Contract of carriage

A/O Rusotra hereinafter referred to as the Forwarder on the one hand, and Dutch Industrial Machines BV hereinafter referred to as the Customer on the other hand, have concluded the contract as follows:

1. SUBJECT OF THE CONTRACT

1.1. The present Contract regulates the relations of the Parties arising out of the Forwarder’s execution of the Customer’s instructions for planning, organization of the transportation, forwarding service during international and intercity communications.

2. The Customer shall give instructions to the Forwarder and the Forwarder shall arrange the carriage and render forwarding service regarding the goods of the Customer in accordance with the instructions and for the account of the latter.

2. GENERAL PROVISIONS

1. This Contract is subject to the Charter of the automobile transport of the Russian Federation, corresponding normative acts of the Russian Federation, Convention on the Contract for the International Carriage of Goods by Road (Convention CMR) and the Customs Convention on the International Transport of Goods under Cover of TIR Carnets (TIR Convention) and international normative acts.

2. A written appendix (order) to the contract is drawn up for the carriage of each consignment.

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3. PLANNING OF THE TRANSPORTATION

3.1 Not later than five days prior to the loading the Customer shall send the order in writing containing:

• date of the arrival of the motor vehicle for loading;

• addresses of the places of loading and delivery;

• addresses of the custom-houses for customs clearance during loading and unloading;

• weight, type of packing, number of packages, specific character of goods which require special handling and precautionary measures for the safety of the goods during the carriage;

• loading and unloading requirements;

• freight rate excluding payment for the convoy;

• penalties for overload and unexpected expenses;

• terms and method of payment for the Forwarder’s services.

3.2 The Forwarder shall confirm the fulfilment of the order and indicate the registration numbers of the truck.

4. OBLIGATIONS OF THE PARTIES

4.1. OBLIGATIONS OF THE FORWARDER

4.1.1 The Forwarder shall arrange the delivery of the goods of the Customer to the place of destination and hand them over to the person authorized by the latter safe and sound in accordance with the waybill.

4.1.2 The Forwarder shall supply the vehicles necessary for motor transportation in good order and shall provide the documents required for the carriage. The absence of the necessary documents shall be regarded as a failure to provide the vehicles for loading.

4.1.3 Should any seizure of the goods by Customs authorities occur the Forwarder shall obtain the Act of Seizure and shall have the waybill marked by the Customs authorities accordingly.

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4.1.4 The Forwarder shall inform the Customer about the forced delays throughout the journey, accidents and other happenings hindering the timely delivery of the goods or threatening their safety.

4.1.5 The Forwarder shall present the documents confirming the facts of delays, demurrage at the Consignor/Consignee or at custom-houses of the transit countries.

4.1.6 The Forwarder reserves the right to recall the motor vehicle in the following cases:

• if the Customer fails to arrange the loading within 48 hours of the arrival of the vehicle;

• if the goods do not conform to those described in the waybill;

• if the goods are not properly packed or if the package is damaged;

• if the loading is executed in violation of the loading standards.

In all the above cases the Forwarder is not responsible to the Customer for the cancelled trip, and the Customer shall reimburse the expenses for the idle run of the motor vehicle to the place of loading and back. The demurrage of the motor vehicle is paid by the Customer in accordance with Clause 6.5 of the present Contract unless otherwise stipulated in the order.

4.1.7 The Forwarder shall provide the insurance of the goods on his behalf for the account and in favour of the Customer. A copy of the valid Insurance Policy/Certificate is presented to the Customer at first request.

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4.2 OBLIGATIONS OF THE CUSTOMER

4.2.1 The Customer shall furnish all necessary information regarding the conveyance as per the form indicated in Clause 3.1 of the present Contract.

