General Terms and Conditions Mervielde Group

Title I: General

Article 1: Scope of application

These terms and conditions govern all business relationships between the Mervielde Group and its contracting parties, irrespective of whether the specific contracting party is an economic operator or a private individual.

The Mervielde Group comprises

Mervielde nv
Transport Van Heesvelde nv
P. Vereecke en Zonen nv

Hereinafter individually referred to as the Contractor.

Unless expressly acknowledged by the Mervielde Group, these terms and conditions shall take precedence over any other terms and conditions of the contracting parties.

The inapplicability of one or more provisions of these terms and conditions shall not affect the applicability of the other provisions. Both parties shall immediately take the steps required to replace the relevant provision with a valid provision that approximates the original intention of the parties.

Article 2: Capacity of the Contractor

Depending on the specific services ordered by a Contractor, one or more of the titles of these general terms and conditions shall apply.

Title I shall apply at all times.

Title II shall apply insofar as the Contractor acts as a carrier vis-à-vis its client. The Contractor shall be deemed to be acting as a carrier to the extent that it has undertaken to perform the carriage contract.

Title III shall apply where the Contractor is required to retain possession of any goods, whether before or after transport, or independently of any transport.

Title IV shall apply insofar as the Contractor acts as a forwarding agent on behalf of its client or performs customs operations on its behalf.

Title V shall apply insofar as the Contractor carries out tank cleaning operations.

Where several titles apply simultaneously to the order executed by the Client, the most favourable article for the Contractor shall apply, if different articles govern the same material.

Article 3: Securities, pledges and rights of retention

The Contractor shall at all times be entitled to request payment guarantees or advances and to suspend the performance of the order until such guarantees or advances have been received.
The Contractor shall be entitled to exercise a right of pledge and/or retention on all materials and/or goods that it ships, transports, stores or has in its custody in any manner, to cover all amounts its client is or shall be due to the Contractor for any reason whatsoever.
These rights extend to the principal sum, interest, the penalty clause and any costs.
Where these rights have been exercised and the goods have been released by the Contractor but have not been collected by the contracting party or no further agreements have been made in this regard within 90 days of release, the Contractor shall be entitled to sell these goods in any manner whatsoever.
Insofar as the amounts due are fixed and not disputed, these rights shall cease to exist once the Contractor has been fully compensated, or once the contracting party has provided sufficient security for the full amount to be compensated.
Where the rights are disputed or cannot be accurately estimated, these rights shall cease to exist once the contracting party has provided sufficient security for the amount claimed by the Contractor and the contracting party has undertaken to pay the amounts claimed within a certain period of time, once these have been determined.

Article 4: Set-off

Notwithstanding any insolvency, debt assignment or any form of attachment and notwithstanding any concurrence, the Contractor shall be entitled to apply set-off or novation for its payment obligations vis-à-vis its creditors or contracting parties, or the obligations of the creditors or contracting parties vis-à-vis the Contractor. This right shall not be affected in any manner by the notification or service of an insolvency, debt assignment or any form of attachment or any concurrence.
Insofar as necessary, Article 1295 of the Belgian Civil Code does not apply pursuant to Article 14 of the Act of 15 December 2004 on financial collateral arrangements.
The obligations referred to in the first paragraph shall be understood as any obligation and any liability of a party vis-à-vis the other party, either on a contractual or an extra-contractual basis, whether pecuniary or otherwise, including but not limited to: payment and delivery obligations, any debt, any obligation arising from a guarantee, any obligation to give or keep a collateral and any other obligation or requirement.
If a contracting party of the Contractor wishes to call upon the services of a factor, said party shall have the obligation to inform this factor about the existence of the right to set-off or novation. The contracting party undertakes to indemnify the Contractor against any claim submitted by the factor that relates to set-off or novation.

Article 5: Dissolution

If confidence in the creditworthiness of the contracting party is undermined by a court decision against the contracting party and/or other demonstrable events that call into question and/or render impossible confidence in the proper performance of the obligations entered into by the contracting party, the Contractor shall reserve the right, even after partial performance of the contract, to suspend the entire contract or part thereof in order to obtain adequate security from the contracting party. If the contracting party refuses to comply, the Contractor shall be entitled to cancel the order in whole or in part, without prejudice to any rights to compensation and interest on the part of the Contractor.
It shall always be considered a breach of trust if the contracting party invokes the provisions of Article XX.39 et seq. of the Belgian Code of Economic Law (WER) or a similar provision in the applicable national law, or if the contracting party files for bankruptcy or is declared bankrupt.
All amounts outstanding at the time of bankruptcy shall become immediately due and payable, and subject to Article 4 of this title.
To the extent that the Contractor has undertaken any fiduciary transfer of ownership to the party declared bankrupt or to the party relying on the Act of 30 January 2009 on the continuity of enterprises, this transfer of ownership shall be terminated at the Contractor’s first request and shall be paid in full, whereby Article 4 of this title can be applied.

