MY SHIPMINTS' TERMS AND CONDITIONS

SCHEDULE C: TERMS AND CONDITIONS

1. DUE DILIGENCE 1.1. As per Shipmints due diligence procedures, the validity of this Agreement is subject to the Company successfully passing sanction and compliance checks performed within 30 days of the Effective Date of this Agreement (“Initial Check”). 1.2. The Company consents to Shipmints performing sanction and compliance checks (“Subsequent Checks”) on a continuous basis as and when it deems fit. In the event that the Company does not successfully pass any Subsequent Checks, Shipmints shall have the right to cancel this Agreement immediately upon written notice to the Company and may withdraw and/or refrain from submitting any pending shipments for the Company. Shipmints shall not be liable for any damages suffered by the Company as a result thereof.
2. REVIEW OF FEES AND TERMS AND CONDITIONS 2.1. SHIPMINTS reserves the right to review its fees and the terms and conditions withheld in Schedule C on an annual basis. 2.2. As security for payments of any sum due or to become due to us under the terms of this Agreement, SHIPMINTS shall have the right, if necessary, to retain possession of, and shall have a lien on all property owned by you and in our possession, and all work in process and undelivered work.
3. RATES AND PAYMENT 3.1. Rates quoted are based on Shipmints Carriers’ standard terms and conditions of carriage. Shipmints operating process does not include any non-standard or tailored services, such as but not limited to dedicated transport, enhanced customs services or on-site services unless otherwise agreed upon in writing. 3.2. Rates are calculated on the basis that shipment flows are as per the Incoterms provided. 3.3. The initial rates will be based on indicative costing only and subject to change at the time of actual shipment depending on additional costs, space availability, acceptance, currency fluctuations, final weight and dimensions being received. 3.4. The rates for transportation, services, and surcharges are based on shipment volume and/or a revenue commitment per month. In the event of a shortfall on the projected shipment volume or on the committed revenue (for all or for a specific product) and/or in the event of a substantial change in the shipment volume, weight or destination mix, Shipmints Carriers reserve the right to revise the rates at any time. 3.5. Volumetric weight factors vary according to type of transport such as air freight, ocean freight, rail, road or express and apply to quoted rates. Shipments will be charged according to the higher of actual or volumetric (dimensional) weight. The Company may request the volumetric weight information from SHIPMINTS prior to shipment. 3.6. Rates are exclusive of value-added tax (VAT), sales taxes (or equivalent), customs duties, any customs stops, storage or detention fees that might be applicable and other government taxes imposed with respect to the provision of SHIPMINTS Services. 3.7. All charges are due before Services are performed unless other written arrangements have been made in advance between the Parties. SHIPMINTS has the right to demand prepayment or guarantee of the charges at the time of request for Services. A failure to pay timely will result in the Company having to pay direct in advance for future Services. SHIPMINTS retains the right to hold the Company’s goods for non-payment. If a credit card is provided to SHIPMINTS, SHIPMINTS is authorised to bill to such credit card for any unpaid charges for Services provided to the Company, including charges for return shipping. 3.8. Any payments due to SHIPMINTS may be set off against any money due to the Company by SHIPMINTS. 3.9. In the event that the Company incurs customs duties, customs stops, storage or detention fees or other government taxes imposed as a result of the shipment, these charges plus an administration fee will be billed directly to the Company. 3.10. In the event that goods are withheld by customs authorities, the Company will still be liable to pay over freight, VAT, duties and other stoppage fees related to the shipment. 3.11. Any disputes related to invoices should be submitted by the Company within 15 days from the date of the invoice or the invoice due date.

