DSV Air & Sea Terms and Conditions January 2016 DSV AIR & SEA OY TERMS AND CONDITIONS These Contractual Terms and Conditions apply to services provided by DSV. 1. Definitions 'Affiliate' shall mean a legal entity that is either (a) directly or indirectly owning or controlling the Party, or (b) under the same direct or indirect ownership or control as the Party, or (c) directly or indirectly controlled by the Party for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of 50% (fifty percent) or more of the nominal value of the issued equity share capital or of 50% (fifty percent) or more of the shares entitling the holders to vote for the election of the members of the board of directors or other managing authority. 'Agreement' shall mean any agreement concluded between the Customer and DSV, including all appropriate Annexes to those agreements. 'Ancillary Services' shall mean Services which are secondary to the primary Consultancy-, Transport- or Logistics Services. 'Cargo Insurance' shall mean insurance coverage of transported or stored items. 'Consignee' shall be referred as to the party to whom the goods are informed to be delivered. 'Consultancy Services' shall mean services related to transport or logistics without the physical movement or handling of the Goods. Such services can be related, but are not limited to, cost analysis of supply chains, optimization of transport or logistics setups. 'Customer' shall be referred as to any person or legal entity who buys services from DSV. 'Customs Services' shall mean any aspect related to provision of customs services to the transport or handled Goods such as, but not limited to, clearance, storage in bonded warehouses, issuance of documents etc. performed on behalf of the Customer. 'Direct Representative' shall mean the handling of Customs Services in the way that the representative (DSV) shall not in any way be liable for any customs duties, excises, taxes, fines, penalties and interest. All such costs and expenses will be levied solely on the importer/exporter (the Customer). 'Goods' shall mean any item handled by DSV during the term of the Agreement for or on behalf of the Customer. 'Indirect Representative' shall mean the handling of Customs Services in the way that the representative (DSV) shall be jointly and severally liable with the import/exporter (the Customer) for all customs duties, excises, taxes, fines, penalties and interest. 'Non-party' shall mean a person or entity not party to the Agreement by either signature or affiliation to the signing parties. 'Price(s)' shall mean the remuneration for the Services rendered by DSV as agreed between the Parties. 'Logistics Price(s)' shall mean the remuneration for the Logistics Services rendered by DSV as agreed between the Parties. 'Logistics Services' shall mean the provision of transportation, freight forwarding, warehousing and customs services by DSV. 'Services Order' shall mean a request in writing, by email, web-based (including EDI or DSV e-service) or otherwise for Transport-, Logistics-, Ancillary Services or Warehousing. 'Services' shall mean Ancillary Services, Consultancy Services, Customs Services, Logistics Services, Transport Services and Warehousing. 'Shipper' shall mean the party from whom the goods are informed to be collected for transport. 'Transport Price(s)' shall mean the remuneration for the Transport Services rendered by DSV as agreed between the Parties. 'Transport Services' shall mean the physical movement of the Goods by air, sea, rail or road or any combination including temporary storage during transport such as hubbing, cross docking etc. where such temporary storage is an integrated part of the movement of the Goods. 'Warehousing' shall mean all activities such as but not limited to unloading, acceptance, storage, delivery, stock control, order handling, order picking, preparing for shipment, loading, invoicing, assembling, labelling, exchange, control of information and Ancillary Services with regard to the Goods, that have been agreed between the Customer and DSV separate from any instructions to carry the Goods. 2. Undertaking 2.1 DSV undertakes that: a) DSV’s signing and performance in accordance with the Agreement shall not constitute a violation of applicable legislation, or of any judgement, order or decree of any court or governmental agency to which DSV is a party or by which DSV is bound; b) DSV has the authority to sign the Agreement and the Agreement is executed by a duly authorised representative of DSV and once duly executed will constitute a legal, valid and binding obligation for DSV; c) DSV will perform its duties and obligations under the Agreement (including the Services) in compliance with the applicable legislation, codes or standards of government agencies or authorities. 2.2 The Customer undertakes that: a) the Customer’s signing and performance in accordance with the Agreement shall not constitute a violation of applicable legislation or of any judgement, order or decree of any court or governmental agency to which the Customer is a party or by which the Customer is bound; b) the Customer has the authority to sign the Agreement and the Agreement is executed by a duly authorised representative of the Customer and once duly executed will constitute a legal, valid and binding obligation for the Customer; c) the Customer shall perform its duties and obligations under the Agreement in compliance with the applicable legislation, codes or standards of government agencies or authorities. 2.3 Each sub-Clause 2.1(a) to 2.1(c) and 2.2 (a) to 2.2 (c) shall be construed as a separate undertaking and shall not be limited or restricted by any provision of the Agreement. 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