Article 6: Terms of payment

Unless expressly agreed otherwise in writing by the parties, invoices shall always be payable to the Contractor's account no later than on the due date stated on the invoice, without discount.
The contracting party shall be obliged to pay the agreed price, even if it requests the Contractor to collect the price from a third party.
Losses resulting from exchange rate fluctuations shall be borne by the Contractor's contracting party.
Payments not allocated to any debt by the contracting party may be freely deducted by the Contractor from the amount the customer owes the freight forwarder.
The contracting party waives any right to rely on any circumstance under which it would be entitled to suspend its payment obligations in whole or in part and waives any set-off with respect to all amounts charged by the Contractor.
In case of non-payment of an invoice by its due date, and without notice of default being required, the outstanding amount shall automatically accrue interest at the rate provided for in the Act of 2 August 2002, on combating late payment in commercial transactions.
If interest as referred to in the previous paragraph is due, the Contractor shall automatically and without notice of default be entitled to payment of a fixed compensation amounting to at least 10% of the amount which remains unpaid by the contracting party. Such reasonable compensation of 10% shall not preclude any compensation for legal costs or any other demonstrated collection costs (e.g., the costs of a reminder, a bailiff, or a lawyer).
In case of non-payment of an invoice by its due date, all outstanding invoices shall also automatically and without notice of default become immediately and fully due and payable.
If the contracting party has any comments for any reason with respect to an invoice or any other document issued by the Contractor, this will only be admissible if the contracting party forwards the comment to the Contractor by registered mail within 8 days of dispatch of the invoice or document.

Article 7: Orders

Where the scheduling of any activities is entrusted to the Contractor , all orders must be communicated to the Contractor by email at least 72 hours in advance, unless otherwise agreed in writing.
If orders are communicated 72 hours or less prior to shipment/transport/storage, the Contractor cannot be held liable for any resulting damages, unless otherwise agreed in writing.
The Client shall be obliged, by means of written orders, to provide sufficient information regarding the activity to be scheduled.
If this information proves to be incorrect or incomplete, the Contractor shall not be liable for any resulting damages. To the extent that the Contractor suffers damages as a result of such incorrect or incomplete information, the Client shall be bound to compensate the Contractor in full.

Article 8: Confidentiality

The Contractor and all contracting parties shall undertake to maintain strict confidentiality towards third parties regarding the entire content of agreements concluded between them, as well as with respect to information obtained within the scope of the agreement concluded with the other party, with the exception of information that must be provided to competent government agencies pursuant to a legal obligation and with the exception of information exchange with third parties in the normal course of business. Neither party shall use the logo, trademark or trade name of the other party without prior written consent. The party providing the information shall remain the owner of the information and no right (of use), title or share in the information, including intellectual property, shall be granted to the other party.
Within the scope of this confidentiality clause, all parties shall impose obligations on their appointees, legal successors, authorised representatives, affiliated companies and, in general, any third party they have a relationship with in any form and whom they would share the confidential information with for any reason whatsoever.
In the event of non-compliance with this confidentiality clause, an expert shall be appointed by the competent court at the request of one of the parties and in the absence of an agreement in this respect between them. This expert shall be tasked with determining the losses resulting from the breach of confidentiality. The expert's decision shall be final and binding on the parties.

Article 9: Choice of law and jurisdiction

In the event of any dispute, the courts of the judicial district where the Contractor has its registered office shall have jurisdiction. Belgian law shall apply in all cases.

Article 10: Translation

The Dutch version of these terms and conditions is the original text and shall prevail over any translation thereof in the event of any conflict or difference in interpretation.

Title II: Transport

Article 1: Scope

Without prejudice to any provision of mandatory law, the mandatory provisions of the CMR Convention shall apply to every transport order and its execution, irrespective of whether it concerns national or international, ordinary, heavy or exceptional transport.

When the Contractor acts as a carrier or freight forwarder on behalf of its client, these general conditions of carriage shall also apply to every transport order and its execution, unless otherwise agreed in writing, as well as the provisions of the following contractual documents:

The consignment note, drawn up in accordance with the provisions of the CMR Convention

Where applicable, the order confirmation

Where applicable, the quotation(s) with appendix/appendices

Any conditions of carriage and regulations of the Client, the consignor or the consignee that differ from these terms and conditions shall not apply unless expressly accepted in writing.

The Client shall undertake to ensure that its contractors, the shipper and the consignee are aware of and agree to these terms and conditions, failing which it shall reimburse the Contractor for all costs and indemnify it against any possible claims.

Where these terms and conditions do not provide, the General Terms and Conditions for Road Transport UPTR-FEBETRA-TLV shall apply, whereby in the event of any conflict between the said documents and these terms and conditions, the latter shall prevail.

A temporary deviation from the implementation of the clauses of these terms and conditions between the Contractor and a Client shall by no means be interpreted as an amendment or renewal of these clauses, so that their provisions shall remain valid at all times.

The Contractor's failure to exercise any right or remedy granted to it in these terms and conditions shall never be interpreted as a waiver of that right or remedy.

Article 2: Definitions

The “Contractor”:

Mervielde NV, having its registered office at Monumentstraat 13, 9940 Ertvelde, with company number 0421.064.033.

Transport Van Heesvelde NV, having its registered office at Monumentstraat 13, 9940 Ertvelde, with company number 0458.184.844

P. Vereecke en Zonen NV, having its registered office at Baron Van Loolaan 16, 9940 Evergem, with company number 0401.057.485

“Quotation”: any offer or document issued by the Contractor specifying services and/or prices, in any form whatsoever.

“Order confirmation”: document issued by the Contractor confirming either the quotation accepted by the Client or the Client's transport order.

“Goods”: the goods to be transported.

“Client”: the party instructing the Contractor to transport goods.

“Consignor”: this is deemed to be the same as the Client, unless the Client

has reported that the work is being carried out on behalf of a third party.

“Consignee”: the person to whom the Contractor must deliver the goods pursuant to the order.

“Freight fee”: the remuneration given by a carrier on the basis of the initial information provided by the Client or the price adjusted by the Contractor on the basis of weight differences.

“Threshold”: the actual and physical entrance to the business premises of the Client, shipper or consignee, whether or not demarcated and/or indicated by signs, fences, gates or other materials used to demarcate premises.