4.2.2 The Customer shall obtain waybills, customs and other conveyance documents in due time. Loading and unloading and attendance to customs formalities are executed within 48 hours on the territory of the CIS countries and within 24 hours on the territory of European countries. The demurrage of the motor vehicle exceeding the indicated period is charged to the Customer’s account in accordance with clause 6.5 of the present contract unless otherwise stipulated in the order for the certain conveyance.

4.2.3 The Customer shall provide packing and fastening of the goods to secure them properly during the carriage. The Customer shall facilitate the weighing of the motor vehicle for the determination of the axle load after the loading, and provide the marking of the packages of the goods indicating the gross weight of each package.

4.2.4 Should the Customer fail to ensure the safety of the transport facility during loading and unloading he shall indemnify the Forwarder for any losses arising out of such failure.

4.2.5 Exporting or importing the goods from or to the territory of the RF the Customer shall submit to the Forwarder a copy of the Cargo Customs Declaration (EK-10 in case of export) or (IM-40 in case of import). The copy of the CCD is to have the marks of the Russian custom-house (stamp “Release allowed”, personal seal of the inspector attested with his signature.

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5. SETTLEMENTS

5.1 Payment for the motor transportation shall be made against invoice and waybill.

5.2 The sum for payment shall be calculated at the rate agreed upon by the parties and fixed in the order (Appendix) forming an integral part of the contract.

5.3 Payment is effected in euros or in Russian roubles converted from euros at the rate of the Central Bank of the RF on the date of debiting the settlement account of the Customer.

5.4 The commission of the Forwarder is included in the agreed freight rate.

6. LIABILITIES OF THE PARTIES

6.1 The Customer is liable for the consequences arising out of or in connection with the incorrectness, inaccuracy and incompleteness of the information indicated in the order, waybills (CMR), TIR books, as well as the loading of the goods forbidden for export or import, and failure to provide all the necessary accompanying documents.

6.2 The Customer is liable for any damage to the motor vehicle during loading and unloading and during the carriage of the goods if it was caused by the wrong placement or improper fastening of the goods in the body of the vehicle.

6.3 The Forwarder is liable for any damage to the goods during the carriage unless it was caused by force majeure circumstances as per Clause 7 of the present Contract.

6.4 The Forwarder shall indemnify for the damage caused to the goods during the carriage.

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6.5 Unless there is a written agreement to the contrary the Customer shall pay the demurrage caused by late loading or unloading at the rate of 150 euros per each day of the demurrage.

6.6 If the Customer fails to load the motor vehicle under the order he shall pay a penalty amounting to 10% of the freight rate.

7. FORCE MAJEURE

7.1 Force majeure circumstances are the events beyond the control of the Parties to the Contract which cannot be foreseen or prevented, namely change of the current legislation, military actions, civil riots, strikes, blockade, embargo, earthquake, flood, fire and other natural disasters.

7.2 The Parties are relieved from the responsibility for partial and complete non-fulfilment of their obligations under the present Contract due to force majeure circumstances.

7.3 The Party referring to such circumstances shall notify the other Party of the commencement and the cessation of the above-mentioned circumstances and shall present a Certificate issued by the Chamber of Commerce serving as a sufficient proof of such circumstances. Should one of the Parties fail to notify the other Party it shall indemnify for the suffered losses.

8. ARBITRATION

8.1 All disputes and differences arising out of the present Contract shall be settled by direct negotiations.

8.2 Should the Parties fail to reach an agreement all disputes and differences shall be submitted without recourse to courts of law to the Arbitration Commission in Vienna.

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9. OTHER PROVISIONS

9.1 Any amendments or additions to this Contract become valid if made in writing and duly signed by both Parties.

9.2 The Contract comes into force on the day of signing and the expiry date is …

9.3 The Contract is made in two copies in English and in Russian. In case of any discordant interpretation of the terms and conditions of the present Contract or any discrepancy between the wording of the English version and the Russian one, the English version is binding upon both Parties.

10. LEGAL ADRESSES AND BANKING DATA OF THE PARTIES

The Forwarder

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The Customer

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