TERMS & CONDITIONS

Article 1: Applicable terms and rule

All transports and services delivered by Europa Road NV
(hereinafter called Europa) will be governed by these general conditions
and the Convention on the Contract for the International Carriage of
Goods by Road (hereinafter called “CMR-convention”) and/or the Bill
of Lading conditions with the supplementary conditions of the ferryservice
and, in the latter case, only as agent of the relative principals,
completed by (depending on the nature and place of the services
delivered) amongst others General Conditions of the «Fédération des
Expéditeurs de Belgique», the Transport Law (Law of 25th August 1891),
Commercial Code, Code I, Title VII bis and law of 3 Mai 1999) steve-doring
conditions (in Belgium and U.K.), the General Conditions of the National
Association of Warehouse keepers and the Road Haulage Conditions
(U.K.) in their most recent version. If these regulations are not known,
these will be transmitted on first demand. In case of discrepancies or
contradictions between these general conditions and non binding laws
or other contractual stipulations, these conditions will prevail. In case of
discrepancies or interpretation issues of these general conditions and the
Dutch version of these general conditions, the Dutch version will prevail.
No other or by the customer imposed conditions will apply, unless they
have been explicitly approved in writing by the body that is entitled to
duly represent Europa in accordance with het articles of association and the
Belgian Company law of 7 may 1999 (hereinafter called the “Competent
Body”). The nullity or unenforceability of one of the stipulations of these
general conditions will not entail the nullity or unenforceability of these
conditions as a whole. A full or partial failure or delay in enforcing an
obligation under these conditions in one or several cases, does not
prevent the enforcement of that obligation at a later date;

Article 2: Assignment and acceptance of transport assignments

There should be at least one working day between the transport order
and the loading date. The transport order should at least contain: the
information mentioned in art. 3 of these general conditions and all
information foreseen in art. 6 of the CMR convention. Unless this has
explicitly been agreed upon otherwise in writing by the Competent
Body: 1.the exact time of loading and unloading will be determined by
Europa (taking into account the planning and possibilities on the place of
loading and unloading). These times will only be indicative and the failure
to strictly respect these times will entail no financial or other harmful
consequences for Europa; 2. Any change in the transport order during
the last working day before the loading date will considered being a
cancellation. Al cancellations will entitle Europa to charge costs which will
minimally be equal to the price of the transport that was cancelled, if the
cancelation only took place within one working day before de foreseen
day of loading;3. Non of the following trans- ports will be accepted: COD
transports, transports with pallet exchanges, transports with a declaration
of value or special interest in delivery has been made (referred to in art.
23,6 juncto 24 respectively 26 CMR treaty), transports were extra handling
is prohibited, securities and bonds, transports of dangerous goods,
life stock, securities and bonds, precious metals, excisable goods. The
customers will not instruct Europa to transport goods for which a special
permit is required by law in any of the countries in which the transport
should pass by.

Article 3: Acceptance of the load – packaging – loading unloading – weight

The customer or the persons appointed by him are responsible for the
goods to be duly packed and for the loading and unloading on or of the
vehicles of Europa. The goods have to be suitable and duly packed to ensure
that they can be loaded on a curtain side trailer of 13.6 meters long, 2.4
meters width and 2.6 meters high in a secure manner and without risk
of causing damage to the trailer, the driver or third parties, also taking
into account the sea journey. Unless the customer has notified Europa
beforehand in writing of any other specifications, the following provisions
shall apply between the parties: 1. The center of gravity of each load unit
shall be transversally and longitudinally symmetrical; 2. The center of
gravity of each load unit shall be located no higher than 10cm above half
of the height of the unit load; 3. Each load unit shall be able to withstand
the forces of a lashing in the form of a top-overlashing 50 mm wide with
a standard tension force of 500 daN without the use of corner guards;4.
Each load unit shall remain stable in the event of a lateral and backward
acceleration of up to 0.5g and a forward deceleration of up to 0.8g. It
is possible to provide evidence of this if requested by the inspection
authorities. 5. The bottom of the load unit is composed of rough wood.
The customer has to provide the following information beforehand in
writing: 1. The mass per load unit and the total mass of the cargo. Under
current legislation 26 ton is the maximum weight of the load. The weight
that the customer has written down in the CMR documents can only be
held against Europa if a check referred to in art. 8, 3 of the CMR convention);
2.The external dimensions (length, width and height) per load unit; 3. The
load unit orientation to implement during transport (which measurement
in the direction of the traffic flow); 4. Limitations concerning the use of
direct lashing methods; 5. Any divergences from the aforementioned
provisions 1 to 5. Europa reserves all rights if the customer’s failure to comply
with the aforementioned arrangements should result in any criminal
or other legal proceedings. All persons found on the load- or unloading
place given up by the customer will be deemed to be duly authorized by
the customer to perform loading- respectively unloading operations, to
be fully mandated to sign the transport documents and accept possible
remarks or reservations on these documents, in the name and for the
account of the customer.