“Working days": all calendar days, excluding Saturdays, Sundays, and

all official public holidays in Belgium.
“Loading point": the place where the goods or a container must be collected by the Contractor or a carrier acting on behalf of the Contractor and/or where they are loaded by a third party.
“Unloading point": the place where the goods or a container must be delivered by the Contractor or a carrier acting on behalf of the Contractor and/or where they are unloaded by a third party.

"Shipper": the consignor's authorised representative who, in the name and on behalf of the consignor, hands over the goods or a container to the Contractor or a carrier acting on behalf of the Contractor.

"Unloader": the company authorised by the consignee to accept the goods or a container on behalf of the consignee.

"Depot": assembly point for empty containers, where the Contractor or the carrier acting on behalf of the Contractor or the carrier, either under their own management or on behalf of the consignor, must collect and/or deliver containers as part of the agreed carriage.

“Said to contain”: an exoneration clause indicating that the carrier is unable to inspect the nature/quantity/internal condition of the goods.

"Tanker": a vehicle and/or tank trailer, whether or not designed to transport liquids, gases, powdery or granular substances, and fitted with one or more tanks, as well as accessories provided by the carrier, including loading and unloading equipment.

“Damage": damage, destruction, complete or partial loss, or loss of the goods

other than loss caused by calibration discrepancies within tolerances.

“Contamination": mixing and/or contamination with a foreign substance.

"Loading time": the period between the agreed time at which the tanker/lorry is presented to the consignor or the collection address and the time at which the tanker/lorry is released for departure by the consignor or the collection address.

"Unloading time": the period from the agreed time at which the tanker/lorry is presented to the consignee or delivery address until the moment at which the tanker/lorry is released for departure by the consignee or delivery address.

“CMR”: the Convention on the Contract for the International Carriage of Goods by Road of 19 May 1956, the Protocol to the Convention on the Contract for the International Carriage of Goods by Road of 5 July 1978, and the Belgian Law concerning the Carriage of Goods by Road of 15 July 2013, including amendments.

“General terms and conditions for road transport”: the general terms and conditions for road transport as drawn up by the professional federations UPTR-TLV-FEBETRA.

Article 3: Quotations

Quotations are merely an invitation to place an order, unless otherwise stated in writing. They do not constitute an acceptance of an order or an obligation.
Unless otherwise agreed in writing, quotations for transport services shall be valid for one month from the date of issue.
In the event of changes in costs due to factors beyond its control, the Contractor reserves the right to adjust the rates offered in the interim.
Verbal orders shall only be considered definitively accepted if confirmed in writing within 24 hours or if they have been carried out by the Contractor.

Article 4: Transport orders

Transport orders must be issued in writing. Telephone orders shall only be considered final following written confirmation and express acceptance by the Contractor.

Transport orders shall be as complete as possible and, in addition to the legally required information, must contain at least the following information: the container type and number – if known at the time of booking – the PIN code, the customs status, the seal number, the quay, the terminal or depot, a description of the nature of the goods, their weight, the number of packages, any special characteristics, such as an asymmetric centre of gravity, a highly fragile element of the material, the specific load-bearing points, the hazardous materials, the date by which the container must be returned free of charge, and any additional instructions.

Special characteristics, such as an asymmetrical centre of gravity, a highly fragile element of the material, specific load-bearing points, hazardous products, shall always be specified. They must be provided to the Contractor sufficiently in advance in order to be able to carry out the order as requested.

If the vehicle used by the Contractor proves unsuitable due to the Client having provided incorrect or incomplete information, the related cost shall be borne in full by the Client.

In the event of cancellation of an order:
- after 14:00 hours on the day before: the contracting party shall owe 75% of the agreed freight fee and all costs already incurred by the Contractor, unless otherwise agreed in writing.
- on the day of the journey: the contracting party shall owe 100% of the agreed freight fee and all costs already incurred by the Contractor, unless otherwise agreed in writing.

Article 5: Obligations of the Consignor/Shipper

1. Information obligations

General

The consignor shall be obliged to enclose with the freight, in good time, all documents that must accompany the goods by virtue of the law or regulatory provisions, or which are required for the proper performance of the carriage. If the Contractor does not receive the said documents, it reserves the right to cancel the carriage, with the right to compensation in accordance with Article 4.5 of these terms and conditions.

If the failure to provide the required documents or delayed provision thereof results in any liability on the part of the Contractor towards third parties, for whatever reason, the consignor shall be bound to indemnify the Contractor for all damage and costs arising therefrom, irrespective of the Contractor's decision to cancel the carriage or not. The Contractor or, where applicable, the appointed carrier shall not, under any circumstances, be liable for incorrect or incomplete information on the transport documents, including, but not limited to, the correct quantity and weight.

All costs, liabilities and damages that may arise therefrom shall be borne exclusively by the consignor, from whom they may be recovered.

The driver must be provided with al copies of the CMR consignment note, allowing him to make reservations and/or comments.

Transport of tankers and tank containers

The consignor shall ensure that the Contractor has access to the information contained in the CMR consignment note in advance and, in any case, at least:

information relating to the (technical) loading and unloading facilities and other circumstances relevant to loading and unloading at the consignor's and consignee's premises;

information relating to the nature, behaviour, and handling of the goods carried;

information relating to the desired condition of the tanker and its accessories;

information required by law;

The Safety Data Sheet of the product to be carried.

2. Tank container transport

The consignor/shipper shall ensure that the Contractor has prior access to the information contained in the CMR consignment note and in good time, and at least the following information:

container type and number;

PIN code, customs status, seal number, quay, terminal, or depot;

the date on which the container must be delivered;

any additional instructions;

a statement specifying the weight of the container(s) to be transported and its/their cargo;

the Safety Data Sheet of the product to be carried.