4. UNFORESEEN ADDITIONAL CHARGES 4.1. Additional charges related to unforeseen optional services and surcharges are billed in accordance with the standards in effect at the time the shipment booking was made. Additional charges are paid in addition to applicable transportation charges and apply whenever any optional service is requested, or the surcharge is required. 4.2. Any additional governmental or regulatory charge applicable to the Service which result in increased costs, will be passed on proportionately to the Company and included in the invoice issued by SHIPMINTS. 4.3. SHIPMINTS reserves the right to apply surcharges to recover costs associated with temporary emergency situations beyond its control which could not have been reasonably foreseen at the commencement of this Agreement. These surcharges will apply in addition to existing rates. 4.4. The shipment of goods to or from remote areas can result in additional charges. 4.5.. Upon the Company’s negligence in providing accurate input of their packages’ weights and/or dimensions, poor packaging which may distort the provided measurements, or as a result of requiring the Shipment of uniquely shaped packages, the Company may incur additional handling charges and further increases to the billable weights and final transportation rates.
5. GENERAL PRICE INCREASE 5.1. Most of Shipmints Carrier’s pricing is valid until December 31st of the year the rates are quoted. The rates are subject to adjustment in accordance with Shipmints Carrier’s annual change to its published rates in each country, which normally occurs on January 1st of each year. 5.2. Rates are subject to Shipmints Carrier’s seasonal surcharges as well as public holiday surcharges.
6. CURRENCY 6.1. Where the Parties agree to invoice in a different currency from the quoted Carrier’s currency, then rates shall be converted to the billing currency at the floating currency exchange rate prevailing at the time of pickup of the shipment.
7. HIGH INFLATION 7.1. In the event that the annual inflation rate of the country for which the rates are quoted would exceed 5%, SHIPMINTS shall have the right to adjust the rates applicable to said country upon prior notice to the Company.
8. PARTNER COMPANIES 8.1. The rates are only offered to the Company and cannot be extended to third parties. Majority-owned subsidiaries of the Company and other parties can be added to this Agreement on mutual written agreement.
9. RESTRICTIONS 9.1. Package size and weight restrictions differ by country or the Carrier’s services and will need to fall within regulations.

10. RESTRICTED COMMODITIES 10.1. This Agreement does not provide for the shipment of alcohol or other items and conditions that may be prohibited or restricted by law or by Shipmints Carriers’ Service Guides. The following items, including but not limited to, are not acceptable for carriage to any destination: money, explosives, human corpses or body parts, cash on delivery shipments, firearms, plants and seeds, perishables, pornography, hazardous waste, dangerous goods as deemed by SHIPMINTS, dead or live animals. 10.2. In the event that SHIPMINTS finds that the shipment includes any of the restricted commodities as set out in clause 10.1, SHIPMINTS retains the right to hand of the restricted commodities to the respective authority. 10.3. The Company takes responsibility for any information provided and warrants that the goods are within the correct regulations. The Company will be liable and agrees to indemnify SHIPMINTS for any costs, penalties or fines which may be incurred if any shipment is found to violate clause 10.1 and for any legal costs that SHIPMINTS incurs in connection with such violations.
11. WARRANTIES 11.1. By utilising the Services, the Company will provide certain information about the goods and Shipment to which Shipmints Carriers have made various assumptions. The Company warrants that all information provided is complete and accurate. Shipmints Carriers shall have no liability whatsoever (including negligence or otherwise) to the Company or any other Party relying on any such information, in the event that the information is shown to be inaccurate, misleading or out-of-date. 11.2. The Company shall indemnify and hold SHIPMINTS harmless for any loss or damage arising out of Company’s failure to comply with the following warranties and representations: 11.2.1. The Company will not withhold any information and/or documentation for SHIPMINTS to perform the services in terms of this Agreement; 11.2.2. The Company warrants that all documentation and/ or information which it provides to SHIPMINTS is, to the best of its knowledge, unedited and both true and correct; 11.2.3. The Company has complied with all applicable laws, including but not limited to, government export controls, privacy and data protection laws, sanctions, embargos and anti-bribery laws; and 11.2.4. The Company has obtained all necessary consents in relation to personal data provided to SHIPMINTS including Receiver’s data as may be required for transport, customs clearance and delivery, such as location addresses, e-mail address and phone numbers. 11.2.5. The Company herewith provides SHIPMINTS and/or its representatives with the necessary authorisation to sign documentation on its behalf with regards to the clearance process. 11.3. SHIPMINTS warrants that: 11.3.1. the Services shall be carried out in a professional workman like manner; 11.3.2. it shall adhere, as far as reasonably practicable, to all time period and/or limitations imposed by the relevant tax authority; 11.3.3. it shall endeavour to provide the Services with due skill and care. However, SHIPMINTS cannot warrant or guarantee that the Services, in isolation and in totality, will result in partial or full Refund/s and/or successful Local Claim/s; and 11.3.4. The findings, opinions and conclusions provided by SHIPMINTS do not profess to be facts or guarantees. SHIPMINTS shall not be held liable for any action, undertaking or omission by the Company on the basis of the findings, opinions and/or conclusions provided by SHIPMINTS. 11.4. The Parties warrant that they have not involved nor participated in and will not be involved nor participate at any time in tax avoidance, tax evasion, fraudulent activity and/or any non-compliance related to VAT or any other taxation matters. The Company remains at all material times, responsible for any and all VAT related affairs. SHIPMINTS cannot be held liable for the Company’s failure to ensure compliance with the clause. 11.5. The warranties in this clause 11 shall not apply in the event that the breach of warranty is (i) a result of a fortuitous event and/or (ii) any data provided to SHIPMINTS by the Company is inaccurate, not up to date and/or falsely amended in any manner other than as required by law or industry practice.

