Terms & Conditions ENG

Applicability

1.1 These general terms and conditions apply to all services of Explect, any agreement concluded between Explect and a User (as defined below) of our website explect.com, explect.nl, explect.isdigitized.com (the “Website”), and all legal relationships and (legal) acts resulting therefrom.

1.2 By using the Website and Explect's services, 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 on the Website, and/or use, share, and/or post information provided on the Website.

1.4 Explect will send the general terms and conditions free of charge upon request. They are also available on explect.com, explect.nl, explect.isdigitized.com.

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

Explect

Explect offers an online platform for organizing international transport, acting as a freight forwarder.

Use of Website/Platform

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

3.2 User is prohibited from distributing via the Website:

a. Plagiarism and/or previously published content;

b. Pornographic videos, images, or other media with erotic content;

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

d. Unsolicited advertising (spam);

e. Incorrect or misleading information; and/or

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

3.3 User may not create an account under someone else's name or otherwise impersonate someone else.

3.4 User may not approach other Users for commercial purposes other than those intended for the Website.

3.5 If the user wants to report another user abusing the Website, the user can send a message to info@explect.com.

3.6 Explect reserves the right to modify or omit information provided to the user before it is made known to Users and/or published on the Website.

3.7 The Customer guarantees that all personal data or other data transferred or provided to Explect during the Service's execution is accurate, complete, and lawfully obtained.

3.8 The client guarantees that all personal data or other data transferred or provided to Explect during the Service's execution is accurate, complete, and lawfully obtained.

3.9 Both parties guarantee that all personal data transferred from one party to the other will be stored under strict privacy rules, not to be sold or traded for material gains, and the processing of such data must comply with applicable privacy legislation, including the GDPR.

Account

4.1 User must be at least 16 years old to create an account.

4.2 User must keep their account login details confidential.

4.3 User must keep their password strictly confidential. Explect may assume that everything that happens on or with the User's account is done by the User or under the User's supervision.

4.4 If the User thinks or knows that their account is being misused, they must report this to Explect as soon as possible. Explect will then take appropriate measures.

4.5 The User is responsible for their behavior and any data, text, files, information, usernames, images, photos, profiles, graphic art, works subject to copyright, links, and other content or materials.

4.6 User is personally responsible for the confidential information they provide to Explect or for omitting confidential information.

4.7 Explect is entitled to determine at its discretion whether an account will be provided.

4.8 Explect has the right at all times to adjust or delete accounts, profiles, data, and other information. Explect also has the right to deny Users access to the Website for a certain or indefinite period.

4.9 If Explect believes that the User violates the law or these general terms and conditions, Explect can exclude the User (partially) from the Website. For example, Explect can exclude the User from the Website by:

a. Deleting the User's account; or

b. Blocking parts of the Website for the User.

Scope of Operation

5.1 Regarding actions and activities, such as those of shipping agents, stevedores, carriers, insurance brokers, storage and inspection companies, etc., carried out by the forwarder, the conditions customary in the concerned industry, such as Forwarding Conditions, B/L conditions, CMR conditions, AWB conditions, respectively, conditions whose applicability has been stipulated, will also apply.

5.2 Explect is at all times entitled to apply provisions from conditions of third parties with whom it has concluded agreements for the execution of the given assignment.

5.3 Explect has the right to have the execution of the assignment and/or the related activities carried out by third parties or with employees of third parties. Insofar as these third parties, or their employees, are legally liable towards the client of Explect, it is stipulated for their benefit that they will be considered as exclusively in the service of Explect for the activities for which Explect uses them. Among other things, all provisions concerning exclusion and limitation of liability, as well as concerning indemnification of Explect, as described in these conditions, will apply to them.

5.4 Assignments for delivery against cash on delivery, against bank proof, etc., are considered to be forwarding activities.

Formation of the Agreement

6.1 All offers made by Explect are without obligation.

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

6.3 In the event of a change in one or more of these factors, the offered or agreed prices will also be adjusted accordingly and retroactively to the moment of change. Explect must be able to demonstrate the changes.

6.4 If Explect calculates all-in or lump sum tariffs, these tariffs are deemed to include all costs that generally come at the expense of Explect in the normal settlement of the assignment.

6.5 All offers mentioned are exclusive of any import duties, VAT, anti-dumping duties, and other possible levies, Explect reserves the right to charge these costs, if applicable, in the final invoice.

6.6 Unless otherwise agreed, all-in or lump sum tariffs do not include: duties, taxes, and levies, consular and legalization costs, costs for issuing bank guarantees, and insurance premiums.

