Maersk Seasonal Sync Multi-Year Terms

1. Definitions

Affiliates - In relation to either Party, Affiliate means an entity in the same group-ownership as that Party.

Agreement – Any reference to the “Agreement” is a reference to the legally binding agreement entered into by the parties as well as any other terms incorporated by reference.

Agreement Year – Agreement Year means each twelve (12) month period starting from the Effective Date or from each anniversary of the Effective Date.

Allocation Week – Each week during the Term is an Allocation Week.

Annual Quantity Commitment – An Annual Quantity Commitment is the amount stated in the Contract Output as being the Total Nomination for an Agreement Year.

Booking Confirmation – The Booking Confirmation is a document sent by us confirming the details of a booking made under your Agreement with us.

Calendar Quarter – Calendar Quarter means a period of 3 consecutive months ending on the last day of March, June, September, or December respectively.

Carrier – A Carrier is a party that is responsible for the physical carriage of any goods booked under this Agreement.

Charges – Charges are any and all freight, costs, fees, expenses, commissions, duties, penalties, compensation, surcharges, charges or any amount whatsoever payable to us in respect of the services provided to you under this Agreement.

Contract Output – The Contract Output is a document containing the key commercial terms of this Agreement, including (a) the parties’ contact details; (b) the Term of this Agreement; (c) the parties’ Affiliates; (d) any applicable payment terms; (e) the agreed space allocation; (f) the Ocean Base Rates; (g) inland rates; (h) the rate review mechanisms; (i) the Port Pairs; (j) the Free Time; (k) the Liquidated Damages Rate and (l) the Bunker Adjustment Factor terms.

Dangerous Goods - Dangerous Goods are Goods which are or may become dangerous, hazardous, noxious (including radioactive materials), inflammable, explosive or which are or may become liable to damage any property or person whatsoever. Dangerous Goods includes, but is not limited to, any Goods that are specified as dangerous or requiring any particular special handling for the safety of the vessel, crew or Goods under the United Nations IMDG Code.

Dangerous Goods Declaration – A Dangerous Goods Declaration is a declaration in a form acceptable to us in our sole discretion.

Delta Method – The Delta Method is an Ocean Base Rate review method, whereby the Ocean Base Rates applicable to all Port Pairs shall be adjusted by a USD amount equal to the USD difference between the prevailing relevant Index on the previous review date and the current review date.

Equipment – Equipment refers to a container or containers. The defined term “Equipment” does not include any extra equipment beyond the container itself or any special equipment (e.g. flat racks, open tops, chassis).

Equipment Drop Off Point – The Equipment Drop Off Point is the place set out in the Booking Confirmation as the place at which you will return the Equipment.

Equipment Pick Up Point – The Equipment Pick Up Point is the place set out in the Booking Confirmation as the place at which you will pick up the Equipment.

Free Time – The Free Time is a period during which you will not be liable to pay us detention and demurrage Charges. Your Free Time entitlement is set out in the Contract Output .

Goods - means the whole or any part of the cargo and any packaging accepted from you including any Equipment not provided by us, any packing case, pallet, container, flat rack, platform, trailer, transportable tank or other item used for or in connection with the carriage of Goods by any means whatsoever.

Inland Corridor – An Inland Corridor is an inland route between an ocean terminal and an inland location or vice versa.

Inland Documents – The Inland Documents are all documents and information that are required or desirable for us to arrange inland transportation. The Inland Documents will at all times include (but will not be limited to): (a) any VGM documentation; (b) inland shipping Instructions; (c) an inland Dispatch Order (including customer facility address, operation window, etc); and (d) MSDS, if required. We may request additional documents for inland transportation (in our reasonable discretion) and any such documents shall be Inland Documents.

Inland Rate Review – An Inland Rate Review is an adjustment to the prevailing rates for inland transport in an Inland Corridor.

Liquidated Damages – Liquidated Damages is an amount payable by you in respect of certain breaches, which the parties have agreed is a genuine pre-estimate of the loss suffered by your failure to perform the underlying obligation.