12. CONFIDENTIAL INFORMATION 12.1. This Agreement and documents expressly incorporated herein by reference, including any and all quotations, rates, proposals or statements of work, contain confidential information about SHIPMINTS, its Carriers and its affiliates. This confidential information is provided to the Company for the limited purpose of enabling the Company to utilise Shipmints Services and shall be held in strict confidence by the Company and may not be disclosed unless required by law. 12.2. As a condition for the use of the information in this Agreement, the Company agrees not to use such information for any other purposes. 12.3. Copies of this Agreement and documents expressly incorporated herein by reference may only be provided, and disclosure of the information contained within, may only be made to employees of the Company (on a need-to-know basis) and its named representatives who are bound to confidentiality with respect to the information, and shall not be disclosed to any third party. 12.4. The Company agrees not to post or publicly display the terms of this Agreement or the pricing contained herein. 12.5. The Parties also agree that any discussions or negotiations regarding the pricing or any changes thereto (including but not limited to future pricing offerings) are also confidential and are subject to this provision of confidentiality. 12.6. The Company acknowledges that any disclosure of confidential information in breach of clause 11, may entitle SHIPMINTS to injunctive relief in addition to any and all other remedies.
13. DATA PROTECTION 13.1. For the purpose of this Agreement “Information” shall mean any content, data or other information transmitted to or from, or stored on Shipmints information technology system. 13.2. The Parties shall take all reasonable steps to protect the Information that it receives from the other Party and to adopt reasonable security measures depending on sensitivity of such Information. 13.3. The Parties undertake not to use or disclose to any third party, any Information belonging to the other Party unless it needs to do so by law or to perform its obligations under this Agreement. 13.4. The Company acknowledges that personal data relating to the Company may be processed by SHIPMINTS and any relevant third parties. The Company expressly consents to such processing (including any such transfer) on the understanding that any personal data will be processed fairly and lawfully in accordance with any applicable data protection legislation.
14. LIMITATION OF LIABILITY 14.1. The conditions of carriage limit and in certain events exclude the Carrier’s liability for loss, destruction, damage and delay and require claims to be made within strict time limits. The conditions of carriage are expressly incorporated herein by reference. 14.2. SHIPMINTS shall not be held liable for any claim of whatsoever nature (whether in contract or in delict) and whether for damages or otherwise, howsoever arising, in favour of the Company and/or a third party, unless such claim arises from a proven grossly negligent act or grossly negligent omission on the part of SHIPMINTS, its employees or its authorised agents. 14.3. Save as required by law, the sole aggregate liability of SHIPMINTS to the Company arising out of or in connection with any gross negligence or misconduct by SHIPMINTS of this Agreement shall be limited to the lesser of the following respective amounts: 14.3.1. The value of the Goods evidenced by the relevant documentation or declared by the Customer for Customs purposes or for any purpose connected with their transportation, including the value of the Goods declared for insurance purposes; 14.3.2. The fees raised by SHIPMINTS for its services in connection with the Goods, but excluding any amount payable for rates and taxes, prior to the incident giving rise to the Damages.