6.7 For special performances, unusual, particularly time-consuming or demanding activities, an additional - fairly determined - remuneration can always be charged.

6.8 If insufficient loading and/or unloading time is available - regardless of the cause - all resulting costs, such as demurrage, etc., are for the account of the client, even if Explect has accepted the bill of lading and/or the charter party, from which the extra costs arise, without protest.

6.9 Extraordinary expenses and higher labor wages that arise when transport companies proceed to load or unload during the evening, night, on Saturdays or on Sundays or public holidays under any provision in the respective transport documents, are not included in the agreed prices, unless separately agreed. Such costs must therefore be reimbursed to Explect by the client.

Insurance

7.1 Insurance of any kind is only arranged for the account and risk of the client upon explicit written instruction or via the selection of insurance when booking on explect.isdigitized.com. This must be made known immediately when booking the order. A statement of value alone is not sufficient.

7.2 If Explect has taken out insurance in its own name, it is only obliged - if requested - to transfer its claims on the insurer to the client.

7.3 Explect is not responsible for the choice of the insurer and its solvency.

7.4 Explect is entitled, when using cranes and similar equipment in the execution of the assignment, to take out insurance for the account of the client that covers the risks arising from the use of these tools for Explect.

7.5 If the client chooses not to take out insurance, or if an insurance option is not included in the offer, the client is always fully responsible for any damage or loss.

Implicit Assignment of Customs Formalities

8.1 Unless expressly agreed otherwise in writing, providing Explect with data required for performing customs formalities is considered an implicit assignment to Explect to perform these formalities, in the name and for the account of the client, as far as they were not already included in the original offer.

8.2 The client undertakes to provide all documents and information required for the correct and timely execution of said customs formalities fully and on time and is responsible for their accuracy and completeness.

8.3 Explect is not liable for delays, costs, fines, damages, or other consequences arising from incorrect, incomplete, or late submission of documents and information by the client regarding customs formalities.

8.4 Any costs arising from the performance of customs formalities, including but not limited to clearance costs, import duties, fines, and excise duties, will be charged to the client by Explect.

8.5 In case of discrepancies, questions, or investigations by customs authorities or other official bodies regarding customs formalities, all communication will primarily be through the client, unless otherwise agreed, and the client is responsible for handling this and any resulting costs.

8.6 Explect is at all times entitled, and if applicable, obliged, to share relevant data and information with third parties, such as, but not limited to, government agencies, tax authorities, customs, police, or other competent authorities, without prior notice or consent of the client, if this is required under applicable laws and regulations or in Explect's opinion necessary to comply with legal obligations, perform the agreement, or protect the rights, property, or safety of Explect.

Execution of the Agreement

9.1 If the client has not given specific instructions regarding the method of shipment and the route at the time of his order, the choice of shipping method and route is at the discretion of Explect, who can always accept the documents that are customary with the companies with which he contracts for the execution of the assignment given to him.

9.2 The client is obliged to ensure that the goods are available at the agreed place and time.

9.3 The client is obliged to ensure that both the documents required for receipt and for shipment, as well as instructions, are in the possession of Explect in time.

9.4 Explect is not obliged but is entitled to investigate whether the information given to him is correct and complete.

9.5 Explect is not obliged to receive defects of documents against guarantee. If Explect provides a guarantee, his client is obliged to indemnify him against all consequences thereof.

9.6 All manipulations such as checking, sampling, taring, counting, weighing, measuring, etc., and receiving under judicial expertise, are only carried out on the explicit instruction of the client and against reimbursement of the costs.

9.7 Nevertheless, Explect is entitled, but not obliged, to take all measures at its own discretion for the account and risk of the client that it deems necessary in the interest of the latter.

9.8 As an expert, Explect does not act. No liability arises for him from statements of condition, nature, or quality of the goods; he also does not assume any liability concerning the conformity of samples with the batch.

9.9 The addition "approximately" gives the client the freedom to deliver 2.5% more or less.

Liability

10.1 All actions and activities are carried out at the expense and risk of the client.

10.2 Explect is - notwithstanding the provisions of Article 16 - not liable for any damage unless the client proves that the damage was caused by fault or negligence of Explect or its subordinates.

10.3 Explect's liability is in all cases limited to 10,000 SDR per event or series of events with one and the same cause of damage, provided that in case of damage, depreciation or loss of the goods included in the order, the liability will be limited to 4 SDR per kg of damaged or lost gross weight with a maximum of 4,000 SDR per shipment.