3. Loading and unloading point requirements

The consignor shall ensure unimpeded and safe access for the Contractor, the appointed carrier or subcontractor to the loading and unloading point, irrespective of whether the consignor is also the shipper or consignee. The consignor guarantees that the loading and unloading point is safe, suitable and accessible and passable at all times for the equipment required for the handling and transport of the goods, even in the event of high ground pressures. For example, the surface of the unloading point must be able to withstand a minimum axle load of 12 tonnes. The consignor shall ensure that the working conditions at the loading and unloading point, in particular with regard to health and safety, are adequate and fully compliant with applicable laws and regulations.

This includes, but is not limited to, the following:

the loading and unloading point must be level, spacious and sufficiently paved;

when loading a night transport, the driver shall be assigned a safe place where they can wait until the transport can or may depart. Neither the Contractor nor the appointed carrier or subcontractor shall be obliged to carry out a prior inspection of the condition of the loading and unloading point, and such an inspection, if it is carried out, shall not relieve the consignor from its liability in connection with the poor condition of the loading or unloading point. All costs or damage incurred by the Contractor, the appointed carrier or subcontractor resulting from the unsuitability of the loading or unloading point, for example where loading and/or unloading proves impossible, including any standstill time of the vehicle, shall be reimbursed by the consignor.

Movement of the vehicle within and parking of the vehicle for the purpose of loading or unloading on the premises of the consignor, shipper or consignee shall be carried out entirely on the instructions and under the responsibility of these parties. However, the Contractor or the appointed carrier may object to these instructions and, if necessary, refuse to load and/or unload if, in its opinion, the local conditions, the driver, their vehicle or the goods are at risk.

If no authorised person is present at the agreed time of delivery, the Contractor or the appointed carrier shall be instructed to unload the goods to be delivered on site, following which the delivery shall be communicated by the Contractor or the appointed carrier in any manner whatsoever to the consignor for transport, and the latter shall be deemed to have accepted this delivery without reservation.

4. Requirements with respect to the goods, their condition and loading and unloading

General

The consignor/shipper shall make the goods to be carried available for carriage at the agreed loading point at the agreed time.

Unless otherwise agreed in writing, the parties expressly agree that loading and unloading shall be carried out by the consignor or the consignee, respectively. To the extent that the driver is requested by the consignor or the consignee to perform these actions, this shall be done under the express supervision, control, and responsibility of the consignor/shipper or the consignee, respectively. The Contractor shall not be liable for any damage caused by and/or arising during loading and unloading operations.

Unless the consignor/shipper has expressly requested that the gross weight of the cargo be verified within the meaning of Article 8, paragraph 3, of the CMR Convention, the consignor/shipper shall remain responsible for any transshipment, even transshipment per axle, that occurs during transport. The consignor/shipper shall reimburse all resulting costs incurred, including damage caused by standstill of the vehicle and any fines or other legal costs that may result therefrom.

Tank transport by tanker or tank container

The consignor/shipper must visually inspect the tank(s) and any accessories suitable for the transport in question before loading commences. At the request of the consignor/shipper, the Contractor or the appointed carrier shall provide the consignor/shipper with a tank cleaning certificate. The subsequent granting of loading permission by the consignor/shipper implies that the consignor accepts the condition and state of the tank without reservation.

If it has been agreed that, given the nature of the goods to be transported and that of the previous load, a cleaning certificate is not required and a certificate of a previous load is sufficient, this shall be understood to mean that the consignor accepts the condition and state of the tank without reservation.

The consignor/shipper shall be solely responsible for operating the loading and unloading facilities and for loading the correct quantity, taking into account the capacity of the tanker and/or container, of the correct product from the correct land tank.

For unloading the transported goods, the consignor/consignee must provide the correct tank with sufficient capacity to completely unload the cargo from the tanker or tank container. The Contractor or the appointed carrier shall not be obliged to verify such capacity for unloading and cannot be held liable for any damage or costs resulting from such insufficient capacity. The consignor shall reimburse the Contractor for all costs if any remaining cargo needs to be transported again and/or unloaded elsewhere, unless otherwise agreed in writing.

5. Other provisions

If, as a result of the performance of the order, a guarantee must be issued in favour of any third party, this shall be done by the consignor, at its own risk and expense.
The consignor shall be responsible for submitting and discharging customs documents, be it for imports as for exports. The Contractor or the appointed carrier shall not assume responsibility for submitting and discharging customs documents. The Contractor or the appointed carrier cannot be held responsible if the documents are not available at the quay. In the event that the customs administration establishes an infringement involving the Contractor or the appointed carrier, the consignor shall immediately contact the Contractor and provide all information, allowing the Contractor or the appointed carrier, where appropriate, to fully exercise their rights of defence before the relevant customs administration. If the consignor nevertheless were to enter into an amicable settlement with the customs administration in disregard of the above-mentioned rights of the Contractor or the carrier, the financial and other consequences can subsequently not be charged to the Contractor or the appointed carrier.

Article 6: Instructions

The Contractor's appointees cannot accept any instruction or declaration that binds the Contractor beyond the limits stipulated with respect to:

the value of the goods to be used as a reference in the event of total or partial loss, or damage (Articles 23 and 25 of the CMR Convention);
delivery deadlines (Article 19 of the CMR Convention)

the cash on delivery instructions (Article 21 21 of the CMR Convention)

a special value (Article 24 of the CMR Convention) or a special interest in delivery (Article 26 of the CMR Convention). -instructions or declarations relating to hazardous goods (ADR) or goods that are the subject of specific regulations.

Article 7: Standstill times

The Contractor shall be entitled to compensation for the standstill times of the road vehicle.
Unless otherwise agreed, it is assumed that the carrier will bear the costs of two hours of loading and two hours of unloading, calculated based on the Contractor's on-board computers, unless otherwise agreed in writing.
Beyond these two hours, the Contractor shall be entitled to compensation for all costs resulting from this additional standstill time. This compensation is calculated per 15-minute period, unless otherwise agreed in writing.
Furthermore, the Contractor shall be entitled to compensation for all costs resulting from other standstill times which, taking into account the circumstances of the transport, exceed the customary standstill time.

Article 8: Carrier Liability

The carrier shall only be liable for damage to the goods carried in accordance with the applicable provisions of the CMR Convention.
If, during transport, other goods in the care of the consignor, loader or consignee, but not the goods to be carried, are damaged, the carrier shall only be liable for the damage attributable to its fault or neglect. In any event, and except in cases of intent, the extent of its liability for damage to goods other than those to be carried shall be limited to a maximum of 8.33 STR per claim for each gross kg of the transported cargo.

Article 9: Licences

If the Contractor is required to apply for any permit in the context of arranging transport, it shall always act in the name and on behalf of the Client. Therefore, the Contractor shall only enter into an obligation of means.

Article 10: Freight fee and transport costs

Unless otherwise agreed by the Contractor, the quoted prices shall include cleaning costs, motorway tolls, ferry costs, two hours of loading and two hours of unloading, but exclude any other costs and fuel surcharges, which will be the subject of a separate agreement between the parties. The rates are expressed in euros and are exclusive of VAT.
If, following the conclusion of the agreement with the consignor, taxes, charges, levies, excise duties, customs duties, clearance costs, motorway tolls, ferry costs, fuel surcharges at home or abroad are introduced or increased, or exchange rate changes cause the cost price for the Contractor to increase, the latter shall be entitled to increase the price charged in proportion to such increase.
The consignor shall be obliged to pay the freight fee and transport costs, even if it requests the Contractor to collect these from the consignee. In the latter case, the consignor and consignee shall be jointly and severally liable for payment.

Article 11: Hazardous goods

In the event of collection of a container, tank container or tanker with hazardous goods at a terminal or depot, the Contractor must receive all information as required in advance from the consignor, ensuring that the description on the CMR, labels, signage, etc. comply with the ADR treaty.
In the event of delivery of a container or tank container with hazardous goods to a terminal or depot, the consignor or his designated shipper must ensure that the description on the CMR consignment note, the labels, the signage and suchlike comply with the ADR treaty.

Title III: Storage and handling of goods

Article 1: Scope

These general terms and conditions of logistics of the Contractor shall apply, unless otherwise agreed in writing, whenever the Contractor is required to retain possession of any goods, whether before or after transport, or independently of any transport, as well as from the moment the Contractor acts as a logistics service provider and, in that capacity, performs one or more of the following non-exhaustive list of activities: receipt, entry into storage, storage, removal from storage, inventory management, order processing, preparation for shipment, invoicing, with respect to goods, as well as the related exchange of information and its management, customs orders, transport and forwarding.

Any conditions and regulations of the Client, the consignor or the consignee that differ from these terms and conditions shall not apply unless expressly accepted in writing.

Where these terms and conditions do not provide, the General Logistics Terms and Conditions UPTR-FEBETRA-TLV-KVBG-VLV and/or the General Belgian Forwarding Terms and Conditions shall apply, whereby in the event of any conflict between the said documents and these terms and conditions, the latter shall prevail.

The Contractor's failure to exercise any right or remedy granted to it in these terms and conditions shall never be interpreted as a waiver of that right or remedy.

Article 2: Definitions

The “Contractor”:

Mervielde NV, having its registered office at Monumentstraat 13, 9940 Ertvelde, with company number 0421.064.033.

Transport Van Heesvelde NV, having its registered office at Monumentstraat 13, 9940 Ertvelde, with company number 0458.184.844

P. Vereecke en Zonen NV, having its registered office at Baron Van Loolaan 16, 9940 Evergem, with company number 0401.057.485

“Quotation”: any offer or document issued by the Contractor specifying services and/or prices, in any form whatsoever.

“Order confirmation”: document issued by the Contractor confirming either the quotation accepted by the Client or the Client's logistics order.

“Goods”: the goods to be handled or traded.

"Client" shall mean the party that instructs the Contractor to carry out a logistics order.

“Working days": all calendar days, excluding Saturdays, Sundays, and

all official public holidays in Belgium.

"Shipper": the consignor's authorised representative.

“Consignor”: this shall be deemed to be the same as the Client, unless the Client has reported that the work is being carried out on behalf of a third party.

“Consignee”: the person to whom the Contractor must deliver the goods pursuant to the order.

“Logistics service agreement”: the agreement whereby the Contractor undertakes to provide Logistics Services to the Client.

“Logistics services”: all agreed services of any nature whatsoever relating to the handling and distribution of goods, including but not limited to receipt, entry into storage, storage, removal from storage, inventory management, order processing, preparation for dispatch, invoicing, with respect to goods, as well as the related exchange of information and its management, customs orders, transport and forwarding. Under no circumstances shall this be understood to include tax representation.

“Logistics centre”: the space(s) where the logistics services are provided.

“Logistics service provider”: the Contractor who enters into the agreement with the Client and provides logistics services on that basis.

“Additional work”: agreed work that was not agreed upon

when entering into the original agreement for Logistics Services.

“Receipt’: the moment at which the Contractor, as a logistics service provider, takes delivery of the goods, whereby reservations may be made if necessary, and following which they remain under the care and management of the Contractor as a logistics service provider.

“Delivery”: the moment at which the consignee takes delivery of the goods, subject to any reservations that may be made, following which they no longer remain under the care and

management of the Contractor as a logistics service provider.

“Stock difference”: an unexplained difference between the physical stock and the stock as it should be according to the stock records of the Contractor as a logistics service provider, subject to evidence to the contrary by the Client.

“Forwarding Conditions”: the General Belgian Forwarding Conditions as drawn up by the National Confederation of Forwarding Agents of Belgium VZW and published in the Annexes to the Belgian Official Gazette of 24 June 2005 under number 0090237.

“General Logistics Terms and Conditions”: the terms and conditions drawn up by the professional federations UPTR-FEBETRA-TLV-KVBG-VLV, filed with the Registry of the Chamber of Commerce and Industry of Antwerp and Waasland on 9 October 2015.

“ABAS-KVBG terms and conditions”: the general terms and conditions for goods handling and related activities at the port of Antwerp.

Article 3: Quotations

Quotations are merely an invitation to place an order, unless otherwise stated in writing. They do not constitute an acceptance of an order or an obligation.
Unless otherwise agreed in writing, quotations for logistics services shall be valid for one month from the date of issue.
In the event of changes in costs due to factors beyond its control, the Contractor reserves the right to adjust the rates offered in the interim.
Verbal orders shall only be considered definitively accepted if confirmed in writing within 24 hours or if they have been carried out by the Contractor.

Article 4: Obligations of the Client

At the latest at the commencement of the work, services or activities, the Client shall, in a timely manner:

provide the Contractor in writing with all information relating to the goods and their handling, which the Client knows or ought to know is important for the performance of the logistics services. For example, the Client shall provide (not exhaustive): type, quantity, weight, product information, condition and hazard class (explosive, flammable, oxidising, corrosive, toxic, radioactive, pressure-sensitive, etc.), material identification number(s), packaging group, packaging characteristics, and any specific cargo securing pattern preferred by the Client;

provide, in the form preferred by the Contractor, all information the Contractor requires for the correct performance of the agreement;

provide all instructions and restrictions regarding the protection, handling, or storage of the goods and the performance of the order in general (flash point, freezing point, solidification point, product temperature, dew point, discolouration, moisture tolerance, polymerisation, etc.).

provide the Safety Data Sheet of the product to be carried.

The Contractor's quotations shall include, inter alia:

the method and timeframe for booking incoming and outgoing shipments;
the opening hours of the warehouses;

In the absence of such information, the following rules shall apply:

Incoming and outgoing shipments must be booked through the slot booking system, unless otherwise agreed in writing;

Unloading of incoming shipments and loading of outgoing shipments must be requested no later than 48 hours prior to the said operation, unless otherwise agreed in writing.

The opening hours of the warehouses are: 08:00 to 12:00 hours and 13:00 to 17:00 hours.

With respect to hazardous goods, the Client shall be bound to provide or communicate to the Contractor all documents and instructions as stated in the relevant conventions and regulations, such as ADR, ADNR, IMDG, MSDS sheets, etc. The Client guarantees that the goods comply with the REACH regulations as set out in EU Regulation No. 1907/2006 of 18 December 2006 on the registration, evaluation, authorisation and restriction of chemicals.

The Client guarantees the accuracy, completeness, and reliability of the data and documents provided to the Contractor, originating from the Client or from third parties (such as the product registration number as provided by the European Chemicals Agency).

The Contractor shall have the right to suspend the performance of the agreement until the Client has fulfilled the aforementioned obligations.

If performance of the work is delayed or cannot be properly carried out due to the failure to provide the agreed goods, data and/or documents on time or properly, the resulting additional costs and damages shall be borne by the Client.

The Client shall be responsible for any damage to the environment, damage or personal injury suffered by the Contractor, its appointees, staff or any subcontractors resulting from incomplete, incorrect or unreliable information with respect to the nature of the goods.

The Client shall be obliged to inform the Contractor of any permits that may be required for the performance of its activities.

The Client must make the agreed goods available to the Contractor at the agreed place, time and manner, at least packed in suitable, sufficient and transport-safe packaging, furnished with an accompanying document and all other documents required by law on the part of the Client, unless the parties have agreed otherwise in writing.

In addition to the agreed price for the logistics services within the specified payment term, the Client shall also reimburse the Contractor for costs incurred resulting from the additional work and the work postponed by the Contractor in the context of Article 5.6.

The Client shall indemnify the Contractor against claims by third parties for damage, directly or indirectly caused by the nature or a property of the goods, insufficient or unsuitable packaging of the goods, an act or omission by the Client, its subordinates, and all other persons whose services the Client engages.

The Client shall be responsible for the equipment it has been provided with by the Contractor. The Client declares that it has been afforded the opportunity to inspect the Contractor's installations and equipment prior to the contract or the delivery of the goods and has found them to be suitable. The Client declares that its goods are not of such a nature as to cause direct or indirect damage to the Contractor's installations and equipment.

Upon termination of the logistics service agreement, the Client shall be obliged to take delivery of the goods still in the Contractor's possession no later than on the last working day of the agreement, after payment of all amounts due or to become due.

Upon termination of the agreement, the Client shall be obliged to have the installations and equipment cleaned at its own responsibility and risk and at its own expense. With respect to any amounts due after termination of the logistics service agreement, the Client may suffice to provide adequate security to the Contractor, unless otherwise agreed in writing.

The Client shall accept any adjustment of rates regarding the incurrence of expenses and/or the payment of costs (including new taxes) that are unknown at the time of signing the logistics service agreement or of commencement of the performance of a logistics assignment and which the Client would also have to pay if the Client were to perform the activities mentioned in this agreement for its own account.

Upon commencement of the logistics service agreement, the terms and conditions for the automatic indexation of rates shall be determined, adjusted in line with fluctuations in the consumer price index as published on the website of the FPS Economy, unless otherwise agreed in writing.