Liquidated Damages Rate – The Liquidated Damages rate is a USD amount, against which Liquidated Damages are calculated on a per FFE basis. The Liquidated Damages Rate is contained in the Contract Output.

Minimum Quantity Commitment (“MQC”) – A Minimum Quantity Commitment is a minimum volume of cargo that you have committed to tender during a part of the Term, as set out in this Agreement. Failure to tender the Minimum Quantity Commitment shall in most cases give rise to a payment obligation in the form of Liquidated Damages, subject in each case to the terms of your Agreement with us.

Minimum Term – The Minimum Term is the minimum amount of time during which the parties are bound to perform their contractual obligations. Any Minimum Term will be set out in your Agreement with us.

Multi-Year – This Agreement is a Multi-Year agreement, meaning that the Term is longer than 12 months.

Ocean Base Rates – Ocean Base Rates are the base ocean freight rates agreed by the parties which do not include surcharges, accessorial charges, or any other charges that may otherwise be applicable to the ocean transportation of cargo.

Ocean Contract Product General Terms and Conditions – the Ocean Contract Product General Terms and Conditions are standard terms and conditions applicable to this Agreement, which are available at https://terms.maersk.com/GTC.

Origin-Destination Group – An Origin-Destination Group is a collection of Port Pairs aggregated by us between origin ports and destination ports within the same region. The Origin-Destination Groups are selected by us in our sole discretion.

Part Calendar Quarter – A Part Calendar Quarter is a period smaller than a Calendar Quarter, and which is the duration between the Effective Date and the end of the first Calendar Quarter, or between the start of the last Calendar Quarter in the Term and the end of the Term.

Percentage Method – The Percentage Method is an Ocean Base Rate review method, whereby the Ocean Base Rates applicable to all Port Pairs shall be adjusted by a percentage amount equal to the percentage difference between the prevailing relevant Index on the previous review date and the current review date.

Port Pair – A Port Pair is a load port and a discharge port, between which we may have agreed to carry Goods under this Agreement for a specified rate.

Price Ceiling – A Price Ceiling is an amount that the Ocean Base Rate provided for in any Agreement may not exceed at any time during the Term under any circumstances. If the normal application of the rate review process to an Ocean Base Rate would cause that Ocean Base Rate to exceed the Price Ceiling, the Ocean Base Rate shall be the Price Ceiling.

Price Floor – A Price Floor is a minimum amount that the relevant Ocean Base Rate shall not fall beneath under any circumstances during the Term. If the normal application of the rate review process to an Ocean Base Rate would cause that Ocean Base Rate to fall beneath the Price Floor, the applicable Ocean Base Rate shall be the Price Floor.

Seasonal Variance – The Seasonal Variance is a percentage amount by which you may adjust your Weekly Volume Nomination from week to week.

Service Commitment – The Service Commitment is defined in “Our Responsibilities” Clause.

Tariff – The Tariff sets out our tariff rates for all Port Pairs and is available on request. The Tariff is particularised in the Incorporation of Tariff Clause of this Agreement. By entering into this Agreement you confirm that you are aware of the existence of, and how to access, the Tariff and our tariff rates.

Tendered Volume – The Tendered Volume is the actual amount of cargo properly tendered to us for ocean carriage in accordance with the terms and conditions contained in this Agreement.

Term - The Term is the total period from the Effective Date to the expiration of your Agreement with us.

Total Nomination - The Total Nomination is the total volume of cargo, measured in FFE, that you intend to tender for carriage during the Term.

Transport Document – A Transport Document is the bill of lading or sea waybill, as the case may be, issued by us, or by any of our Affiliates.

Weekly Volume Nomination (“WVN”) –The Weekly Volume Nomination is an amount that you have indicated that you intend for us to carry each Allocation Week during the Term.
References to “you” or “your” are references to the shipper. References to “we” or “our” are references to the carrier.

2. Scope of this Agreement

a. This Agreement incorporates:

i. The Contract Output; and

ii. The Ocean Contract Product General Terms and Conditions.

b. This Agreement sets out the terms on which we agree to provide the services set out in the Contract Output.

c. This Agreement does not set out the parties’ liability for loss or damage to Goods or other liabilities arising during carriage. Carriage of any Goods booked under this Agreement will be governed by our Terms for Carriage which are available at Terms for Carriage | Maersk Terms.

d. Capitalised terms in this Agreement have the meaning given to them in the Definitions section in this Agreement.

e. This Agreement and the other provisions incorporated by this Agreement shall prevail over any terms and conditions that are included in any booking sent by you, or in any other communication sent by you in the formation of the Contract Output, this Agreement or any booking made pursuant to the Contract Output and this Agreement.

f. In the absence of any express prior acceptance, the act of making a booking under the Contract Output and this Agreement shall be deemed to be your irrevocable acceptance of this Agreement and the terms in the Contract Output.

3. Your responsibilities

3.1 The Basics

a. Our Seasonal Sync product provides you with the ability to adjust your allocation each week against a fixed baseline volume, in order to meet seasonal variance in your volume requirements.

b. This seasonal variance is achieved as follows (subject to the terms of this Agreement):

i. You agree to tender the Annual Quantity Commitment in each Agreement Year. The Annual Quantity Commitment is a Minimum Quantity Commitment (each, an “MQC”) under this Agreement.

ii. Your Annual Quantity Commitment for a given Agreement Year is divided by the number of weeks in that Agreement Year to give your weekly baseline volume of cargo (your “Weekly Volume Nomination”).

iii. In each Allocation Week, you may apply the Seasonal Variance to the Weekly Volume Nomination, so that you can tender more or less than the Weekly Volume Nomination (by a fixed percentage amount).

c. Details of your allocation are available at https://www.maersk.com/allocations.

d. For the purposes of volume calculations, the following equivalencies apply:

Container Type	20’	40’ HC / NOR / ‘45
Equivalency	0.5 FFE	1 FFE

In this table, “HC” means high cube container, and “NOR” means non-operating reefer container.

3.2 Forecasting

a. In order to benefit from the Seasonal Variance we require your forecast of vessel space (each a “Weekly Forecast”). Any Weekly Forecast must:

i. be provided two weeks in advance of the start of the Allocation Week in which you wish to use the Seasonal Variance; and

ii. be for an amount not greater than the Weekly Volume Nomination plus the Seasonal Variance.

b. If you fail to provide us with a Weekly Forecast, your Weekly Forecast will be deemed to be the Weekly Volume Nomination.

3.3 Your Liquidated Damages

a. Your compliance with fulfilling your MQC will be reviewed after each Agreement Year. If you fail to tender 90% of your Annual Quantity Commitment, you will be liable to pay us Liquidated Damages for the shortfall.

b. Liquidated Damages will be calculated at the Liquidated Damages Rate set out in the Contract Output, multiplied by the sum of:

i. 90% of the Annual Quantity Commitment in FFE; LESS

ii. the Tendered Volume during the relevant Agreement Year in FFE.

By way of example for guidance purposes only, if the Annual Quantity Commitment is 1,000 FFE and the Tendered Volume in the relevant quarter of the Agreement Year is 600 FFE, the Liquidated Damages will be calculated as follows:

90% of Annual Quantity Commitment (90% * 1,000FFE) = 900 FFE

LESS

Tendered Volume (600FFE)

= Liquidated Damages (300 * Liquidated Damages Rate).

c. To the extent that your failure to tender the Annual Quantity Commitment is due to:

i. any and all events beyond a party’s reasonable control including, without limitation, strikes, work stoppages, lockouts or circumstances arising from the threat thereof, acts of God, states or a public enemy, terrorism, cyber-attack, war, hostilities, riots, civil disorder, insurrection, embargo, pandemic, governmental actions (whether formal or informal) or any similar disruptions or interference with trade, marine disaster, fire or any other casualty (each a “Force Majeure Event”); or

ii. the unavailability of a vessel due to a blank sailing,
you shall not be liable to pay us Liquidated Damages.

3.4 Requirement for Additional Volume

a. Any request to carry volumes of cargo in excess of the MQC or any Weekly Volume Nomination (as adjusted by the Seasonal Variance) is outside the scope of this Agreement. If we have available capacity, then we may (in our sole discretion) offer to carry such additional volumes at the rates in the Contract Output, however additional volumes may be subject to different rates and (or) terms.

b. If we accept additional volume at the rates in the Contract Output, then any such volumes:

i. will be considered volume that we have carried under this Agreement for the purpose of calculating any Liquidated Damages that may be payable by us; and

ii. will count towards your performance of the MQC.

3.5 Sporadic Volumes

If under this Agreement your Weekly Volume Nomination for a particular trade is 2 FFE or less, that will be treated as a “Sporadic” volume. You may tender for carriage cargoes of up to 10 FFEs per week for any Port Pairs in respect of which you have agreed a Sporadic volume.

3.6 Adjustment of the Annual Quantity Commitment

a. You may request that the Annual Quantity Commitment for the next Agreement Year be adjusted to a quantity between 80% and 120% of the Annual Quantity Commitment agreed for that Agreement Year.

b. Such request must be made by giving ninety (90) days’ written notice prior to the commencement of the Agreement Year in which the adjustment is intended to take effect.

c. Our agreement to any such request is at our sole discretion.

4. Our responsibilities

4.1 Allocation of Capacity

a. We agree to the following service commitment, always subject to our Terms for Carriage (the “Service Commitment”):

i. We will accept your bookings for an amount of cargo up to the Weekly Forecast in each Allocation Week;

ii. We will load and carry your properly tendered cargoes within the Weekly Forecast;

iii. We shall not be in breach of the Service Commitment if we are unable to load your cargo on the intended vessel as stated in the Booking Confirmation, provided that the cargo is later loaded onto another vessel.

4.2 Our Liquidated Damages

a. If we fail to meet the Service Commitment for volumes that you properly seek to book, we will be liable to pay you Liquidated Damages at the Liquidated Damages Rate multiplied by:

i. the amount of cargo (measured in FFE) for which we fail to provide the Service Commitment or the Equipment as per the Equipment Clause; LESS

ii. the amount of cargo (measured in FFE) that we have accepted and carried as additional volume under this Agreement under the “Requirement for Additional Volume” clause.

b. The payment of Liquidated Damages shall be your sole remedy for our failure to provide the Service Commitment. We shall not be liable to you for any other remedy whatsoever, including but not limited to direct or indirect damages.

c. We shall not be liable to pay Liquidated Damages if our failure to provide the Service Commitment is due to a Force Majeure Event or a blank sailing.

4.3 Change to the Service

We may, in our sole discretion, discontinue any service for any of the Port Pairs referred to in this Agreement. If we discontinue our services, then we shall be under no obligation to carry any Goods affected by such discontinuance. For such time as we discontinue the service, your Weekly Volume Nomination and any MQCs for any affected Port Pairs will be reduced to zero.

5. Making a Booking

5.1 Cut-off Times

a. Bookings may be made under this Agreement from eight weeks prior to the Estimated Time of Departure (“ETD”) of the intended carrying vessel from the port of loading, provided that the booking is made and the Goods are delivered to the relevant terminal before the cut off time for that terminal.

b. The relevant cut off time applicable to each load port is determined by that load port. Our web-booking platform provides information as to the cut-off times applicable to the load port for each Port Pair. That information is indicative only and without guarantee. We are not liable if a booking is made late based on that information.

c. We are not liable for any issues in making a booking through third-party booking platforms. We are not liable for any issues in making a booking through our web-booking platform in the event of malware attack or any outage whatsoever.

5.2 Allocation Week

Each booking will be allocated to a specific Allocation Week in our system. The Allocation Week for the purposes of your bookings is the week in which the vessel carrying the Goods under your booking departs the load port.

5.3 Geographic Flexibility

a. Each rate is applicable to a Port Pair. We will aggregate each Port Pair into Origin-Destination Groups.

b. Your Weekly Volume Nomination and MQCs will be in respect of each Origin-Destination Group, meaning that you have the flexibility to make bookings in respect of a different Port Pair within the same Origin-Destination Group (provided that you have an agreed allocation for that other Port Pair).

