz Holland B.V., whereby the latter may at all times accept the documents which are common for the companies to be contracted by it for the execution of the order issued to it.

 

Article 8

8.1 The client shall ensure that the goods are available at the agreed place and time. In the absence thereof, Socar Talamiz Holland B.V. shall have the right to recover the damage from the client.

8.2 The client shall ensure that both the documents required for receipt and for shipment, as well as any instructions, are in the possession of Socar Talamiz Holland B.V. on time.

8.3 Socar Talamiz Holland B.V. shall have the right, but not the obligation, to check whether the specifications provided to it are correct and complete.

8.4 In the absence of any documents, Socar Talamiz Holland B.V. shall not be under any obligation to accept against guarantee. If Socar Talamiz Holland B.V. provides any guarantee, the client shall indemnify and hold it harmless against any consequences.

 

Article 9

9.1 Any manipulations, such as checking, sampling, taring, counting, weighing, measuring, etc. and receipt subject to appraisal by a court-appointed expert shall be performed only upon explicit instruction of the client against reimbursement of the costs.

9.2 Nonetheless, Socar Talamiz Holland B.V. shall have the right, but not the obligation, on its own authority, to take any such measures for the account and risk of the client which it may deem necessary on behalf of the client.

9.3 Socar Talamiz Holland B.V. shall not act as an expert. It shall not in any way be liable for any specifications with respect to the state, nature or quality of the goods; nor shall it accept any liability with respect to the shipment being in accordance with the sample.

 

Article 10

10.1 The addition of “approximately” shall give the client the freedom to deliver plus or minus 2.5%.

 

Article 11 - Liability

11.1 All acts and services shall be performed for the account and risk of the client.

11.2 Socar Talamiz Holland B.V. shall not be liable for any damage, unless the client demonstrates that such damage was caused by gross negligence or recklessness on the part of Socar Talamiz Holland B.V. and/or any of its subordinates. If the client is a natural person, not acting in pursuance of a profession or business, or any equivalent party, Socar Talamiz Holland B.V. shall be liable if the negligence is attributable to Socar Talamiz Holland B.V.

11.3 Socar Talamiz Holland B.V.’s liability shall in any event be limited to an amount of 4.550,- euro per event or series of events as a result of one and the same cause, provided that in the event of damage, reduction in value or loss of the goods covered by the order, its liability shall be limited to an amount of 0.50 euro per kilo of damaged or lost gross weight, to a maximum of 340,- euro per shipment.

11.4 Socar Talamiz Holland B.V.’s liability for damages to the client and any third parties shall in no event exceed 10 per cent, to a maximum of 4.550,- euro of the invoice value of the goods to be demonstrated by the client and, in the absence thereof, the market value as current at the time of occurrence of the damage, to be demonstrated by the client, not being a natural person, not acting in pursuance of a profession or business.

11.5 In no event shall Socar Talamiz Holland B.V. be liable for any lost profits, consequential damage or non- material damage.

11.6 In the event that during execution of the order any damage occurs for which Socar Talamiz Holland B.V. is not liable, Socar Talamiz Holland B.V. shall endeavour to recover the damage suffered by the client from the person liable for such damage. In such event Socar Talamiz Holland B.V. shall have the right to invoice the client for any costs incurred. Upon request, Socar Talamiz Holland B.V. shall, at the option of Socar Talamiz Holland B.V., assign to the client its claims against the third parties engaged by it in the execution of the order.

11.7 The client shall be liable to Socar Talamiz Holland B.V. for any damage as a result of the (nature of the) goods and the packing thereof, any incorrectness, inaccuracy or incompleteness of instructions and information, failure (timely) to make the goods available at the agreed time and place, as well as failure (timely) to provide any documents and/or instructions, and fault or negligence in general on the part of the client and its subordinates and any third parties engaged by it.

In particular, welding up of cars and/or other goods upon request of the client shall be performed entirely for the risk of the client.

11.8 The client shall indemnify and hold Socar Talamiz Holland B.V. harmless against any claims of third parties, including subordinates of both Socar Talamiz Holland B.V. and the client, related to the damage referred to in the foregoing paragraph.

