DSV STANDARD TERMS AND CONDITIONS 5.2.2. 5.3. 5.3.1. 5.3.2. 5.3.3. 5.4. 5.4.1. 5.5. 5.5.1. 5.6. 5.6.1. 5.7. 5.7.1. 5.7.2. 5.7.3. 5.8. 5.8.1. 5.8.2. 5.8.3. 5.8.4. 5.8.5. 5.8.6. with their nature and the regulatory requirements pertaining thereto; and (iii) that the Customer and any Person acting on the Customer’s behalf has, and shall fully comply with all applicable legal and regulatory rules and requirements pertaining to the Dangerous Goods, including but not limited to obtaining and/or maintaining any necessary licenses and/or permits. If the Customer is in breach of Clause 5.2.1: a) the Customer shall be liable for all loss or damage whatsoever caused by or to or in connection with the Dangerous Goods howsoever arising; b) the Customer shall defend, indemnify and hold harmless DSV against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith; and c) DSV (or any other person in whose custody the Dangerous Goods may be in at the relevant time) may, at DSV’s sole discretion, have the Dangerous Goods destroyed or otherwise dealt with. For the purposes of this sub-clause, notice is not required to be given to any person of the intention to destroy or otherwise deal with the Dangerous Goods. Other Goods with special requirements Unless agreed in writing, the Customer shall not deliver to DSV, or cause DSV to transport, store, deal with or handle any Goods which require special measures in respect of their transportation, storage and/or handling (including but not limited to Goods requiring temperature or humidity control, Goods requiring special security measures, or out-of-gauge Goods) without previously giving written notice of their nature and complete Instructions as to the special measures required; the cost of which shall be borne by the Customer. In case of a temperature-controlled Container stuffed by or on behalf of the Customer, the Customer further undertakes that: a) the Container has been properly pre-cooled or pre-heated as appropriate; b) the Goods have been properly pre-cooled or pre-heated and properly stuffed in the Container; and c) the Container’s thermostatic controls have been properly set by the Customer. If the requirements of Clauses 5.3.1 and 5.3.2 are not complied with, DSV shall not be liable for any loss of or damage to the Goods whatsoever caused by such non-compliance and the Customer shall defend, indemnify and hold harmless DSV against all penalties, claims, damages, costs and expenses whatsoever arising in connection therewith. Declarations Unless agreed in writing, DSV shall not be obliged to make any declaration for the purposes of any statute, convention or contract as to the nature or value of any Goods or as to any special interest in delivery, or to make any declaration as to specific stowage requirements of any Goods. Cash-On-Delivery/Cash-Against-Documents Unless agreed in writing DSV does not undertake to deliver or release Goods against payment or against surrender of a particular document. Should DSV accept to deliver or release Goods against payment or against surrender of a particular document, DSV will be liable for the exercise of reasonable diligence and care only. DSV’s liability shall, subject to the provisions of Section 11 below, be limited in respect of a failure to exercise reasonable diligence and care in the delivery and/ or release of Goods against payment or against surrender of a particular document, to an absolute maximum of the invoice value of the Goods at the time when DSV received the Goods into its custody. Time guarantee Unless agreed expressly in writing that the Goods shall depart/be collected by or arrive/be delivered by a particular date or time, DSV accepts no responsibility for departure/collection or arrival/delivery dates or times of Goods. ETA (Estimated Time or Arrival), ETD (Estimate Time of Departure) or any other similar estimated or indicative times/dates shall not be construed as a time guarantee on the part of DSV. Customs Clearance Customs Services shall be subject to the Customer executing a separate power of attorney or similar lawfully binding authority granting DSV (and/or its servants, subcontractors or agents) the right to represent and act on behalf of the Customer in accordance with the applicable local rules in the country/ies where the Customs Services are to be performed. DSV will only perform Customs Services as a Direct Representative unless otherwise expressly agreed in writing or mandatorily required by applicable law. To the extent that DSV acts as an Indirect Representative for the Customer, DSV shall be entitled to condition so acting upon the provision by the Customer to DSV of adequate security against any potential liability of DSV for any customs duties, excises, taxes, fines penalties and/or interest due in