Definitions

1.1. The following terms shall have the meaning as under:

Compass: Compass Corporate and its subsidiaries and affiliates, if any.

Compass as agent: Compass acts as the "agent" of the Customer for the purpose of performing duties in connection with the entry and release of goods, post entry services, the securing of export licenses, the filing of export documentation on behalf of the Customer and other dealings with Government Agencies. To avoid any doubts, as to all other services, Compass acts as an independent contractor.

Customer: Means any Person for whom, for whose benefit, or at whose request, Compass directly or indirectly renders services, including all of the Person’s agents, contractors, and/or other representatives, including shippers, importers, exporters, notify parties, carriers, secured parties, warehousemen, buyers and/or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, holders and assignees of Transport Documents, Storage Documents or other commercial documents, and other similar parties. Customer shall give copies of these Terms and Conditions to all such Persons.

Currency: The official currency of the Country as agreed upon in each agreement.

Documentation: Shall mean all information received directly or indirectly from Customer, whether in paper or electronic form

Government: Means any applicable nation, state, province, district, county, municipality, public corporation, or any court, tribunal, department, subdivision, agency or instrumentality of any of the foregoing.

IMDG Code: International Maritime Dangerous Goods Code.

Laws: Means each present and future law, statute, code, rule, regulation, ordinance, rule of law, principle of law, order, decree, judgment, guidance, or the equivalent enacted, ratified, adopted, promulgated, or issued by an applicable government, and all international conventions or otherwise mandatorily applicable under the laws of the Country.

MSDS: Means Material safety Date Sheet.

NAFL: National Association of Freight and Logistics, Dubai, UAE or a similar body in the Country, as determined by Compass.

Person: Includes an individual, trust, estate, partnership, association, business or nonprofit organization, Governmental Unit, or other legal entity.

Storage Document: Means a warehouse receipt, storage agreement, or other document evidencing the receipt of goods for storage, distribution or other handling.

Terms such as “liability”, “obligation”, and “responsibility: Includes every duty to pay money, deliver value, provide services, perform an act, or refrain from performing an act.

Third Party: Means each of the following, by whomever chosen or compensated: carrier, truckman, cartman, lighterman, forwarder, ocean transportation intermediary, ocean freight forwarder, non-vessel operating carrier, customs broker, agent, warehouseman, and each other Person to whom goods are entrusted for transportation, carriage, cartage, drayage, handling, delivery, storage, distribution, clearance, entry, or other service or activity.

Transport Document: Means a bill of lading, waybill, forwarder’s cargo receipt, contract of carriage, or other document issued by Compass evidencing the receipt of goods for carriage.

Country: Means a country where an agreement is entered into by Compass or the country where the subject matter of such agreement is executed, in either case as determined by Compass.

1.2. Terms such as “includes” and “including” are not limiting. All references to documents include documents in paper or electronic form. The captions are for convenience only and are not part of these Terms and Conditions. These Terms and Conditions shall be construed without regard to any presumption or rule requiring that they be construed against the Person causing all or part of them to be drafted. If these Terms and Conditions conflict with the terms of a Transport Document or Storage Document issued by Compass, the Transport Document or Storage Document controls. If any part of these Terms and Conditions is held invalid or unenforceable in a jurisdiction by a final, non-appealable judgment, the judgment does not affect the validity or enforceability of any other part of these Terms and Conditions in that jurisdiction or of any part of these Terms and Conditions in another jurisdiction.

2.Compass’ Role

2.1. Compass acts as the direct agent of Customer in all cases, except to the extent Compass acts as a carrier.

2.2. Unless Compass otherwise agrees, Compass has complete freedom in choosing the means, routes, and procedures to be followed in handling, transporting, loading, unloading, storing, clearing, entering, delivering, distributing, or otherwise dealing with the goods, and in choosing the third parties to perform these services only in case a part or all of the mentioned activities are considered to be the responsibility of the customer/The company. All such third parties shall be considered as the agents of Customer, therefore, Customer shall bear cost for their services, if were not expressly agreed by Compass. Advice by Compass to Customer that a particular Person has been selected to render services shall not be construed to mean that such Person will render such services or Compass will bear the cost unless agree in advance.