The Client shall pay the Contractor the costs of disposal and recycling of packaging and waste resulting from the service provision at cost price, unless otherwise agreed in writing.

The Client shall be obliged to designate one or more contact persons and to notify the Contractor thereof. If the Client fails to designate one or more contact persons, the person who signed the logistics service agreement on behalf of the Client shall be deemed to be the contact person.

Article 5: Obligations of the Contractor

The Contractor shall take delivery of the agreed goods at the agreed place, time and manner, accompanied by a transport document and any other documents provided by the Client, and shall deliver them in the same condition as they were received, or in the agreed condition. If the primary packaging of the goods to be transported is not sturdy enough for safe transport and the packer has failed to reinforce the packaging, the goods shall be additionally wrapped in sufficiently sturdy packaging in order to ensure adequate load securing. In that case, the related costs shall be charged to the Client.
In the absence of an agreed term for receipt or delivery, the agreed work must be carried out within the period that the Contractor reasonably needs, counting from the date that receipt or delivery is requested. This period shall then be deemed to be the agreed term.
The Contractor shall take delivery of the goods, enter any reservations on the transport document with respect to visible damage and quantity, and inform the Client thereof, allowing the latter to implement the necessary measures.
The Contractor shall designate one or more contact persons and notify the Client thereof. In the event of failure to designate one or more contact persons, the person who signed the logistics service agreement on behalf of the Contractor shall be deemed to be the contact person.
The Contractor shall be obliged to ensure that storage and handling of the goods takes place in an appropriate environment, including the necessary licences, as the case may be. Any change to the agreed logistics centre shall be reported to the Client.
The Contractor shall care for the goods with due diligence and, if necessary preserve the goods at the Client's expense, shall take all reasonable measures, including those that do not result directly from the provision of logistics services. If, according to standards of reasonableness and fairness, failure to implement such measures creates a risk of loss or damage to the goods, to other goods held by the Contractor (whether belonging to third parties or to the Contractor) or to the storage space, or of death or injury to persons or animals, the Contractor may implement all measures it deems necessary at the Client's expense, including the destruction of the goods.
The Contractor confirms that it has insured its liability arising from the application of these terms and conditions with an accredited insurance company in accordance with the Insurance Supervision Act of 9 July 1975.
The Contractor shall allow the Client or persons it has appointed to access the areas or premises where the goods are located, but exclusively at their own risk and only during normal working hours, provided that this:
- takes place in the presence of (a representative of) the Contractor;
- has been communicated and approved in advance;
- takes place in accordance with the internal regulations of the relevant logistics centre;
- is carried out in compliance with the safety regulations applicable in the logistics centre and/or on the Contractor's premises.
- The Contractor shall be bound to ensure the proper functioning of the equipment used for the performance of the logistics service agreement.
- Unless otherwise agreed in writing, the Contractor's obligations as a logistics service provider under these terms and conditions shall be deemed a best-efforts obligation and cannot under any circumstances be interpreted as an obligation to achieve a result.

Article 6: Liability of the Client

The Client shall be liable for all damage and costs caused by the Client and persons working on its behalf and/or designated by it, and/or by the goods that are the subject of the logistics service agreement.
If the Client fails to provide the information and documents within the meaning of Article 4.1. of these terms and conditions, or fails to make the agreed goods available at the agreed time or within the agreed period, manner and place, in suitable, adequate and transport-safe packaging and accompanied by the required documents, the Client shall be obliged to perform these activities for the Contractor, as soon as possible, free of charge and in the agreed manner. If the Contractor has incurred additional costs resulting from the fact that the Client has failed to fulfil its obligations within the meaning of Article 4 of these terms and conditions, the Client shall be liable for these costs, with a maximum of €30,000 per event.
If the Client repeatedly fails to fulfil its obligations, the Contractor may, without prejudice to its right to compensation for damage, terminate the logistics service agreement after it has given the Client written notice of default stating a reasonable period for compliance. In that case, the Client shall be liable for any resulting damage.
The Client must adequately insure the goods subject to the logistics service agreement, at least against fire, lightning, explosion, aircraft impact, storm damage, water damage, flooding, and theft. In that case, the Client and its insurer shall waive any recourse against the Contractor and all third parties.
Following a damage incident, the Client shall be responsible for the collection and handling of the damaged goods. Access to the premises is governed by Article 5.8 of these terms and conditions. Moreover, the Client shall be obliged to pay all costs incurred in connection with the collection and handling of goods damaged by fire and/or flooding, as well as all costs arising therefrom, such as the costs of cleaning or remediation of the premises or installations, unless otherwise agreed in writing.