connection with the import and/or export of Goods, such as bank guarantee or parent company guarantee. DSV may at any time cease any Customs Services if DSV in its absolute discretion deems the provided security to be inadequate. The Customer accepts that it shall bear ultimate responsibility for the payment of all customs duties, excises, taxes, fines penalties and/or interest due in connection with the import and/or export of the Goods and shall indemnify and hold DSV harmless against any liability (individual and/or joint and several) for the same that DSV or any Person acting on DSV’s behalf may incur, as well as any costs or expenses (including reasonable legal fees and costs) associated with the defense against such liability. Export Controls The Customer shall ensure that the Goods are legally exported or imported to or from the origin or destination, and any country of transit, instructed or agreed by Customer, in respect of the applicable export control legislation. The Customer shall furthermore perform all necessary denied party screenings of the commercial parties involved and ensure that the Goods and/or any involved party to the trade are not subject to restrictions, embargoes or other legal limitations. It is the obligation of the Customer to timely obtain and provide to DSV all necessary import, export, transit and/or (re)transfer licenses related to the Goods. DSV may, without incurring any liability, decline to perform Services due to issues of export control if DSV reasonably deems (i) the origin, destination or country of transit to be a restricted or embargoed country, (ii) the Goods to be a restricted commodity; (iii) any of the involved parties to the trade to be a denied or excluded party; or (iv) the licenses obtained and/or provided by the Customer to be incorrect, insufficient or incomplete. DSV will adhere to all applicable laws and licenses in relation to export controls when performing Services which may involve restricted or embargoed countries, restricted or embargoed commodities or denied parties. The Customer shall indemnify DSV for all costs, charges, fines, penalties and legal fees arising from or in connection with the Services due to the Customer’s negligence, wilful misconduct, or failure to comply with its obligations under this Clause 5.8. DSV will not be liable for delays caused by inspections conducted by or on behalf of DSV or any Authority with the aim of investigating possible violations of export control rules. 6. Subcontractors 6.1. DSV is entitled to subcontract/engage servants, subcontractors and/or agents to perform any part of the Services on its behalf at any time. 6.2. The Customer undertakes that no claim will be made against any servant, subcontractor or agent of DSV which imposes or attempts to impose upon any of them any liability whatsoever in connection with the performance of Services and/or the Goods. If any such claim is nevertheless made, the Customer undertakes to indemnify DSV against all consequences thereof. 6.3. Without prejudice to Clause 6.2, every servant, subcontractor or agent of DSV shall have the benefit of all provisions in these Conditions as if such provisions were expressly for their benefit. In entering into the Agreement, DSV, to the extent of those provisions, does so not only on its behalf, but as agent and trustee for such servants, sub-contractors and agents. 6.4. Without prejudice to the generality of this Clause 6, the indemnity referred to in Clause 6.2, shall cover all claims, costs and demands arising from or in connection with the negligence or wilful misconduct of DSV, its servants, subcontractors and agents. 7. 7.1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. 7.8. 7.9. 7.10. 7.11. Payment and payment terms The Customer shall pay the Prices, as well as any applicable incurred surcharges (e.g. fuel, bunker adjustment, peak, war, piracy), as remuneration for the Services. DSV shall also be entitled to charge the Customer a currency adjustment factor (CAF) of 5% of the total amount invoiced. Further, the Customer acknowledges and agrees to pay the costs of any carbon emissions allowances associated with flights that are part of the Services, if any such allowances are required for submission under the ICAO Carbon Reduction and Offsetting Scheme for International Aviation (CORSIA), the European Union Emissions Trading Scheme (ETS) or any other government imposed system of market based measures, including fines, designed to reduce or control aircraft carbon and/or aircraft noise. Unless otherwise agreed, the Prices shall be valid for a maximum of 3 (three) months from their entry into effect. At any time following expiration of the validity of any Prices, DSV may review them and notify the Customer of any changes to the