11.9 Even if all-in or fixed fees have been agreed, Socar Talamiz Holland B.V., who does not perform transportation services itself, shall not be liable as a transporter, but only in accordance with these conditions.

 

Article 12

12.1 Force majeure shall mean any and all circumstances which Socar Talamiz Holland B.V. has not reasonably been able to avoid and the consequences of which Socar Talamiz Holland B.V. has not reasonably been able to prevent.

 

Article 13

13.1 In the event of force majeure the agreement shall remain in effect, however, the obligations of Socar Talamiz Holland B.V. shall be suspended for the duration of the situation of force majeure.

13.2 Any additional costs as a result of force majeure, such as costs of transportation and storage, rent of warehouse or premises, demurrage, insurance, forwarding, etc. shall be for the account of the client.

 

Article 14

14.1 A mere report by the client of a time of delivery shall not be binding on Socar Talamiz Holland B.V.

14.2 Times of arrival shall not be guaranteed by Socar Talamiz Holland B.V., unless agreed otherwise in writing.

 

Article 15

15.1 In the event of refusal by transporters to sign for storage of general cargo, weight, etc., Socar Talamiz Holland B.V. shall not be responsible for the consequences.

 

Article 16 - Statutory law

16.1 In the event that the goods are not delivered at the destination without delay in the state in which they have been made available, Socar Talamiz Holland B.V. - to the extent it performed a shipping agreement itself which it was to enter into with a third party - shall promptly notify the client who had notified it of the damage.

16.2 IntheeventthatSocarTalamizHollandB.V.failstogivenoticeasreferredtointheforegoingparagraph,itshall-if,as a result thereof, it has not been timely held liable as the transporter - be liable, in addition to compensation of any other damage suffered by the client as a result thereof, for damages equal to the damages which it should have had to pay, had it been timely held liable as the transporter.

16.3 If the goods are not delivered at the destination without delay in the state in which they have been made available,

Socar Talamiz Holland B.V. - to the extent it did not perform a shipping agreement itself which it was to enter into with a third party - shall promptly notify the client of the shipping agreements entered into by it in order to perform its obligations. Furthermore, it shall make available to the client all documents which are in its possession or which it can reasonably provide, at least to the extent they can serve to recover any damage suffered.

16.4 The client shall obtain towards the person with whom Socar Talamiz Holland B.V. has done business, as of the time when it makes it clear to Socar Talamiz Holland B.V. that it wishes to exercise them, the rights and authorities which it would have been entitled to had it entered into the agreement as the shipper itself. It may act in court in this respect, if it submits a statement to be issued by Socar Talamiz Holland B.V. - or, in the event of the latter’s bankruptcy, of its trustee - that it had entered into an agreement with Socar Talamiz Holland B.V. for transportation of the goods.

16.5 In the event of failure on the part of Socar Talamiz Holland B.V. to perform any obligation as referred to in paragraph 3, it shall be liable, in addition to compensation of any other damage suffered by the client, for damages equal to the damages which the client could have recovered from it had it performed the agreement entered into by it itself, after deduction of any damages which the client may have recovered from the transporter.

 

Article 17

17.1 The client shall pay any freight, duties, fees, etc., to Socar Talamiz Holland B.V. cash on documents. The risk of any fluctuations in exchange rates shall be for the account of the client.

17.2 In the event that, in contravention to the provision of paragraph 1 of this article, Socar Talamiz Holland B.V. applies a term of credit allowed, which may be granted only in writing, it shall in no event exceed a period of fourteen days.

17.3 In the event that the client fails promptly after statement or after expiration of the term of credit allowed to pay the amounts due, Socar Talamiz Holland B.V. shall have the right to charge interest equal to 1% (one per cent) per month. 17.4 Pursuant to the agreement with Socar Talamiz Holland B.V. the client shall, upon first request of Socar Talamiz Holland B.V., provide security for the amounts due or to be due by the client to Socar Talamiz Holland B.V.