10.4 The damage to be compensated by Explect will never exceed the invoice value of the goods proven by the client, in the absence of which the market value proven by the client at the time the damage occurred will apply. Explect is not liable for lost profits, consequential damages, and immaterial damages.

10.5 Liability

If damage occurs during the execution of the assignment for which Explect is not liable, Explect must strive to recover the client's damage from the person who is liable for the damage. Explect is entitled to charge the client for the costs incurred in doing so. If requested, Explect will transfer his claims on third parties involved in the execution of the assignment to the client.

10.6 The client is liable to Explect for damage resulting from the (nature of the) goods and their packaging, the incorrectness, inaccuracy, or incompleteness of instructions and data, the non-availability or untimely availability of the goods at the agreed time and place, as well as the non-availability or untimely provision of documents and/or instructions, and the fault or negligence in general of the client and his subordinates and the third parties and/or personnel employed by him.

10.7 The client shall indemnify Explect against claims from third parties, including subordinates of both Explect and the client, related to the damage referred to in the previous paragraph.

10.8 Explect, who does not transport himself, is liable under these conditions, even if all-in or lump sum rates have been agreed, not as a carrier.

Force Majeure

11.1 Force majeure includes all circumstances that Explect could not reasonably have avoided and whose consequences Explect could not reasonably have prevented.

11.2 In the event of force majeure, the agreement remains in force, but Explect's obligations are suspended for the duration of the force majeure.

11.3 All additional costs caused by force majeure, including but not limited to transport and storage costs, warehouse or site rent, demurrage and detention, insurance, unloading, etc., are at the expense of the client and must be paid to Explect upon first request.

Time Delivery

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

12.2 Times of arrival are not guaranteed by Explect, unless otherwise agreed in writing.

12.3 No claim can be made for not achieving the given time delivery.

12.4 The transit days are always indications on the platform, and no rights can be derived from them.

Mandatory Law

13.1 If the goods are not delivered to the destination without delay in the condition in which they were made available, Explect, to the extent that he himself carried out a transport agreement that he would conclude with another, is obliged to inform the client who notified him of the damage without delay.

13.2 If Explect does not make the communication referred to in paragraph 1, he is, if he is not timely addressed as a carrier, in addition to compensation for the damage otherwise suffered by the client, liable to pay compensation equal to the compensation he would have had to pay if he had been timely addressed as a carrier.

13.3 If the goods are not delivered to the destination without delay in the condition in which they were made available, Explect, to the extent that he did not carry out the transport agreement himself, is obliged to inform the client without delay which transport agreements he entered into for the execution of his obligation. He is also obliged to make available to the client all documents that he has or can reasonably provide, insofar as they can serve to recover damage that has arisen.

13.4 The client acquires against the person with whom Explect has contracted, from the moment he clearly makes known to Explect that he wishes to exercise them, the rights and powers that would have accrued to him if he himself had concluded the agreement as a sender. He can take legal action in this regard when he presents a declaration to be issued by Explect - or in the event of his bankruptcy by his liquidator - that an agreement regarding the transportation of the goods was concluded between him and Explect.

13.5 If Explect does not comply with an obligation as referred to in paragraph 3, then he is, in addition to compensation for the damage otherwise suffered by the client as a result, liable to pay compensation equal to the compensation that the client could have obtained from him, had he carried out the agreement he concluded himself, reduced by the compensation that the client possibly obtained from the carrier.

Payment

14.1 The client is obliged to pay Explect the agreed fee and the other costs, freights, duties, etc., arising from the agreement and/or these conditions upon arrival of goods to be received or upon shipment of goods to be shipped. The risk of exchange rate fluctuations is for the account of the client. The agreed fee and the other costs, freights, duties, etc., arising from the agreement and/or these conditions are also due if damage occurred during the execution of the agreement.

14.2 If, contrary to paragraph 1 of this article, Explect applies a credit period, Explect is entitled to charge a credit limitation surcharge.

14.3 When the client does not pay immediately after the statement or after the applied credit period, the client is in default without a notice of default or further summons, and Explect has the right to charge the statutory (commercial) interest according to articles 6:119 or 6:119a of the Dutch Civil Code.

14.4 Upon cancellation or dissolution of the agreement, all claims - including future ones - of Explect become immediately and entirely due. In any case, all claims will become immediately and entirely due if:

The bankruptcy of the client is pronounced, the client applies for a suspension of payments or otherwise loses the free disposal of his assets;

The client offers an agreement to his creditors, is in default with the fulfillment of any financial obligation towards Explect, ceases to conduct his business, or - in the case of a legal entity or partnership - if it is dissolved.