Prices, which shall become immediately effective upon such notification. DSV shall further be entitled at any time by notice to the Customer to increase the Prices due to significant cost increases beyond its reasonable control, specifically including but not limited to governmental taxes and levies, fuel, road tolls, workers collective agreements etc. The Prices and/or surcharges do not include VAT, customs duties, and other government taxes related to the Goods. These costs, duties and taxes shall be the sole responsibility of the Customer. If any outlays and/or expenses in relation hereto are made by DSV on behalf of the Customer related to VAT, duties, taxes or any other charges including but not limited to customs and/or excise duties and taxes then these outlays and/or expenses shall be paid by the Customer immediately on demand of DSV. DSV may charge the Customer for additional direct or indirect costs such as but not limited to waiting time, demurrage and detention, additional or unexpected storage or handling redirection of goods during transit or failed attempts of pick-up or delivery of Goods not attributable to DSV. If DSV is instructed to collect freight, duties, charges or other expenses from any Person other than the Customer, the Customer shall remain responsible for these amounts; and shall pay these amounts to DSV on demand where these amounts have become due and have not been paid by such other Person. Unless otherwise agreed, the Customer shall pay the invoiced amount 30 (thirty) days from the date of DSV’s issuance of the invoice without deduction or deferment on account of any claim, counterclaim or set-off. DSV will charge interest in case of late payment. Interest will be levied from the due date of the overdue invoice until payment is made in full. If no legislation applies regarding interests for late payment DSV may charge 1.5% (one point five percent) per commenced month from the due date of the overdue invoice. DSV shall furthermore be allowed to charge the Customer a dunning fee of EUR 10.00 for up to three payment reminders on overdue payments. Charges of interests and dunning fees shall be in accordance with applicable law. In addition, if the Customer performs late payments on 2 (two) or more continuous occasions, DSV shall be entitled to charge a fixed compensation of 6 % (six percent) of the amounts due under these 2 (two) or more delayed payment invoices from the Customer for administration and other costs resulting from the default in timely payment. DSV and/or its Affiliates reserve the right at any time to take out debtor insurance on the Customer and/or its Affiliates covering any amounts that might become due from the Customer and/or its Affiliates to DSV in connection with the Agreement and/or the Services. 8. Lien 8.1. Unless otherwise agreed, DSV shall have a right of retention and general lien on all Goods in DSV’s possession or control and any documents relating thereto, for all sums due at any time from the Customer and/or Owner on any account whatsoever. Should the Goods be lost or destroyed, DSV has similar rights in respect of compensation payable by insurance companies, carriers or other third parties. The Customer shall not pledge rights of surety, lien or any other type of security related to such Goods to a third party without DSV’s prior written consent. 8.2. Where any sum due to DSV from the Customer or Owner remains unpaid, DSV, on giving reasonable advance notice in writing to the Customer, shall be entitled (without liability to the Customer and Owner) to sell or dispose of such Goods or documents by public auction or by private treaty at the risk and expense of the Customer and Owner and to apply the proceeds of any such sale or disposal in or towards the payment of the sums due, including expenses incurred in connection with DSV exercising its rights under this clause. Customer acknowledges and confirms that any such disposal or sale will not be a breach of any IP-rights or trademarks, and Customer guarantees not to sue or otherwise claim against DSV, or the purchaser of the Goods, for breach of any IP-rights, trademarks or for any other claim or loss due to DSV’s disposal or sale of the Goods. 9. Insurance 9.1. DSV will take out liability insurances, as may be required by law or as is the common practice in DSV’s trade or business. 9.2. Unless specifically agreed in writing DSV will not take out Cargo Insurance on the transported, handled or stored Goods. As DSV’s liability is limited in accordance with Section 11 of these Conditions, DSV encourages the Customer to take out Cargo Insurance to cover the Goods during transport, handling and storage. Version 0.14 | September 2024 Initials: . Page 2 of 4
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