2.3. Any damage that can take place to the goods resulting from a third party’s fault is shall not be the responsibility of The Company and should be dealt with between the customer and the third party directly.

3. Quotations Not Binding

3.1. Compass’ Quotations are for informational purposes only, thus, must not be considered as an offer of a binding contract, therefore, they are subject to change without notice to the Customer, consequently, no quotation binds Compass unless Compass expressly agrees to handle or transport the goods at specific rates and payment terms.

3.2. The information provided in the quotation, such as pricing, services, and other details, are confidential and strictly for the benefit of the Customer addressed. Prior written consent from Compass is needed to share the information with any Third Party.

3.3. This quotation is valid for 30 days, unless otherwise specified, and supersedes all previous rates, and correspondences and all agreements. Compass reserves the right to change rate as mentioned in its sole discretion, in such an event, the customer will be notified accordingly.

3.4. Compass reserves the right to choose the carrier unless informed by customer for the carrier restriction or to choose particular carrier due to custom clearance at particular terminal.

3.5. Fuel, Currency, Security / War Risk and other surcharges imposed by land, sea or air carriers which are rated at current levels are subject to change at the carrier’s discretion.

3.6. The rates mentioned in the quotation are subject to:

• 3.6.1. Destination Terminal Handling Charges (THC) and other local charges.

• 3.6.2. Inspection fee, if required by any authority or at the load port due to random inspection and subsequent detention / demurrage charges as per official receipt. In case such procedure can cause delay or surcharges, customer agrees hereby not to hold Compass liable and to expect and accept to pay the extra fees as per the receipt(s) and the delay that can result, if any. The customer understands that such procedure is unforeseen and cannot be controlled by the company.

• 3.6.3. General Rate Increase (GRI) / Rate Restoration (RR) / Peak Season Surcharge (PSS) or any kind of sudden increase by carrier at the time of the booking.

3.7. All charges/expenses mentioned in Clause 3.6 above must be borne by the Customer in addition to the amount mentioned in the quotation.

3.8. Special equipment are subject to additional fee if re-positioning is required and/or if time is needed to arrange it from another location.

3.9. At the actual time of shipment, if the weight and dimensions / volume change and/or container size differ from what was submitted for the initial quote, then the actual charges at the time of shipment shall be borne by the Customer.

3.10. This quotation does not include insurance. Insurance is the liability of Shipper / Consignee/Customer; therefore, Compass shall not bear any kind of liabilities due to any reason whatsoever. Customer desiring insurance coverage for their cargo must obtain such insurance from outside agency. Insurance policy shall cover any damage whether it was concerned with the company “Compass” or any third party, the insurance coverage shall also include compensation for loss due to perils like hail, flood, fire, etc. In case the customer is breaching this clause, the customer agrees that the company shall not be liable for any compensation resulting from such damages to either the customer’s goods or to any third party. NAFL rules regarding Insurance is applicable to the Customer.

3.11. Quotation is subject to weight limitations and weight distribution requirements in accordance with the local and national rules and regulations of the Country(ies) of transit.

3.12. Transit time mentioned is as per the information provided by carrier, it is approximate and not confirmed dates, consequently, Compass is not responsible for any delay, and however we assure that every effort is being done to deliver the cargo on time.

3.13. Rates mentioned in the quotation apply to general cargo only and do not apply to perishable, dangerous/hazardous and oversized cargo, unless explicitly mentioned in the quotation and in this case, the customer agrees to provide the insurance policy that covers all perils concerned with the nature of the special cargo, otherwise, the company shall not be liable to compensate for any damage to the customer or to any third party.

3.14. Dangerous cargo, as defined by the International Maritime Dangerous Goods Code (IMDG Code) and for shipments from, and/or to and/or within the United States, as defined by The Code of Federal Regulations, (Title 49), shall apply provided it is approved by the line’s / carrier at the time of booking.

4. Customer’s Obligations

4.1. Customer must:

• 4.1.1. Provide and disclose all documents and information required to handle the shipment, a signed Statement Form, MSDS Sheets of all contents (including the goods’ combustibility, fragility, etc..), transport, load, unload, store, clear, enter, deliver, distribute, and otherwise deal with goods (including commercial invoices in proper form and number, other documents necessary or useful in the preparation of the customs entry, and such further information to enable Compass to perform services, including the dutiable value, weights, measures, number of pieces, packages, cartons or containers, condition of the goods, classification, country of origin, genuineness of the goods and any mark or symbol associated with them, Customer’s right to export, import and/or distribute the goods, and the admissibility of the goods, pursuant to Law, all in the languages of and as may be required by the Laws of the country of origin or of destination). In case the customer fails to comply with this clause or in case he is providing incomplete information, the company shall not be liable for any compensation derived from any loss that can take place due to the missing information to the customer or to any third party and the customer agrees to handle all associated responsibilities resulting from any damage. The customer also agrees to provide an insurance policy that covers all type of perils to Compass and to third parties taking into consideration that the policy should be valid for the duration of the service (whether transportation or storage) and in case the customer fails to comply with this clause, the customer commits to fulfill all compensation to the company and to any third party, if any.

• 4.1.2 Immediately advise Compass of any errors, discrepancies, incorrect statements, or omissions in any document or other information;

• 4.1.3 Review all documents, declarations, security filings, and other submissions prepared or filed with any Government or any other Person; and

• 4.1.4 maintain all records required under any applicable Law. Unless otherwise agreed, Compass does not act as a “record-keeper” or “third-party record- keeper” for Customer, therefore, Compass has no liability for any action taken or fines or penalties assessed by any Government because Customer fails to comply with any Law.

4.2. Compass has no liability for increased duty, penalty, fine or expense, unless caused by the negligence or other fault of Compass, in which case its liability is governed by the provisions of Clauses 7 and 8 below.

4.3. Customer represents warrants and covenants the accuracy, sufficiency, and completeness of all documents and information furnished to Compass by or for Customer. Compass has no duty to inquire into the accuracy, sufficiency, or completeness of any documents or information and in no instance shall be charged with information that Customer fails to give in writing. Compass may rely on all documents and information furnished to Compass. If Customer fails to perform any obligation, Compass may use its discretion in connection with the goods.

4.4. Customer represents, warrants and covenants that it is and will remain in compliance with all applicable Laws. Customer shall also comply with all applicable Laws of any country or other jurisdiction to, from, through, over or in which any goods may be carried, including all applicable Laws relating to the marking, packing, carriage, storage, clearance or delivery of the goods. Customer represents, warrants and covenants that the export jurisdiction and classification of all goods is correct and that it shall immediately notify Compass in writing of any changes to such information.

4.5. Customer further represents, warrants and covenants that all goods are properly marked, addressed, and packaged to withstand ocean transport, air transport, and ground transport. Compass is not liable to Customer for loss, damage, expense or delay due to the Customer’s failure to comply with these Terms and Conditions. Customer shall indemnify and hold Compass harmless against any and all claims, losses, or damages arising from the conduct of Customer or any of its officers, directors, employees, agents, owners or other Persons working for or with Customer under these Terms and Conditions that constitutes a violation of the Customer’s obligations, representations, warranties and covenants contained herein.

4.6. Where Compass prepares and/or issues a Transport Document or Storage Document, Compass has no obligation to specify thereon the number of pieces, packages and/or cartons etc. or the condition of the goods.

4.7. The Customer shall accept, and shall procure that any Shipper/Consignee or appointed agent accepts, delivery of the Services in accordance with these STCs.

4.8. Should the Consignee or any appointed agent fail to take delivery of the Goods at the Delivery Point, Compass shall be entitled to store the Goods or any part thereof at the sole risk of the Customer, such Consignee or appointed agent, whereupon the liability (if any) of Compass in respect of the Goods or that part thereof shall wholly cease. All costs (including but not limited to storage costs and legal fees) incurred by Compass as a result of the failure to take timely delivery shall be paid by the Customer to Compass upon demand.

4.9. Receipt by the Consignee entitled to delivery of the Goods without complaint is prima facie evidence that the Goods have been delivered in good condition and in accordance with th Terms and Conditions mentioned herein.

4.10. The Customer acknowledges that, where the Customer delivers to Compass, or causes Compass to deal with or handle Goods which are or may be considered to be hazardous, dangerous or capable of causing damage or adversely affecting other goods or Goods likely to attract rodents or other animal life whether declared to Compass or not, the Customer shall be liable for all losses or damage that may arise in connection with such Goods.

4.11. In relation to the Services to be provided by Compass, the Customer shall for the benefit of Compass: (i) comply with and act in accordance with any mandatory law; (ii) provide to Compass in good time and in advance all information necessary for Compass to provide the Services on a timely basis, including but not limited to details of the Shipper/Consignee or the relevant appointed agent, the details of the Goods to be shipped and desired timings for performance of the Services; (iii) provide all documentation and information necessary for Compass to provide the Services pursuant to these Terms and Conditions within a reasonable time of any request for such information being made; and (iv) cooperate with all authorities on all matters relating to the provision of the Services.

5. Shipment, Custom Clearance and Payment

5.1. Carrier reserves the right to stow cargo in the best interest of the vessel and in compliance with local, national and international rules, regulations, and conventions.

5.2. On deck shipments at shipper’s risk

5.3. The consignee shall arrange a float advance amount to Compass towards customs duty/port charges in order to avoid unnecessary delays during the customs clearance process.

5.4. All freight charges as well as surcharges are payable immediately upon receipt of our freight invoice without any deduction. Customs duties and other official government charges which are payable to port of entry & authorities have to be paid in advance. Compass Ocean Logistics reserves the right that all business is transacted CASH AGAINST DOCUMENTS, if not negotiated and agreed otherwise in a separate written form. Contact your Compass Ocean Logistics representative for a Credit Application Form. The signature of such form has to be certified by the applicable and accepted chamber of commerce & industry by Compass. Any container detention, truck waiting, damage, cleaning charges, if any, will be debited separately as per outlay.

5.5. Any additional costs, fines etc. caused by the importer and/or exporter or his suppliers such as detention charges, claims due to damaged containers, storage charges in the port etc. have to be paid immediately by the customer. Compass has the right to hold the Customer’s shipments if they fail to pay Compass’s dues on time.

5.6. All charges must be paid by Customer in advance unless Compass agrees in writing to extend credit to Customer; the granting of credit to a Customer in connection with a particular transaction shall not be considered a waiver of this provision by Compass. Compass may in its sole discretion extend credit to Customer. The amount and terms of credit are subject to Compass’ periodic review. Compass may in its sole discretion increase, decrease, suspend or revoke credit at any time for any reason and without advance notice. Except to the extent Compass otherwise agrees, Compass has no obligation to make or incur any expense, guarantee or advance for any purpose.

5.7. The compensation of Compass for its services and advances shall be includedwith and is in addition to the rates and charges of all third parties to handle,transport, load, unload, store, clear, enter, deliver, distribute or otherwise dealwith the goods, and shall be exclusive of any brokerage, commissions, dividends or other revenue received by Compass from insurers or otherPersons. Customer shall pay all costs, expenses and fees (including reasonable attorneys’ fees) incurred by Compass in connection with (a) the enforcement of payment or performance of any indebtedness or obligation of Customer(including by any action or participation in, or in connection with, a bankruptcy orinsolvency proceeding, wherever pending) or (b) any dispute between Compassand Customer or any other Person. All amounts owed to Compass must be paidin the lawful currency specified in Compass’ invoices in immediately available funds, without abatement, counterclaim, set-off, recoupment, and free and clear of, and without any deduction or withholding for, any taxes, duties, confiscation, detention, or other matters.

6. Insurance

6.1. Unless Compass otherwise agrees, Compass has no obligation to procure insurance, therefore, it is the Customer responsibility to arrange for appropriate insurance policy for the goods. In the event, the Customer failed to arrange insurance policy for the goods, then, in such an event, the Customer hereby expressly waives all his legal rights provided herein or under any other applicable law, consequently, to claim any losses from Compass in case of any damages.

6.2. In the event, Compass agrees to procure insurance, Compass reserves the right to select the insurance companies and underwriters. The insured shall have recourse against the insurer only and not against Compass. Customer is responsible for all insurance premiums and for Compass’ charges to arrange for insurance. In the event, any legal action is required, then, it will be the Customer responsibility to take such legal action, thus, Compass will not take any kind of action on behalf of the Customer, however, Compass may assist at the sole cost of the Customer.

7. Limitation of Liability for Loss, Damage, Expense or Delay.

7.1. All parties, the company and the customer agreed that the company will not be responsible for compensating the customer for any damage or loss that can affect the goods due to the fault of a third party. Compass has no obligations other than those mentioned in this Terms and Conditions or in any Transport Document or Storage Document issued by the company. Except as specifically set forth in these Terms and Conditions, Compass makes no express or implied warranties in connection with its services.

7.2. All parties, the company and the customer agreed that in case of a proven negligence or other fault by Compass whether directly or indirectly, the maximum liability of Compass shall be limited to an amount of AED 50,000 (Fifty Thousand Dirhams, or its equivalent in the Currency of the Country) or 10% of the goods value at the time of shipping, or storing them, whichever is less regardless to the actual value of the container or the goods which has been damaged by loss, fire, drowning, flood, or any other damage whether mentioned or not. It also has been agreed between the customer and Compass that such compensation is final, it may not be revalued again either by the Customer or by any other party. In the absence of proven negligence or other fault by Compass while the goods are in the physical custody of Compass, Compass has no liability whatsoever for any loss, damage, expense or delay.

7.3. Compass shall be relieved of liability for any loss or damage if and to the extent that such loss or damage is caused by:

• 7.3.1. Strike, lock-out, stoppage or restraint of labour, fire, acts of God, the consequences of which Compass is unable to avoid by the exercise of reasonable diligence.

• 7.3.2. Any cause or event which Compass is unable to avoid and the consequences whereof Compass is unable to prevent by the exercise of reasonable diligence.

7.4. Subject to the further limitations of liability in Clauses 7.5 and 7.7 below, Compass’ liability for any loss, damage, expense or delay resulting from the proven negligence or other fault of Compass is limited as follows:

• 7.4.1. If the claim arises from Compass’ Customs brokerage services, the lesser of Fifty Dirham (AED 50 or its equivalent in Currency of the Country) per entry or the amount of brokerage fees paid to Compass for the entry;

• 7.4.2. In the case of claims for loss or damage to goods:-

• 7.4.2.1. the value of any goods lost or damaged, or

• 7.4.2.2. a sum at the rate of Dirhams 30 (thirty Dirahms or its equivalent in Currency of the Country) per kilo of gross weight of any goods lost or damaged, subject to a limit of Dirhams 20,000 (Twenty Thousand Dirhams or its equivalent in Currency of the Country) per package or unit, whichever shall be the least.

• 7.4.3. If clauses 7.4.1 and 7.4.2. do not apply, the lesser of Fifty Dirham (AED 50 or its equivalent in Currency of the Country) per shipment or the commercial invoice value of the shipment which ever is lesser.

7.5. For the purposes of Clause 7.4, the value of the goods shall be their value when they were or should have been shipped not the value when they were purchased. It is the duty of an outside accredited valuation company to prove such value if needed.

7.6. Customer acknowledges that Compass and third parties to whom goods are entrusted limit their liability for loss, damage, expense, or delay. Customer may obtain an increase in the liability of Compass above the limits set forth in Clause 7.4 above if Compass agrees to the request before it renders any services and the agreement sets forth the limit of Compass’ liability and the additional compensation received or paid for the added liability. The Customer agrees and understands that any valuation that Customer places on the goods shall be considered for export or customs purposes only.

7.7. As a further limitation on Compass’ liability, Customer agrees that the maximum aggregate of Compass’ liability to Customer for any charges, claims, damages, liabilities, judgments, costs, expenses, payments or losses of any kind during any calendar year that are not already limited by other provisions of this Clause 7, whether or not the same arise out of or relate to services performed by Compass, shall be no more than the lesser of the following:

• 7.7.1. Dirhams 20,000 (Twenty Thousand or its equivalent in Currency of the Country) per package or unit

• 7.7.2. actual, direct damages;

• 7.7.3. the aggregate service charges paid by customer to Compass during the same period.

7.8. As a further limitation on Compass’ liability, Customer agrees that Compass shall in no event be liable for any indirect, incidental, consequential, punitive, statutory or special damages, including lost profits, income or opportunity even if Compass is on notice of the possibility of any such damages or for the acts or omissions of any other person and however arising, including for breach of contract, tort, negligence, willful or intentional acts or omissions.

7.9. The limitations and exclusions in this Clause 7 apply even if they cause any remedy otherwise available to fail of its essential purpose and without regard to Compass’ performance of failure or delay of performance.

7.10. Customer hereby waives all rights and remedies under the Carmack Amendment.

7.11. Goods may be entrusted to third parties subject to all conditions as to limitations of liability for loss, damage, expense or delay and to all rules, regulations, requirements and conditions appearing in Transport Documents, Storage Documents, receipts, tariffs, or other documents issued by such Persons. Compass has no additional liability for any loss, damage, expense, or delay caused by the acts or omissions of third parties.

7.12. Customer and Compass agree that in case of any breach by Customer towards paying the due amounts or fee accrued by Compass, Compass shall have irrevocable and uncontested right to issue immediate orders from the competent court to sell the Customer’s goods to recover their fees and expenses. Customer shall continue to remain liable for any deficiency in total fee or any other expenses incurred by Compass.

8. Limitation of Actions

8.1. With respect to any act or omission by Compass, Customer must present to Compass at Compass Logistics International office:

• 8.1.1. a preliminary notice of claim within fourteen (14) days after the loss or incident giving rise to the claim and

• 8.1.2. a formal written sworn proof of claim within sixty (60) days from the date of loss or incident giving rise to the claim. Failure to satisfy these requirements is a complete defense to any suit or action by Customer, to the extent applicable Law does not mandatorily provide otherwise.

8.2. As an additional requirement, any suit to recover on a claim against Compass must be commenced within one (1) year after the date of delivery or release of the goods, the date when the goods should have been delivered or released, or the date when any other loss, damage, expense, or delay first arose.

9. Indemnification

9.1. Customer shall indemnify Compass and hold Compass harmless from and against all charges, claims, damages, liabilities, judgments, costs, expenses, payments or losses of any kind (including for purchase price, freight, storage, demurrage, detention, duties, taxes, fines, penalties, incidental, indirect, consequential or exemplary damages, and Compass’ litigation expenses and reasonable expenses, including attorneys’ fees) arising from or related to any one or more of the following:

• 9.1.1. any breach of any representation, warranty, covenant, agreement, undertaking, consent, or waiver by Customer;

• 9.1.2. any failure of Customer to pay or perform when due its obligations to Compass or to any other Person (including any Government, carrier, vendor, holder or assignee of any Transport Document, Storage Document, or other commercial document);

• 9.1.3. Any claims of a General Average nature which may be made on Compass.

• 9.1.4. Customer’s violation of any Law or failure to disclose, correct, or complete any entry, export, security or other data or documents;

• 9.1.5. any other claim by any such other Person, in each case, even if not due to any negligence or other fault of Customer or caused by the Goods provided by the Customer due to any reason whatsoever.

9.2. If any action, claim, suit or proceeding is brought against Compass, Compass shall give notice in writing to the Customer by mail to the address on file with Compass. At Customer’s expense Compass may employ attorneys and other professionals of its own choice in connection with any indemnified matter.

10. Sale of Perishable Goods

10.1. Perishable goods or live animals for which Customer gives no instructions for disposition may be sold or otherwise disposed of without any notice to the Customer, owner, or consignee, and payment or tender of the net proceeds of any sale after deduction of charges is equivalent to delivery of the goods. If for any reason a shipment is refused or remains unclaimed at any place or is returned, the Customer must still pay Compass for all charges and expenses in connection with the goods. Nothing obligates Compass to forward, enter or clear the goods or arrange for their disposal.

11. General Lien on any Property

11.1. Compass has a general lien on any and all property (and documents relating thereto) now or hereafter in Compass’ possession, custody or control or en route as security for all existing and future indebtedness and obligations of Customer to Compass. This lien is in addition to any other rights and remedies Compass may have under other agreements or applicable Law, and shall survive delivery or release of any property. Compass has the right to withhold delivery or release of any property if Customer is in breach of any indebtedness or obligation to Compass, even if not related to such property.

11.2. If any such indebtedness or obligation is unsatisfied, Compass may, and without the need to obtain any judgment or decree from the court or tribunal, and in addition to all other rights and remedies under other agreements and/or applicable Law, exercise all of the rights of lien by selling the goods on any price to recover its dues. Any notice required to be given of a sale or other disposition made at least seven (7) days before a proposed action constitutes fair and reasonable notice. Any surplus from the sale or other disposition, after deduction for all sums owed to Compass, shall be transmitted to Customer, and Customer shall be liable for any deficiency.

11.3. In connection with warehouse services provided by Compass, Compass shall have a general warehouse lien for all lawful charges for storage and preservation of goods; also for all lawful claims for money advanced, interest, insurance, transportation, labor, weighing coopering, and other charges and expenses in relation to such goods, and for the balance on any other accounts that may be due. Compass has the right of a general warehouse lien for all such charges, advances and expenses with respect to any other goods stored by Customer in any other facility owned or operated by Compass.

12. Intellectual Property

12.1. Compass’ intellectual property provided, demonstrated or used in connection with any services, including databases, software, web pages, programs, processes and procedures, reports, manuals, presentations, patents, trademarks, copyrights, trade secrets, service marks, know-how and any other similar rights or intangible assets recognized under applicable Law (all of the foregoing, including source codes and similar information, “Intellectual Property”), was developed and maintained at great expense, is of great value to Compass, is confidential and proprietary, and shall remain the sole and exclusive property of Compass at all times. Without Compass’ prior written consent, Customer shall neither directly nor indirectly attempt to or actually disclose, use, re-create, duplicate, decode, alter, change, disassemble, decompile, or reverse engineer any Intellectual Property. Customer acknowledges and agrees that a violation of any of the foregoing shall cause irreparable harm to Compass.

13. Data Privacy

13.1. Customer represents, warrants and covenants that it complies with all applicable privacy and data protection Laws with respect to information (“Customer Data”) about contacts or clients of Customer or about other Persons that Customer provides to Compass to enable Compass to perform services. With respect to Customer Data, Customer acts as a “data controller” or similar term under applicable Law. Customer further represents, warrants and covenants that it has obtained the proper consent from all data subjects to the disclosure and transfer of Customer Data to Compass. In providing services to Customer, Compass may be required to share Customer Data with Governmental Units and may process Customer Data and thus act as a “data processor” or similar term under applicable Law with respect to such data and will process Customer Data in accordance with lawful instructions from Customer. Compass may use Customer Data as part of the Customer account opening, general administration process (e.g., in order to carry out compliance, financial checks, invoicing, or debt recovery), and otherwise in performing services. The information may be transferred to or accessible from Compass’ offices around the world.

14. Force Majeure

14.1. Compass is not liable for loss, damage, expense, delay, or nonperformance resulting in whole or in part from circumstances beyond the control of Compass, including but not limited to acts of God, including flood, fire, earthquake, storm, hurricane, power failure or other natural disaster, war, hijacking, robbery, theft or terrorist activities, incidents or deteriorations to means of transportation, embargoes, civil commotions or riots, defects, nature or inherent vice of the goods, acts, breaches of contract, or omissions by Customer or any other Person who may have an interest in the goods, unavailability of proper means of transportation or ships, acts by any Government, including denial or cancellation of any import, export or other necessary license, strikes, lockouts, slowdowns or other labor conflicts.

15. Severability

15.1. In the event any Clause (s) and / or portion (s) hereof is found to be invalid and / or unenforceable, then in such event the re remainder hereof shall remain in full force and effect.

16. Miscellaneous

16.1. These Terms and Conditions shall be governed by and construed according to the Laws of Country, without regard to conflict of law principles. Customer irrevocably consents to non-exclusive jurisdiction and venue for all proceedings related to disputes involving Customer and Compass in the Courts of the Country. Customer irrevocably consents to the commencement and transfer of all proceedings to such courts. Customer also irrevocably consents to the commencement and to the transfer of venue in any action to any other venue in which Compass is party to an action brought by itself or another Person. Customer waives all defenses based on inconvenience of forum in all actions commenced in or transferred to the venues agreed to above.

16.2. In the event Customer want to store the Goods in Compass warehouses / open yard or in other place or Compass has to store the goods in any warehouse/open yard or in other place whether operated by Compass or not, in such an event, COMPASS WAREHOUSING TERMS AND CONDITIONS shall be applicable. In the event of conflict, this Terms and conditions will prevail.

16.3. The incorporation of these Terms and Conditions for transportation, shipment or warehousing into any agreement between customer and Compass, or the act of tendering goods for transportation or storage or other services by Compass shall constitute acceptance by the Customer of the Terms and Conditions set forth herein.

16.4. Notwithstanding any course of dealing, course of conduct, course of performance, or usage of trade, (a) whenever reference is made to the Compass’ agreement, acceptance, approval or consent, even if not specifically so stated such agreement, acceptance, approval or consent is not effective unless in writing and signed by a duly authorized officer of Compass, (b) neither failure nor delay by Compass to exercise any right, remedy, power, or privilege operates as a waiver, (c) no single or partial exercise of any right, remedy, power, or privilege by Compass precludes any other or further exercise thereof or the exercise of that or any other right, remedy, power, or privilege, (d) no amendment, modification, rescission, waiver or release of all or part of these Terms and Conditions, any Transport Document, or any Storage Document is effective without the Compass’ specific prior written approval. Compass may from time to time change these Terms and Conditions. The applicable Terms and Conditions can be found on Compass’ website, www.compasslog.com, are effective fifteen (15) days after such publication, and may differ from the pre-printed terms. In the event of a conflict between these Terms and Conditions and the updated version on Compass’ website in effect on the date that Compass commences services, the updated version controls.

16.5. For customs brokerage on shipments to the United States of America, the following notice required is to be given pursuant to 19 CFR part 111.29(b)(1): If you are the importer of record, payments to the broker will not relieve you of liability for customs charge in the event the charges are not paid by the broker. Therefore, if you pay by check, customs charges may be paid with a separate check payable to the “U.S. Customs Service” which shall be delivered to Customs by the broker.

16.6. Unless requested by the customer in writing and agreed to by Compass in writing, Compass shall be under no obligation to undertake any pre – or post Customs release action, including, but not limited to, obtaining binding rules, advising of liquidations, filing of petition (s) and / or protests, etc.

16.7. For customs brokerage on shipments to the United States of America, the following notice required is to be given pursuant to 19 CFR part 111.29(b)(1): If you are the importer of record, payments to the broker will not relieve you of liability for customs charge in the event the charges are not paid by the broker. Therefore, if you pay by check, customs charges may be paid with a separate check payable to the “U.S. Customs Service” which shall be delivered to Customs by the broker.

17. Termination

17.1. Either Party may terminate the Credit Facility by giving the other Party thirty (30) days written notice of its intention to do so. Compass can terminate the credit facility, with immediate effect if the Customer fails to honor the Terms and Conditions