15. ADVANCE NOTICE IN CASE OF UNEXPECTED VOLUME 15.1. The Company shall give SHIPMINTS at least twenty-four (24) hours advance written notice of any known or anticipated package volume surges. For each account, a “package volume surge” occurs when the Company tenders packages which substantially exceed the number, type, size, and/or weight of packages tendered, on average, for such account by the Company throughout the prior year. In such event, SHIPMINTS may, at its sole option, either accept such packages subject to waiver of commitment times or decline to accept such packages without further obligation of any kind to the Company.
16. INDEMNITY 16.1. SHIPMINTS shall indemnify and hold harmless the Company on demand against any claims, liabilities, losses, costs, proceedings, damages or expenses arising out of or in connection with any gross negligence by SHIPMINTS of this Agreement (“Damages”). 16.2. Save as required by law, the sole aggregate liability of SHIPMINTS to the Company arising out of or in connection with any gross negligence by SHIPMINTS of this Agreement shall be limited to the value of Shipmints fee charged for the shipment prior to the incident giving rise to the Damages. 16.3. Notwithstanding the provisions of clause 19.1 and 19.2 the following exclusions are applicable: 16.3.1. The success and the timing of the shipments may be dependent on the relevant, complete and accurate information being provided by the Company to SHIPMINTS. The Company shall not be entitled to any Damages or additional compensation as a consequence of any delays or interference, inaccuracies and/or any information that is not provided to SHIPMINTS, whether intentionally or not. 16.3.2. SHIPMINTS shall use all reasonable endeavours to provide the Services with due skill and care and in accordance with good industry practice. However, SHIPMINTS cannot warrant or guarantee that the Services, in isolation and in totality, will result in full refunds, deliveries and compliancy, and any Damages as a consequence of any act or omission in relation to the Services by SHIPMINTS shall not be recoverable by the Company from SHIPMINTS. 16.3.3. The findings, opinions and conclusions provided by SHIPMINTS do not profess to be facts or guarantees. SHIPMINTS shall not be held liable for any action, undertaking or omission by the Company on the basis of the findings, opinions and/or conclusions provided by SHIPMINTS. 16.3.4. The Company agrees that any suggestions and/or estimations provided by SHIPMINTS (such as tariff classifications or related, taxes and duties, or fees) do not constitute legal advice to the Company or any other Person. SHIPMINTS does not guarantee the accuracy of any information provided by SHIPMINTS or any of its representatives. SHIPMINTS shall not be liable to any Person or entity for any direct, indirect, consequential, incidental or other damages under any theory of law for any errors in the information, fees, forms, or features of the SHIPMINTS platform. 16.3.5. VAT, duties and any stoppage fees will still be payable by the Company.
17. DEMURRAGE 17.1. The Company assumes no liability for demurrage (whether related to marine movements or otherwise), except if such demurrage is the result of the Company’s negligence or wilful misconduct.
18. FORCE MAJEURE 18.1. The Parties shall not be liable for damages, any delay or failure to perform any of the terms and provisions of this Agreement arising from causes beyond its control, including but not limited to, acts of God or public enemies, acts of civil or military authority, labour disputes, fires, riots, wars or conditions of war, embargoes, accidents, epidemics, floods or other unusually severe weather, closing or obstruction of highways, runways, bridges or ferries any of which have a material, substantial and adverse effect on either Parties ability to perform pursuant to the terms of this Agreement. 18.2. The Party claiming force majeure shall notify the other Party within twenty-four (24) hours of when it learns of the existence of such a condition as stipulated in clause 18.1 and shall similarly notify the other within a period of two working days after the condition is remedied. If such a condition of force majeure, however, is not remedied within sixty (60) days, the unaffected Party shall have the right to terminate this Agreement.