17.5 Socar Talamiz Holland B.V. shall not be under any obligation to provide security for payment of freight, duties and/or other costs, if required, from its own funds. Any consequences of failure (promptly) to comply with any obligation to provide security shall be for the account of the client. If Socar Talamiz Holland B.V. has provided security from its own funds, it shall have the right to claim prompt payment by the client of the amount for which security has been provided. 17.6 The client shall at all times reimburse to Socar Talamiz Holland B.V. any amounts to be collected or to be additionally assessed by any government in respect of the order, as well as any penalties imposed in connection therewith.

17.7 The client shall at all times reimburse to Socar Talamiz Holland B.V. any amounts to be collected from Socar Talamiz Holland B.V. or to be additionally assessed as a result of any incorrectly withheld freight and costs.

17.8 The client shall not have the right to set off any claims it may have against Socar Talamiz Holland B.V. against any amounts charged to the client by Socar Talamiz Holland B.V. pursuant to any current agreement between them.

 

Article 18

18.1 Any payments on account shall in the first instance go to reduce any unsecured debts, irrespective of any

instructions to the contrary accompanying payment.

18.2 If, in the event of non-timely payment, collection proceedings are initiated in or out of court, the amount of the claim shall be increased by 10% accounting costs, while the judicial and extrajudicial costs shall be for the account of the client until the amount paid or due by Socar Talamiz Holland B.V.

 

Article 19

19.1 Socar Talamiz Holland B.V. shall have the right to retain goods, documents and sums of money for the account and risk of the client and/or the owner, until its claims have been paid or, in the event of forwarding of the goods, to state the amount due or to draw a bill with attached shipping documents in respect of such amount.

19.2 All goods, documents and sums of money which are or will be in the possession of Socar Talamiz Holland B.V., on any ground or for any destination whatsoever, shall serve as security for all claims which it may at any time have against the client or the owner.

19.3 Socar Talamiz Holland B.V. may also exercise the rights granted to it in paragraphs 1 and 2 with respect to any claims it may have against the client with respect to previous orders.

19.4 Socar Talamiz Holland B.V. shall have the right also to exercise the rights granted to it in paragraphs 1 and 2 with respect to what is due with respect to the goods as reimbursement.

19.5 In the event that the claim is not paid, the security provided shall be sold in accordance with the statutory regulations or - if parties so agree - by private sale.

 

Article 20 - Special provisions with respect to storage of goods

20.1 If, in the event of storage of cars and/or other goods on any of the premises controlled by Socar Talamiz Holland B.V., the agreed term of storage is exceeded, an amount of 1.50 euro (in words; one euro and fifty cents) shall be due by the client for each day that the term is exceeded, irrespective of the party responsible for the storage term being exceeded.

20.2 The client shall thereby accept that the right to retention of title as set forth in Section 8:69 of the Netherlands Civil Code be invoked against it as further security for payment of all amounts due by the client to Socar Talamiz Holland B.V. pursuant to the agreement at the time of the storage of goods or at any other time, if and as soon as the client is in default.

20.3 Putting or having the goods put at the disposal of Socar Talamiz Holland B.V. shall constitute a pledge vested in such goods by the client as security for any amounts which at any time may be due by it to Socar Talamiz Holland B.V.

 

Article 21 - Disputes

21.1 If the client has no known residence or office in the Netherlands, any disputes which may arise as a result of this

agreement shall be submitted to the exclusive jurisdiction of the District Court in Zwolle, having its sessions in Lelystad.

 

Article 22 - Final provisions

22.1 Socar Talamiz Holland B.V. shall not conduct any court or arbitral proceedings against any third party, unless it agrees to do so upon request and for the account and risk of the client.

22.2 The address details as provided by the client are correct and may be deemed to be correct by Socar Talamiz Holland B.V., until the client notifies Socar Talamiz Holland B.V. in writing of any changes thereto.

22.3 In accordance with the law, any claim against Socar Talamiz Holland B.V. shall expire by the mere expiration of a General Conditions of Socar Talamiz Holland B.V. term of twelve months.

Shipping Terms and Conditions: