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I. Subject-matter of Agreement 1. The Commission Agent agrees to arrange for the Principal on his own behalf and on the Principal’s account, in exchange for a fee, customs services in relation to the placement of goods under import or export customs procedure, exclusive for the purpose of import of goods to and export of goods from the Czech Republic, based on an order placed by the Principal with the Commission Agent in writing. The order will usually be sent by e-mail. The order shall have the format and the contents presented in a template form attached in Schedule 1 hereto – the Order ( the “order”) , unless it entails the services provided under Article I, section 2, paragraphs (iv) and (v). The Commission Agent does not provide the customs services hereunder as a standalone service, but rather in conjunction with the arrangement of the carriage of goods and some other logistics services provided under a separate contract, in which the Principal as the customer that orders the logistics services expressly states that he wishes to obtain also the customs services from the Principal. Prior to sending the order for customs services, the Commission Agent and the Principal will agree, in connection with the arrangement of the carriage of goods, whether the carriage will be arranged by aircraft, by sea or by rail. Depending on the selected means of transport, the Commission Agent will use the appropriate order form template attached in Schedule 4 for either air, sea, or rail transport. At the Principal’s request or even in the absence of it, the Commission Agent may send the Principal an interactive form for the applicable order for completion by e- mail to the Principal’s e -mail address specified in the heading of this Agreement. If the Principal uses a different form (order form) than the one attached in Schedule 4, a contract is deemed to have formed so long as the Commission Agent proceeds in accordance with the order in the manner described below. The order is deemed accepted by the Commission Agent and the partial contract is entered into only on the date of the written confirmation of the written order by the Commission Agent (a confirmation by e-mail is sufficient) or if the actions pursued by the Commission Agent establish beyond reasonable doubt the Commission Agent’s acceptance of the order (such as if the Commission Agent files a customs declaration in accordance with the order and so forth.). In such case, the contract for customs services specified under section 2 shall be governed by the terms and conditions of the present Agreement except to the extent the individual contract derogates from or contravenes the terms and conditions stipulated herein. 2. In this Agreement, customs services are defined as: i) Filing the customs declaration for the placement of consignment under the customs procedure as requested and clearly specified by the Principal in its written order, following the Principal’s submission of all documents needed to file the customs declaration. The Commission Agent agrees to file the customs declaration solely in conjunction with the import of goods to or export of goods from the Czech Republic. The parties agree that the Commission Agent does not review the accuracy or the completeness of the documents, or the accuracy and completeness of the Principal’s information about the customs procedure requested or the accuracy and completeness of the Principal’s instructions. If the Commission Agent does not receive a written instruction to the contrary in due advance before the filing of the customs declaration, the Commission Agent will apply for the placement of the imported goods under the customs procedure “ free circulation ” (into the Czech Republic as the country of import) and for the placement of the exported goods under the customs procedure “export” , ii) Representing the Principal in proceedings other than the customs procedures described in paragraph (i). Under any circumstances, the Commission Agent does not represent the Principal in any customs procedures other than those expressly or implicitly requested under paragraph (i), iii) The customs guarantee may be granted only as part of the placement of goods under the customs procedure specified in paragraph (i), iv) Issue or an additional issue of EUR.1, T2L, and A.TR forms insofar as ordered by the Principal from the Commission Agent in writing (at least by e-mail) in addition to an order placed under section 1 (or rather under Schedule 4), v) Other services listed in Schedule 1 under entry “ Other ”, insofar as ordered by the Principal from the Commission Agent in writing (at least by e-mail) in addition to the services ordered under section 1 (or rather under Schedule 4), ( hereinafter the “customs services” ). 2
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II. Commission Agent’s obligations and responsibilities 1. If the Principal orders the services under Article I, section 1 and Article I, section 2, paragraphs (i) and (ii), the Commission Agent agrees to represent the Principal in the customs procedure under a power of attorney, while the Principal agrees to grant the Commission Agent the power of attorney by the execution date of the present Agreement in accordance with the template attached as Schedule 3. Until the power of attorney is granted, the Commission Agent is not obliged to provide any customs services. The services provided hereunder amount to an indirect representation as defined in Article 18 section 1 of the Regulation (EU) No. 952/2013 of the European Parliament and of the Council, which lays down the Union Customs Code (“Custom s C ode”) . 2. If the Principal orders the services under Article I, section 1 and Article I, section 2, paragraph (i) , the Commission Agent agrees, in his own name, to issue the customs declarations and file them with the customs authorities, or provide other customs services in compliance with and under the terms laid down in this Agreement. To this end, the Principal agrees to cooperate with the Commission Agent to the full extent necessary and as requested by the Commission Agent, and to provide him with all information and documents requested by the Commission Agent. 3. For goods that are being released into free circulation, the Commission Agent shall also provide guarantee for the Principal’s customs debt wit h the customs authority in order to facilitate the placement of the goods under the proposed customs procedure. In such case, the Commission Agent shall provide guarantee for the customs debt for the amount that does not exceed CZK 500,000 per one consignment. For higher customs debt, the Commission Agent shall provide the additional customs debt guarantee, but subject to the condition that he will to issue the consignment to the Principal after the Principal has reimbursed to the Commission Agent all the costs of the additional guarantee (especially the customs debt) at the Commission Agent’s request or based on the Commission Agent’s invoice (as described in paragraph 5), unless he was to be obliged to issue the consignment later. The parties shall agree on the specific means and conditions of the additional customs guarantee in writing (e-mail is sufficient) without delay after the need for additional guarantee arises. Until such time the conditions are agreed, the Commission Agent is not obliged to provide the additional guarantee, and may not be held responsible for any costs or damage sustained as a result. 4. At the instruction of the customs authority, the Commission Agent shall place the imported goods, the exported goods, or the goods in transit under the relevant customs procedure, insofar as he is authorised or obliged to do so under the terms of the Customs Code on account of his legal status, unless required to do other under the terms of the present Agreement (such as under Article III, section 9). 5. If the Commission Agent pays any customs duty and/or VAT for any reason whatsoever in connection with the export, import or transit of Principal’s consignment, or any other similar levies or costs (such as the costs of examining and sampling of goods under Article 189 of Regulation (EU) No. 952/2013 or in association with a customs inspection), the Principal agrees to reimburse the amount at issue to the Commission Agent in all circumstances, and must do so within 7 business days from the delivery of the Commission Agent’s written request or from the delivery of the corresponding VAT document that re-invoices the levies or costs. When it comes to the costs of the additional guarantee for customs debt that exceed the limits set out in Article II, section 3, and Article II section 7 hereof, notwithstanding the previous sentence, such costs are due immediately after the delivery of the relevant request notice or VAT document from the Commission Agent. The customs duty and/or VAT payments, and any other similar taxes, levies, or costs payable by the Commission Agent in association with the import, export, or transit of goods on behalf of the Principal under this Article II section 5, are never included in the Commission Agent’s fee . 6. Based on the Principal’s information and instruction, to the extent requested by the Principal under Article I section 2, the Commission Agent agrees to issue, in compliance with and under Article I hereof, the transit accompanying documents T1/T2 (TAD ’s) for the transportation of goods under the customs supervision to EU Member States and to other signatory countries of the Common Transit Convention. 7. For the goods placed under the transit customs procedure based on the applicable customs declaration or based on the TAD filed by the Commission Agent in accordance with Article I, the Commission Agent agrees to provide the guarantee for the customs debt arising from the goods in transit whose value (determined as the price recorded in the import invoice for the goods as presented by the Principal to the Commission Agent) does not exceed CZK 50,000,000. For higher-value goods, the customs debt shall likewise be secured by the Commission Agent ’s guarantee , but only in exchange for a separate fee agreed with the Principal in writing (an e-mail is sufficient) – meaning that the fee under Schedule 1 does not apply to such cases. The Commission Agent may refuse to issue a TAD (and refuse to provide the applicable customs debt guarantee) if the value of the consignment exceeds the foregoing limit or if the consignment subsequently is not transported or its subsequent transportation is not arranged by the Commission Agent or one of its affiliates, and until such time the parties agree on the amount of the separate fee under the previous 3