14.5 The client is obliged under the forwarding agreement to provide security to Explect at first request for what the client owes or will owe to Explect. This obligation also exists if the client himself has had to provide or has provided security in connection with the amount owed.

14.6 Explect is not obliged to provide security out of its own funds for the payment of freight, duties, levies, taxes, and/or other costs if this is required. All consequences of not or not immediately fulfilling an obligation to provide security are at the expense of the client. If Explect has provided security out of its own funds, he is entitled to demand immediate payment of the amount for which security has been provided from the client.

14.7 The client is always obliged to reimburse Explect for amounts to be recovered or reclaimed by any government in connection with the assignment, as well as associated imposed fines. The aforementioned amounts must also be reimbursed by the client to Explect if Explect is approached for this in connection with the forwarding agreement by a third party engaged by him.

14.8 The client is always responsible for reimbursing Explect for amounts resulting from incorrectly levied freights and costs, as well as all extra costs demanded or reclaimed from Explect in connection with the assignment.

14.9 The client is not entitled to apply set-off with regard to amounts charged to the client by Explect under an agreement between them.

14.10 Payments on account are deemed to have been made primarily on concurrent claims, regardless of whether other instructions were given with the payment.

14.11 If collection through legal or other means is undertaken due to non-timely payment, the amount of the claim is increased by 10% administrative costs, while the judicial and extrajudicial costs are borne by the client to the amount paid or owed by Explect.

Right of Lien

15.1 Explect has, against anyone who demands their issuance, a continuous right of lien and right of retention on all goods, documents, and monies that Explect has or will get under his control, for whatever reason and with whatever destination, for all claims he has or might get against the client and/or owner. In the event of forwarding of the goods, Explect is entitled to draw on the amount due thereon or to draw a bill of exchange with attached shipping documents.

15.2 Explect can also exercise the rights granted to him in paragraph 1 for what he is still owed by the client in connection with previous assignments.

15.3 Explect is entitled to exercise the rights granted to him in paragraph 1 for what is charged on the item by way of cash on delivery.

15.4 In the event of non-payment of the claim, the sale of the pledge will take place in the manner prescribed by law or - if there is agreement thereon - privately.

Additional Specific Provisions for Modalities

16.1 Transport via road transport, including the collection/delivery of sea freight, rail or air freight.

a. Free Loading/Delivery 2 hours for FTL/LTL. Groupage and Part Loads have pro-rata time with one pallet to 8 pallets being 15 minutes.

b. Additional waiting time is €75.00 per hour.

c. For cancellation up to 2 working days before execution, 80% of the original costs are claimable by Explect.

d. For cancellation within 2 working days before execution and wrong freight, 100% of the original costs are claimable by Explect.

e. Standard pick and/or delivery takes place on weekdays between 08:00 and 17:00 local time.

f. Transit days give an indication of the expected turnaround time; no rights can be derived from them.

g. If Europallets are applicable, they must be exchanged with the carrier. If the exchange does not take place, the pallets will be charged at a pro rata market price.

h. FYCO's are carried out in accordance with the regulations of the labor inspectorate. The costs of the applicable gas measurement and other such costs are at the expense and risk of the client.

16.2 Transport via Sea Freight

LCL:

a. If Europallets are applicable, they must be exchanged with the carrier. If the exchange does not take place, the pallets will be charged.

b. Standard pick and/or delivery takes place on weekdays between 08:00 and 17:00 local time without loading or unloading ramp/side loader and/or moffett.

c. The loading unloading location must be accessible for a 13.60-meter vehicle. If this is not possible and not indicated, Explect has the right to charge extra costs to enable delivery.

d. There is pro rata 15 minutes free for loading and unloading.

FCL:

a. Standard pick and/or delivery takes place on weekdays between 08:00 and 17:00 local time without side loader.

b. Free Loading/Delivery 2 hours, of which a maximum of 1 hour at the terminal applies to FCL.

Sea Freight LCL/FCL:

a. Additional waiting time is €75.00 per hour.

b. For cancellation up to 3 working days before execution, 80% of the original costs are claimable by Explect.

c. For cancellation within 1 working day before execution and wrong freight, 100% of the original costs are claimable by Explect.

d. Demurrage, Detention, and Pilotage costs are at the risk and expense of the client.

e. Gas measurements are carried out in accordance with the regulations of the labor inspectorate. The costs of the gas measurement are at the expense and risk of the client.

f. Transit days give an indication of the expected turnaround time; no rights can be derived from them.

j. FYCO's are carried out in accordance with the regulations of the labor inspectorate. The costs of the applicable gas measurement and other such costs are at the expense and risk of the client.

16.3 Transport via Air Freight

a. For cancellation up to 2 working days before execution, 80% of the original costs are claimable by Explect.

b. For cancellation within 2 working days before execution and wrong freight, 100% of the original costs are claimable by Explect.

c. Costs for storage after the free period are at the risk and expense of the client.

d. Standard pick and/or delivery takes place on weekdays between 08:00 and 17:00 local time. Groupage and Part Loads have pro-rata time with one pallet to 8 pallets being 15 minutes.

e. Transit days give an indication of the expected turnaround time; no rights can be derived from them.

f. If Europallets are applicable, they must be exchanged with the carrier. If the exchange does not take place, the pallets will be charged.

g. FYCO's are carried out in accordance with the regulations of the labor inspectorate. The costs of the applicable gas measurement and other such costs are at the expense and risk of the client.

16.4 Execution of Customs Formalities (continued)

d. As soon as Explect receives a notification from the competent authorities that a retrospective assessment is taking place, or that clearance has not occurred, Explect is compelled to take action. For this, a one-time administration fee of € 125.00 per case will be charged to the client, excluding all common rights, any fines incurred, and man-hours.

e. The costs that may arise during customs handling allow Explect always the right to pass these costs according to the VGEM Manual (HVGEM).

f. The client is always ultimately responsible for the documents for import and export according to the Customs Handbook (HDU).

g. The client is always ultimately responsible for the documents and administration thereof, such as the MTC & CBAM.

16.5 Additional Particulars on 16. 1. 2. 3. 4.

a. Explect has the right to charge €24.95 as administrative costs for processing unexpected additional costs.

b. When rebooking, Explect charges €85.00 to handle the administration again.

Final Provisions

17.1 These general terms and conditions are available in Dutch and English. In case of differences between translations of these Conditions and the Dutch text, the Dutch text prevails. The latest version is always valid and can be found on explect.com, explect.nl, explect.isdigitized.com (under general terms and conditions) or can be requested via info@explect.com.

17.2 Judicial and arbitral proceedings against third parties are not conducted by Explect, unless it agrees to do so at the request of the client and at the client's expense and risk.

17.3 Notwithstanding the provisions in paragraph 6 of this article, any claim expires by the mere lapse of 18 months.

17.4 The terms mentioned in paragraphs 2 and 3 start on the day following the day on which the claim became payable, or the day following the day on which the injured party became aware of the damage. Notwithstanding the foregoing, the aforementioned terms for claims regarding damage, depreciation, or loss of goods start on the day following that of delivery. Under the day of delivery is understood; the day on which the goods were delivered from the transport means, or, if they were not delivered, should have been delivered.

17.5 In the event that Explect is approached by any government or third parties as referred to in Article 14 paragraph 7, the term mentioned in paragraph 1 starts from the first of the following days:

a. The day following the day on which Explect was approached by any government or third party;

b. The day following the day on which Explect satisfied the claim addressed to him.

If Explect or a third party engaged by him as referred to in Article 17 paragraph 7 has gone into objection and/or appeal, the term mentioned in paragraph 1 starts on the day following the day on which the decision in objection and/or appeal has become final.

17.6 Explect reserves the right to unilaterally adjust, supplement, and/or change these general terms and conditions at any time without an obligation or notification to Users. The most current version of the general terms and conditions can be found on the Website. By visiting the Website, the User is informed of the current general terms and conditions.

17.7 Explect may at any time make adjustments to the design or functioning of the Website and platform, including the underlying technical mechanisms.

17.8 All agreements to which these conditions apply will be subject to Dutch law.

17.9 All disputes between Explect and Users will be settled in the first instance by the competent court of the Rotterdam District Court.

17.10 The place of settlement and damage assessment is the place of establishment of Explect.

17.11 All our activities are subject to, unless otherwise provided and to the exclusion of all other conditions, the Explect general terms and conditions and, in addition, the Dutch Forwarding Conditions, including the arbitration clause. Unless expressly agreed otherwise in writing, we act as a forwarder. All order components relating to the storage of goods are subject to the Dutch Storage Conditions, including the arbitration clause. For sea freight, the B/L conditions apply. For air freight, the AWB conditions apply. For rail, the CIM conditions apply. For road transport, the CMR conditions apply.

17.12 In addition to the general terms and conditions for suppliers/vendors to Explect, click here if you are a supplier/selling party to Explect.

A copy of all conditions and terms can be sent upon request. You can request this via info@explect.com with the subject request conditions and general terms and conditions.

The Dutch version is leading.