19. TERMINATION 19.1. This Agreement will be cancelled if either Party terminates this Agreement in writing by giving notice to the other Party at least ninety (90) days before the end of any two (2) year period after the Initial Period (“the Termination Date”). The Company is not permitted to terminate this Agreement during the Initial Period. 19.2. Furthermore, in the event that the Company terminates this Agreement, SHIPMINTS shall be entitled to proceed with the shipment of any goods that have been prepared or are in the process of being prepared by SHIPMINTS prior to the Termination Date. SHIPMINTS reserves the right to charge the Company the relevant fee/s stipulated in clause 2 of the Client Agreement for the Services. 19.3. Once a shipment has been approved in writing by the Company, the shipment cannot be terminated by the Company. If the Company still wishes to terminate the shipment, the Company will be held liable for the full cost of the shipment, unless mutually agreed by both Parties. 19.4. Either Party may terminate this agreement immediately with cause if the other Party has committed a material breach of this Agreement which has not been remedied within 14 (fourteen) days of receiving written notice from the other Party of such breach.
20. ASSIGNMENT 20.1. The rights and obligations of this Agreement are personal to the Parties and this Agreement shall not be assignable or otherwise transferrable by either Party, in whole or in part, without the written consent of the other Party, provided that the Company shall have the right to assign this Agreement, to any entity controlling, controlled by, or under common control of the Company. 20.2. Notwithstanding the provisions set out in clause 15.1 Shipmints Carriers may assign all or any part of its rights and delegate its duties under this Agreement to a directly or indirectly owned subsidiary or affiliate of Shipmints Carriers’ corporations.
21. ENVIRONMENTAL POLICY 21.1. SHIPMINTS is committed to the goal of continuously improving its environmental impact while maintaining the highest customer service, best product selection and quality, at the lowest possible cost. SHIPMINTS is committed to and adheres by the terms laid out in the SHIPMINTS Group’s Environmental Responsibility Policy.
22. SEVERABILITY 22.1. If any of the provisions of this Agreement are found by a court or any other competent authority to be void or unenforceable, such provision shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall remain and continue in full force and effect.
23. REPRESENTATIVES 23.1. SHIPMINTS reserves the right to engage and utilise a third-party representative to carry out a portion of the services as and when required.
24. COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS 24.1. SHIPMINTS shall comply with all applicable federal, and provincial/state laws, regulations, policies and practices as well as the regulations of any other country in which It performs services under this Agreement. In particular, and without detracting from the generality of the foregoing, SHIPMINTS shall use its best endeavours to be in full compliance with, any legal requirements pertaining to the transportation of hazardous materials, dangerous goods or overweight containers.


