Terms & Conditions ENG

General Terms and Conditions | Explect Forwarding B.V.

Address: Explect Forwarding B.V., West-Voorstraat 7, 3262 JP Oud-Beijerland Chamber of Commerce Number: 62689908 Version 2025

1. Applicability

1.1 These general terms and conditions apply to all quotations, offers, and services provided by Explect and to every agreement concluded between Explect and a User (as defined below) of our Websites, as well as to all legal relationships and (legal) acts arising therefrom.

1.2 By using the Website and the services of Explect, you agree to be bound by these general terms and conditions.

1.3 “Users” refers to all natural persons and legal entities who visit the Website, log in to the Website, and/or use, share, and/or post information provided on the Website, as well as those who contact us by phone or email and use Explect’s Services.

1.4 Explect will send the general terms and conditions free of charge upon request. The general terms and conditions are also available on the Websites.

1.5 “Client” refers to the business User of the Website and/or Platform who solely uses Explect's Services in the context of a profession or business and/or who has entered into an agreement with Explect.

1.6 “Website(s)” refers to: explect.com, explect.nl, and explect.isdigitized.com, as well as the Platform made available to Users.

1.7 “Services” refers to all services that Explect provides to a User under the Agreement, including but not limited to:

• acting as a freight forwarder or intermediary in logistics processes;

• organizing national and international transportation by land, sea, air, or rail;

• preparing or coordinating customs documentation, including the application and processing of customs authorizations, filing declarations, and communication with customs authorities;

• providing and maintaining access to the Explect Online platform, including features for requesting quotes, booking transports, track & trace, status updates, and communication;

• validating and verifying documents such as Chamber of Commerce extracts, commercial invoices, and packing lists;

• facilitating integrations with third parties, including API connections for tracking, shipping instructions, or accounting systems;

• offering advice and guidance on logistics, customs, and operational issues;

• other services resulting from or related to the above or offered in writing or via the platform by Explect.

1.8 “Platform” refers to the online communication platform made exclusively available to Users after logging in, through which Users can request international transport services, request quotes, enter into agreements, monitor transports, and contact Explect as freight forwarder.

1.9 The above definitions are used in both singular and plural in these general terms and conditions.

2. Explect

Explect provides an online Platform for organizing international transport, acting as a freight forwarder. Explect never acts as the carrier. This is facilitated via the Website, on which a User has exclusive login rights. Agreements are preferably concluded via the Website or Platform. Exceptions are made for communication by phone or email. Any Agreement will always be confirmed in writing if a User gives a verbal order.

“Freight forwarder” in these terms is understood as defined in Book 8 of the Dutch Civil Code. The principal of the forwarder is the one who instructs the forwarder to carry out certain actions and work, regardless of the agreed method of payment.

In cases involving multiple principals, each one is jointly and severally liable to Explect for full compliance.

3. Use of Website/Platform

3.1 The User must comply with Dutch and other applicable laws and regulations when using the Website.

3.2 The User is not allowed to distribute the following via the Website:

• Plagiarism and/or previously published content;

• Pornographic videos, images, or other erotic media;

• Texts or images that are offensive, racist, discriminatory, or incite hatred;

• Unsolicited advertising (spam);

• Incorrect or misleading information; and/or

• Viruses, malware, spyware, or other software intended to harm our or other Users' computers.

3.3 The User may not create an account under someone else’s name or impersonate another person.

3.4 The User may not contact other Users for commercial purposes that fall outside the scope of the Website.

3.5 If the User wishes to report another User misusing the Website, they may send a message to info@explect.com.

3.6 Explect reserves the right to modify or omit any information provided by the User before it is made public or published on the Website.

3.7 The Client guarantees that all (personal) data or other information transferred or provided to Explect is accurate, complete, and lawfully obtained.

3.8 Both parties guarantee that all personal data exchanged will be stored under strict privacy regulations. Such data may not be sold to third parties for commercial purposes, except in the case of a regular business transfer, and its processing must comply with applicable privacy laws, including the GDPR.

3.9 We apply the NLdigital Terms and Conditions 2020 for the use of our Platform – Website and additional services. These terms are available free of charge via info@explect.com.

3.10 Sanctions and Penalties for Violations:

a. In the event of violations such as distributing harmful software or unauthorized commercial activity, Explect may, at its discretion, impose a monetary penalty:

• For minor violations (e.g., unsolicited ads or misleading information): a fine of €500 to €1,000;

• For severe violations (e.g., distributing viruses, malware, or pornographic content): a fine of €5,000 to €10,000, depending on the damage.

b. In the event of violations, Explect reserves the right to suspend or terminate the User’s account temporarily or permanently.

c. Explect may hold the User liable for all damages incurred by Explect or third parties as a result of the violation.

d. Explect reserves the right to report serious violations to the relevant authorities.

e. Explect may terminate the agreement with the User immediately and without prior notice in case of serious breaches of these conditions.

3.11 Uptime and Maintenance:

• Explect aims for a minimum annual uptime of 95% for its online platform, excluding planned maintenance, updates, and releases.

• For planned maintenance, updates, or releases, Explect will attempt to notify the User at least 24 hours in advance.

• In the event of unforeseen disruptions or emergency maintenance, Explect will inform Users as soon as possible about the expected duration and impact.

• “Uptime” is defined as the time during which the platform is accessible and usable for Users, excluding scheduled maintenance periods and circumstances beyond Explect’s control, such as force majeure.

4. Account

4.1 Users are required to create a business account to use the services of Explect. A business account means the account is requested and used for commercial purposes. Users and/or legally authorized representatives must be at least 18 years old.

4.2 Users must protect their login credentials from unauthorized access.

4.3 Users must keep their password strictly confidential. A password should be at least 12 characters long—14 or more is preferable—and should include a mix of uppercase letters, lowercase letters, numbers, and symbols.

4.4 Explect may assume that all activities performed via the User’s account are carried out by or under the supervision of the User.

4.5 If the User suspects or knows that their account is being misused, they must notify Explect as soon as possible. Explect will then take appropriate measures.

4.6 The User is responsible for their behavior and any data, text, files, information, usernames, images, photos, profiles, graphic works, copyrighted works, links, and other content or materials.

4.7 The User is solely responsible for the confidential information they provide to Explect or fail to provide.

4.8 Explect has the right to decide, at its sole discretion, whether or not to provide an account.

4.9 Explect reserves the right to modify or delete accounts, profiles, data, and other information at any time. Explect may also deny Users access to the Website for a specified or unspecified period. Furthermore, Explect is entitled at all times to request additional information if it has legitimate doubts about the User's identity or the accuracy of the data and/or the use of the Platform.

4.10 To verify User identity, Explect uses a KYC (Customer Due Diligence) procedure. External parties may also conduct mandatory checks for customs facilities. Identity verification is carried out using Chamber of Commerce records, IDIN checks, and/or identification documents.

4.11 If Explect believes that the User is violating the law or these general terms and conditions, it may partially or fully exclude the User from the Website. This may include:

a. Deleting the User’s account; or b. Blocking certain Website features for the User.

4.12 Accepting an offer via the Website is considered as placing an order with Explect, whereby the User and their legal entity act as the client.

5. Scope

5.1 In relation to the actions and work carried out by the freight forwarder, the customary industry terms and conditions also apply, such as the Freight Forwarding Conditions, FENEX conditions, B/L conditions, CMR conditions, AWB conditions, and other applicable terms. All such terms are available via the Website/Platform, and copies are available free of charge upon request via info@explect.com.

5.2 Explect is at all times entitled to accept, on behalf of the User, the terms and conditions of third parties with whom it enters into agreements to execute the contract.

5.3 Explect is entitled to engage third parties to carry out the agreement. While Explect will exercise due care in selecting such third parties, it is not liable for errors or shortcomings of these third parties, except in cases of intent or gross negligence by Explect.

All liability limitations, damage exclusions, and indemnity provisions in these general terms and conditions in favor of Explect also apply to any third parties engaged by Explect in the execution of the agreement.

5.4 Orders for delivery against cash on delivery, bank guarantees, etc., are deemed to be forwarding services.

6. Formation of the Agreement

6.1 All offers, quotations, and price estimates issued by Explect are non-binding.

6.2 All offered and agreed prices are based on rates, wages, social measures and/or laws, freight rates, and exchange rates applicable at the time of the offer or conclusion of the agreement.

6.3 If any of these factors change, the offered or agreed prices may be adjusted accordingly, retroactively. Explect must be able to substantiate these changes.

6.4 If Explect charges all-in or flat rates, these rates include all costs normally borne by Explect in the execution of the order.

6.5 All quotations exclude any import duties, VAT, anti-dumping duties, and other possible fees such as demurrage, storage, pallet exchange costs, etc. Explect reserves the right to charge these additionally on the final invoice if applicable.

6.6 Unless otherwise agreed, all-in or flat rates do not include: duties, taxes and levies, consular and legalization fees, bank guarantee costs, and insurance premiums.

6.7 For special services or tasks that are unusual, time-consuming, or require special effort, Explect may charge an additional fee based on fairness.

6.8 If loading/unloading time is insufficient, regardless of the cause, all resulting costs are at the client’s expense, even if Explect accepted the bill of lading or charter party from which the extra charges arise without protest.

6.9 Extraordinary costs and higher wages due to loading/unloading during evenings, nights, weekends, or holidays—if imposed by the carrier's terms—are not included in agreed rates unless separately negotiated. Such costs must be reimbursed by the client.

7. Insurance

7.1 Insurance of any kind is only taken out at the explicit written request of the client or by selecting insurance during the booking on explect.isdigitized.com. This must be clearly indicated at the time of order booking. Simply stating a value is insufficient.

7.2 If Explect arranges insurance in its own name, it is only obliged—upon request—to transfer its claim rights under the policy to the client.

7.3 Explect is not responsible for the choice of insurer or their solvency.

7.4 If Explect uses tools such as supports (e.g., lifting frames) in fulfilling the order, it may take out insurance for the associated risks at the client's expense.

7.5 If the client chooses not to arrange insurance or if no insurance option was offered in the quotation, the client remains fully liable for any damage or loss.

8. Implicit Assignment for Customs Formalities

8.1 Unless explicitly agreed otherwise in writing, providing Explect with the data required for customs formalities is considered an implicit assignment to perform those formalities in the name and on behalf of the client—if not already included in the original quotation.

8.2 The client commits to providing all documents and information required for proper and timely customs processing, and guarantees their accuracy and completeness.

8.3 Explect is not liable for delays, penalties, damages, or other consequences arising from incorrect, incomplete, or late submission of customs-related documents or data.

8.4 Any costs arising from customs formalities—such as clearance costs, import duties, penalties, and excise taxes—will be charged by Explect to the client.

8.5 In case of discrepancies, investigations, or questions from customs authorities (e.g., FYCO) or other official bodies regarding customs formalities, all communication will primarily go through the client, unless agreed otherwise. The client is responsible for handling these matters and for any associated costs.

8.6 Explect is at all times entitled—and if applicable, obliged—to share relevant data and information with third parties such as government bodies, tax authorities, customs, police, or other authorities, without prior notice or consent, if required by law or deemed necessary by Explect to fulfill legal obligations, execute the agreement, or protect Explect’s rights, property, or safety.

8.7 Explect cooperates with external parties to perform customs formalities. The KYC process may also be outsourced. The client agrees that their data may be processed by such intermediary in accordance with applicable laws.

9. Execution of the Agreement

9.1 If the client provides no specific instructions, Explect determines the mode of shipment and route. Explect may accept documents that are customary with the companies contracted to fulfill the assignment.

9.2 The client must ensure that the goods are available at the agreed location and time.

9.3 The client must ensure that all required documents and instructions for receipt and shipment are in Explect’s possession on time.

9.4 Explect is not required but is entitled to verify the accuracy and completeness of the information and documents provided by the client.

9.5 Explect is not required to accept goods with incomplete documents unless the client provides sufficient guarantee. If Explect does provide a guarantee, the client must indemnify it against all resulting consequences.

9.6 All operations such as inspection, sampling, weighing, measuring, etc., will only be carried out on explicit instruction of the client and at their cost. Explect also reserves the right to carry these out at its discretion to fulfill the agreed service, also at the client’s expense.

9.7 Explect is entitled—but not obliged—to take all necessary actions at its discretion and at the client's expense and risk, if deemed in the client’s interest.

9.8 Explect does not act as an expert. It assumes no liability for statements about the condition, nature, origin, or quality of the goods, nor for compliance of samples with the goods.

10. Liability

10.1 All acts and work are performed at the expense and risk of the client.

10.2 Explect is not liable for any damage unless the client proves that the damage resulted from intent or deliberate recklessness by Explect or its subordinates.

10.3 Explect's liability is in all cases limited to 10,000 SDR per incident or series of incidents with the same cause, provided that in the event of damage, depreciation, or loss of goods involved in the

assignment, liability is limited to 4 SDR per kg of damaged or lost gross weight, up to a maximum of 4,000 SDR per shipment.

10.4 Compensation payable by Explect will never exceed the invoiced value of the goods proven by the client. If no invoice value can be proven, the proven market value at the time the damage occurred shall apply. Explect is not liable for loss of profit, consequential damages, or non-material damages.

10.5 If damage occurs in the execution of the assignment for which Explect is not liable, Explect will make efforts to recover this damage from the responsible party. Explect may charge the client for any related costs. Upon request, Explect will assign its claims against third parties to the client.

10.6 The client is liable to Explect for damages resulting from the nature and packaging of goods, inaccuracies or incompleteness in instructions or information, failure to make goods available at the agreed time and place, and failure to provide documents or instructions in time. The client is also liable for the actions or negligence of their subordinates and any third parties engaged by them.

10.7 The client will indemnify Explect against any claims from third parties, including subordinates of both Explect and the client, related to the damages mentioned in the previous article.

10.8 Explect, which does not transport itself, is never liable as a carrier, even when all-in or flat rates are agreed. Only these terms and conditions may give rise to liability.

11. Force Majeure

11.1 Force majeure includes all circumstances that Explect could not reasonably foresee or avoid, and whose consequences Explect could not reasonably prevent.

11.2 In case of force majeure, the agreement remains in effect, but Explect’s obligations are suspended for the duration of the force majeure.

11.3 All extra costs resulting from force majeure—such as transportation, storage, warehousing, demurrage, insurance—are borne by the client and must be paid upon first request by Explect.

12. Delivery Times

12.1 The mere mention of a delivery time by the client does not bind Explect.

12.2 Arrival times are not guaranteed by Explect unless explicitly agreed in writing.

12.3 Failure to meet stated delivery times does not entitle the client to submit any claims.

12.4 Transit times are always indicative and not legally binding.

13. Mandatory Law

13.1 If goods are not delivered at destination without delay and in the same condition as made available, and Explect executed the carriage agreement itself, it must inform the client of the damage as soon as it becomes aware.

13.2 If Explect fails to do so, it owes compensation equal to the amount the client could have claimed if it had been notified in time.

13.3 If the carriage was not executed by Explect itself, Explect must promptly inform the client of the carrier agreements it entered into and provide all documents necessary for the client to claim damages.

13.4 The client shall obtain the same rights and powers against the third party as if it had concluded the transport agreement itself. Legal action is permitted if the client submits a statement from Explect (or its trustee) confirming the existence of a transport agreement between the parties.

13.5 If Explect fails to meet these obligations, it owes the client the compensation it could have claimed itself, minus any compensation already obtained by the client from the carrier.

14. Payment

14.1 The client is obliged to pay Explect the agreed fees and all other costs, charges, and duties upon arrival or dispatch of the goods. Risks such as currency fluctuations and import duties are borne by the client. Fees remain due even if damage occurs during execution of the agreement.

14.2 If Explect offers payment terms, a credit surcharge may be applied in case of late payment.

14.3 Failure to pay within the term or upon notification puts the client in default automatically. Explect may charge statutory commercial interest under Dutch Civil Code article 6:119a.

14.4 Upon termination or dissolution of the agreement, all claims become immediately payable. This also applies if:

• The client is declared bankrupt;

• Applies for suspension of payment;

• Loses control of assets;

• Offers a settlement to creditors;

• Fails to meet financial obligations to Explect;

• Ceases business or, if a legal entity, is dissolved.

14.5 The client must provide security upon first request. If obligations are not met, Explect may suspend services without liability.

14.6 Explect is not obliged to provide guarantees using its own resources. If it does, it may demand immediate reimbursement from the client.

14.7 The client must reimburse all amounts levied by authorities, including fines, relating to the assignment, even if claimed later.

14.8 The client will also reimburse Explect for incorrect or additional charges resulting from the assignment.

14.9 The client is not entitled to offset or suspend amounts owed to Explect.

14.10 Partial payments are first applied to costs and interest, then to the principal of the oldest invoice.

14.11 In case of legal recovery, the amount due is increased by 10% administration costs, plus statutory interest and legal collection costs (per BIK Decree), with a minimum of €40 and a maximum of €6,775.

15. Right of Pledge

15.1 Explect has a continuous right of pledge and retention on all goods, documents, and funds it holds for all claims against the client or owner. In the case of onward dispatch, Explect may collect payment or draw a bill of exchange with shipment documents attached.

15.2 Explect may also exercise these rights for previous or other assignments.

15.3 Explect may exercise these rights for amounts due under C.O.D. (cash on delivery) arrangements.

15.4 If payment is not made, the collateral may be sold under statutory regulations or privately, if agreed and legally allowed.

16. Additional Modality-Specific Provisions

16.1 Road Transport

• Free loading/unloading: 2 hours for FTL/LTL; prorated time for groupage shipments.

• Additional waiting time: €75.00/hour.

• Cancellation:

o Up to 2 working days prior: 80% of cost due.

o Within 2 working days or incorrect booking: 100% due.

• Standard pick-up/delivery: Mon–Fri, 08:00–17:00.

• Transit days: Indicative only.

• Europallets: Must be exchanged with carrier; otherwise charged at market rate.

16.2 Sea Freight

• LCL (Less than Container Load):

o Same terms as above for pallets, times, and accessibility.

o Free time: 15 minutes (prorated).

• FCL (Full Container Load):

o Free time: 2 hours (1 hour max at terminal).

• Both (LCL/FCL):

o Waiting time: €75.00/hour.

o Cancellation up to 3 working days: 80% due.

o Within 1 working day or incorrect booking: 100% due.

o Demurrage, detention, FYCO, and gas checks: Client's responsibility.

o Transit time: Indicative only.

16.3 Air Freight

• Cancellation:

o Up to 2 working days: 80% due.

o Within 2 days or incorrect booking: 100% due.

• Storage costs: Charged after free period.

• Pallet exchange: Mandatory or charged.

16.4 Customs Formalities

• Client is always responsible for accurate customs documentation and HS codes.

• Advance payment fee: 3%–6% on duties, VAT, and freight.

• Quotes based on 1 HS code; extras incur fees.

• Excludes duties, VAT, antidumping—unless otherwise specified.

• Administrative fee for post-clearance claims: €125 per case.

• Client is ultimately responsible for customs compliance.

16.5 Additional Costs

• Admin fees: €24.95 for processing unexpected costs.

• Redirected bookings: €85 admin fee.

17. Final Provisions

17.1 These terms are available in Dutch and English. In case of discrepancies, the Dutch version prevails. The latest version is available at explect.com, explect.nl, or explect.isdigitized.com, or upon request via info@explect.com.

17.2 Legal or arbitral action against third parties will not be undertaken by Explect unless agreed at the client's risk and expense.

17.3 Any claim from the client expires automatically if not reported to Explect within 18 months from the moment the claim arises and the client became aware.

17.4 Time limits mentioned begin on the day after the claim becomes due or the damage is discovered.

17.5 If Explect is addressed by a government or third party, the period starts from:

• The day the claim was made;

• The day Explect paid the claim;

• The day after a ruling in objection or appeal (if applicable).

17.6 Explect may unilaterally amend these terms. Changes also apply to existing agreements if reasonable. Users will be notified at least one (1) month in advance.

If the amendment is significantly disadvantageous to the User, the User may terminate the agreement without charge on the effective date. Continued use implies acceptance.

The latest version is always available on Explect’s Website.

17.7 Explect may at any time modify the design or functionality of the Website and platform, including technical mechanisms.

17.8 All agreements are governed by Dutch law.

17.9 All disputes are initially submitted to the competent court of Rotterdam District Court.

17.10 The place of settlement and damage regulation is the registered office of Explect.

17.11 These terms are supplemented by the Dutch Forwarding Conditions (FENEX) and relevant modal conditions (e.g., B/L, AWB, CIM, CMR). Unless explicitly agreed otherwise in writing, Explect acts as a freight forwarder. For warehousing, the Dutch Storage Conditions apply.

17.12 Additional terms for suppliers/sellers are available upon request at info@explect.com.