Article 7: Liability of the Contractor

If goods received by the Contractor, in any packaging, are not delivered to the Client and/or consignee in the same or agreed condition, the Contractor shall be liable for any resulting damage and/or loss, except in cases of force majeure and the provisions below, where this is the result of an error or negligence on the part of the Contractor, its employees, personnel, or any subcontractors. The Client shall bear the burden of proof.
The Contractor shall not be liable for damage to or loss of goods, where such damage/loss results from the special risks associated with outdoor storage on behalf of the Client.
The Contractor shall not be liable in cases of, inter alia, theft involving violence and/or forced entry, fire, explosion, lightning, aircraft impact, water damage, inherent defects of the goods and their packaging and hidden defects, rental and demurrage charges (demurrage and detention), and force majeure.
This liability shall be limited to an amount per kilogram, per event, and per year to be agreed upon between the parties, unless the damage was intentionally caused by the Contractor's management. If such amounts have not been agreed upon, a maximum of 8.33 Special Drawing Rights (SDRs) per kilogram of lost or damaged goods shall apply, with an absolute maximum of €25,000 per event or series of events with the same cause of damage, as well as a maximum of €100,000 per year.
If the Contractor fails to perform the logistics services and/or additional work at the agreed time or within the agreed period, manner, and location, it shall subsequently request instructions from the Client and, without prejudice to the provisions of 7.1 of this article, shall be bound to perform these activities as soon as possible and at no additional cost to the Client, in the agreed manner. If the Client incurs further costs related to the Contractor's failure to perform the logistics services and/or additional work in the agreed manner, at the agreed time, and at the agreed location, the Contractor shall be liable for these costs, with a maximum amount to be agreed upon when entering into the logistics service agreement. If such an amount is not agreed upon, the Contractor's liability for these costs shall amount to a maximum of €750 per event.
The Contractor shall not be liable for damages resulting from information and instructions provided by or to persons other than those referred to in Article 5.4 of these terms and conditions.
If the Contractor repeatedly fails to fulfil its substantive obligations, the Client, without prejudice to its right to compensation for damages set out above, may terminate the Logistics Service Agreement after giving the Contractor's general management a minimum of 30 days' notice in writing by means of registered letter and the Contractor has not yet fulfilled its obligations on expiry of that term. If provided for in the logistics service agreement, the Contractor shall be liable for compensation for damages incurred as a result of the termination, limited to a maximum amount to be determined in the said agreement. If such compensation was not stipulated in the logistics service agreement, the Client shall be deemed to have waived it, and in that case, the Contractor shall not owe any compensation.
The Contractor shall not be liable for any damage other than damage to the goods. Liability is therefore excluded for all indirect or immaterial damage, including but not limited to lost income, lost profit and consequential damage.
Any damage, losses and/or stock differences shall be evaluated once a year. In the event of a positive difference, no compensation will be claimed. Any negative differences and any positive differences will be offset against each other.

In the event of a negative difference, no compensation will be paid if this difference is less than a percentage of the total annual volume to be agreed between the parties. Failing that, a percentage of 0.1% of the total annual volume that is the subject of the logistics service agreement shall apply. Annual volume shall be understood to mean the sum of the incoming, outgoing and handled quantities of goods. In the event that the agreed percentage is exceeded, the Contractor shall pay the Client compensation equal to the arrival value of the relevant stock differences above the agreed percentage, as demonstrated by the Client. Liability for stock differences shall be limited as provided above. Arrival value shall be understood to mean the cost price of production or purchase value plus transport costs up to receipt by the Contractor.

The Contractor may proceed with the sale of the goods without awaiting instructions from the party responsible for the cargo if the perishable nature or condition of the goods justifies this or if the storage costs are disproportionate to the value of the goods. The value of the goods shall be understood to mean the production cost or, failing that, the current market price, or failing that, the usual value of goods of the same nature and quality. The Contractor may also proceed with the sale in the event of abandonment of the goods by the Client. In other cases, it may also proceed with the sale if it has not received any other instructions from the person responsible for the cargo within a reasonable period of time, the execution of which can reasonably be demanded. If the goods are sold in accordance with this article, the proceeds of the sale shall be made available to the party responsible for the cargo, after deduction of the costs incurred in respect of the goods. If these costs exceed the proceeds of the sale, the Contractor shall be entitled to the difference. The procedure for sale shall be determined by the law and customs of the location where the goods are located. In the case of perishable goods or goods the storage costs of which are disproportionate to their value, a simple notice of sale will be sent to the party responsible for the cargo. If the party responsible for the cargo fails to respond within two business days, the sale may proceed. In the case of non-perishable goods, a simple notice will also be sent to the party responsible for the cargo. The sale may proceed if the party responsible for the cargo fails to respond within 15 calendar days.

Article 8: Prescription of claims

All claims arising from the logistics service agreement, including those arising from a cash on delivery clause, shall lapse one year after the day following the day on which the Client becomes aware or should have become aware of the fact or event giving rise to the claim. On pain of forfeiture, any claim must be reported in writing: claims relating to visible damage immediately after delivery, and any claims for invisible damage within a period of 7 working days after delivery.

Article 9: Duration and termination

Unless otherwise agreed between the parties, the logistics service agreement shall be entered into for an indefinite period with a notice period of at least six months.
If one of the parties repeatedly fails to meet its substantive obligations, the other party may terminate the logistics service agreement after giving the general management (manager, managing director, etc.) a notice period of at least 30 days in writing by registered letter and the other party has not yet fulfilled its obligations on expiry of that term.
In the event of liquidation, inability to pay and/or bankruptcy and/or another form of collective debt settlement by one of the parties, the other party shall have the right to terminate the agreement without further notice of default.
If the logistics service provider has already partially performed the agreement, termination of the logistics service agreement can only pertain to the future, and the Client shall owe a price proportional to the portion of the agreement that has been performed.
If a situation of force majeure continues for more than 30 days, the Client shall be entitled to terminate the agreement with immediate effect, without the Client being entitled to claim compensation for any damage resulting from such termination.

Title IV: Forwarding and customs operations

All customs and forwarding operations carried out by the Contractor shall be governed by the General Belgian Forwarding Conditions as drawn up by the National Confederation of Forwarding Agents of Belgium VZW and published in the Annexes to the Belgian Official Gazette of 24 June 2005 under number 0090237, which are attached to these conditions as Annex A.

Title V: Tank cleaning

All tank cleaning operations provided by the Contractor shall be governed by the CTC General Tank Cleaning Conditions as drawn up by the Tank Cleaning Commission of the Belgian Federation of Tank Cleaners, which are attached to these conditions as Annex B.

Annexes:

General Belgian Forwarding Conditions
CTC General Tank Cleaning Conditions