25. GOVERNING LAW 25.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa and the Parties submit to the exclusive jurisdiction of the Magistrates court. 26. LANGUAGE 26.1. In the event that this Agreement is executed in English and any other language, the English version shall prevail. 27. GENERAL 27.1. SHIPMINTS will have no liability for any delay or failure in performance of its obligations where this arises from matters outside its reasonable control. 27.2. Any failure by SHIPMINTS to enforce at any particular time any one or more of its rights under this Agreement shall not be deemed a waiver of such rights or of the right to enforce this Agreement subsequently. 27.3. Headings contained in this Agreement are for reference purposes only and shall not affect the intended meanings of the clauses to which they relate. 27.4. Failure or neglect by SHIPMINTS to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver by SHIPMINTS of those rights nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Shipmints rights to take subsequent action. 27.5. This Agreement may not be modified or amended except in writing and signed by a duly authorised representative of both Parties. 27.6. The rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of this Agreement, shall not apply to this Agreement 27.7 Should SHIPMINTS instruct its attorneys or collection agent to collect any overdue amounts, or to take any action against THE APPLICANT in the implementation or protection of Shipmints rights, SHIPMINTS shall be entitled to the recovery of all legal or collection costs arising there from, on the scale as between attorney and own client, agent or collection agency and own client.	29.2. SHIPMINTS OBLIGATIONS 29.2.2 SHIPMINTS undertakes to provide the Customs Services as set out in this agreement with due care and skill and within the time frame stipulated by the relevant VAT and/or Tax Authority. 30. EXTENDED PRODUCT COVERAGE 30.1. SHIPMINTS will arrange Extended Product Coverage on all goods being shipped by the Company. Extended Product Coverage includes: (i) a dedicated accounts representative (ii) bespoke logistic services (iii) shipment protection (iv) dedicated support services (v) coordination of import VAT reclaim and (vi) coordination of tax compliance services (the “EPC”). 30.2. By receiving shipment protection, the Company agrees to all relating terms and conditions as laid out in the “Shipment Protection Terms and Conditions”, the terms incorporated herein by reference. 30.3. In case of damage to covered goods, the Company will be able to institute a claim directly with SHIPMINTS under the conditions held in the “Shipment Protection Terms and Conditions 30.4. SHIPMINTS coordinates its import VAT reclaim and tax compliance services through its tax compliance partners. The Company acknowledges that by receiving the coordination of import VAT reclaim and tax compliance services an excess fee will be payable. 30.5. Notwithstanding the EPC listed in clause 31.1 the Company will not be eligible to receive shipment protection, if they already have insurance on the goods being shipped. 30.6. The Company can opt out of the EPC, this needs to be indicated prior to each shipment going live.
ADDITIONAL SERVICE SPECIFIC TERMS AND CONDITIONS
28. FUEL SURCHARGE 28.1. A fuel surcharge will apply to the rates. 28.2. Shipmints Carrier may from time to time elect to revise its fuel surcharges based on monthly or weekly average spot prices of US Gulf Coast (USGC) kerosene-type jet fuel, as reported by the US Department of Energy or on the most suitable national measure of diesel prices, whichever is applicable. If a lower fuel surcharge percentage is applied to fuel costs, Shipmints Carrier would simultaneously incorporate fuel costs into the rates to a greater extent. The combined effect of an increase in the rates and a decrease in the fuel surcharge would be neutral. Any such adjustments would be made automatically and in addition to the general price increase.
29. CUSTOMS SERVICES 29.1. COMPANY OBLIGATIONS 29.1.1. The Company undertakes to: I. not include any item listed as Prohibited Goods under EU legislation in these shipments, or any item subject to Licensing Control, or Quota. II. provide SHIPMINTS with a signed Power of Attorney solely in order to enable SHIPMINTS to obtain the relevant Customs Licenses required for the provision of the Customs Services pursuant to this Agreement to the Company.

Cookie	Duration	Description
cookielawinfo-checkbox-analytics	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Analytics".
cookielawinfo-checkbox-functional	11 months	The cookie is set by GDPR cookie consent to record the user consent for the cookies in the category "Functional".
cookielawinfo-checkbox-necessary	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookies is used to store the user consent for the cookies in the category "Necessary".
cookielawinfo-checkbox-others	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Other.
cookielawinfo-checkbox-performance	11 months	This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Performance".
viewed_cookie_policy	11 months	The cookie is set by the GDPR Cookie Consent plugin and is used to store whether or not user has consented to the use of cookies. It does not store any personal data.

MY SHIPMINTS’ TERMS AND CONDITIONS

Mail Man 1