Article 4: Quotes/offers – Prices – Costs – Waiting hours

The prices offered by Europa are in EUR or GBP (as will be specified) and
will be valid for all transports that have to be loaded within 30 days after
the offer has been given. The prices are always subject to availability of
trailers and traction. The offered prices include: traction, maut, traffic taxes
and basic sea freight cost for the sea route that Europa is free to choose
(however subject to sudden increases of exchange rates, sea freight prices,
diesel and other costs which are included in the price according to the
above enumeration. The prices do not include: diesel (unless explicitly
mentioned otherwise in our offers), BAF, customs and excise rights, VAT or
any other cost that have not been mentioned before. The price includes
one stop for loading and one stop for unloading. The price includes 2
hours of waiting per load- or unload operation for full loads, and 1 hour
per load- and unload operation for part loads (this is less than 9 loading
meters). If extra stops for (un)loading are required or longer time is
needed for the (un)loading operations, an extra compensation will be due,
bearing in mind the extra kilometers driven and/or times spent on a new
stop and/or the time spent waiting. This will be charged at the normal
market rates of that moment however with a minimum of 35 EUR or 30
GBP per started extra hour.

Article 5: Liability

The liability for the transport is entirely governed by the CMR convention.
When it comes to other services or when the Competent Body of Europa
has explicitly agreed to accept a declaration of value or special interest in
delivery, Europa will not be responsible for damage suffered by the customer
or third parties as a caused by force majeure or third parties. Unless in
case of deliberate cause of damage, the responsibility of Europa towards the
customer or third parties with whom Europa deals as a consequence of the
transport will always be limited to the amount that the customer owes
Europa or to the amount which is covered by the insurance taken on by Europa.
Europa will never be liable for any consequential damages or loss of profit or
other consequential losses of any kind.

Article 6: Payment

All payments are due at the latest before the maturity stated in the
invoice and is payable at the registered office of Europa. Disputed or not
accepted debts of Europa towards the customer can never be set off against
or compensation with non disputed claims of Europa on the customer. To be
valid any dispute should be made by registered mail within 5 days after
the date of invoice. Europa has all possible col- laterals and security rights as
provided for in all relevant law and legislation (amongst others but not
limited to 20,7° Hypotheekwet, art. 60 wet op de Rivierbevrachtingen, art.
125 Zeevrachtwet). Europa can refuse to deliver the goods under her control,
as long as the customer has not complied with her obligations, whether
or not these obligations pertain to the goods in the possession or under
the control of Europa or a third party. All transports and services rendered
to a customer are part of one contract with that customer and are to be
considered one and indivisible. Parties explicitly agree that all goods that
have been put by the customer under the control of Europa, will be collateral
for payments of the claims of Europa on its customer. In case of non timely
payment the customer will be due (automatically and without any need
of summons): an interest equal to the interest foreseen in the law of
2 August 2002 combating late payment in commercial transactions,
increased with 3%. On top of that, and in accordance with 1226 Belgian
Civil Code a lump sum conventional compensation equal to 10% of the
amounts due is due. By default of timely payment of one invoice, all other
invoices will become mature and immediately due.

Article 7: Applicable law – jurisdiction

The execution interpretation of and possible disputes about this
agreement will be governed by the laws of Belgium. In case of dispute the
courts of the jurisdiction of the registered office of Europa will be competent.