5.4 Cancellation

a. No cancellation fee will be applicable to any bookings under this Agreement.

b. If you cancel a booking after you have collected some or all of the Equipment relating to that booking, you will be required to pay detention and demurrage charges in the amount stated in the Free Time Appendix in respect of each item of Equipment collected. No Free Time will be applicable to any such booking, and detention or demurrage (or both, as applicable) shall be calculated from the time of the Equipment pick-up, until the time when the Equipment is returned.

6. Equipment

6.1 Our Responsibility to Provide Equipment

a. We shall provide you with the Equipment indicated in the Booking Confirmation or a reasonable alternative, subject to the following:

i. We are under no obligation to provide any Equipment required for the carriage of cargo in excess of the MQC.

ii. Save for as expressly agreed in writing between the parties, we are under no obligation to provide:

1. any special grade containers, including: food/dairy, flexitank, Open Tops, Flat Racks and scrap-grade containers;

2. any Equipment from any location other than the default ‘Empty Container Depot’ stated in the Booking Confirmation; and / or

3. any Equipment on a date earlier than the Equipment ‘Release Date’ stated in the Booking Confirmation.

iii. Some Equipment grades are subject to additional charges. By making a booking to include such Equipment grades, you agree to pay the additional amount. Details of those charges can be found at https://www.maersk.com/local-information under country specific section or by contacting our relevant local office.

iv. If the parties have agreed on an Equipment Pick Up / Drop Off Point which is different from the origin / destination locations stated in the Booking Confirmation, you agree to pay any additional charges that may apply to that revised Pick Up/ Drop Off Point.

v. We only commit to providing 45’ equivalent units and non-operating reefer containers (NORs) if it is expressly confirmed in the Booking Confirmation. We reserve the right to substitute 45’ equivalent units and NORs with FFE and/or 40’HC equivalent units.

vi. Your sole and exclusive remedy for our failure to provide the Equipment indicated in the Booking Confirmation or a reasonable alternative, is that this will be treated as a failure to fulfil our Service Commitment and Liquidated Damages may be payable in accordance with the terms of this Agreement.

6.2 Your responsibilities with respect to the Equipment

a. You shall pick up the Equipment at the Equipment Pick Up Point within the applicable dates for collection of Equipment designated in the Booking Confirmation.

b. If you fail to pick up the Equipment in accordance with this Equipment Clause, we reserve the right to cancel any bookings affected by such failure on your part. Cancelled bookings will not count towards your Tendered Volume.

c. You shall return the Equipment to the Equipment Drop Off Point within the applicable dates for the return of Equipment designated in the Booking Confirmation.

d. You may nominate an Equipment Drop-Off Point of your choice, from which we will collect the Equipment if agreed in our sole discretion and an additional fee may be payable.

7. Inland Transportation

7.1 Inland Volumes

a. This Inland Transportation Clause applies where we have agreed to provide inland transportation services to you.

b. We will not be under any obligation to provide inland transportation in respect of any booking if:

i. You have requested inland transportation that differs in any way from the inland transportation that we have provided rates for as set out in the Contract Output;

ii. You have not provided us the Inland Documents at the time of making the relevant booking.

8. Fixed Rates

8.1 If the parties have agreed that the rates applicable to this Agreement are fixed throughout the Term, then this Fixed Rates Clause will apply.

8.2 Rates

a. The rates and charges contained in the Contract Output shall apply during the Term.

8.3 Inflation Clause for Multi-Year Deals

a. All basic ocean freight rates (“BAS Rates”) set out in this Agreement and in the Contract Output shall be subject to an inflation based adjustment, which shall apply automatically on each anniversary of the Start Date.

b. The inflation-based increase shall be 3.5% per annum.

c. The inflation-based adjustment after the first year of the Term shall be calculated as follows:

i. The reference index will be the International Monetary Fund, World Economic Outlook Database, “World – Inflation, average consumer prices” index (the “Reference Index”).

ii. The Reference Index can be found by accessing the World Economic Outlook Database website, selecting “By Country Groups”, selecting “World”, selecting “Inflation, average consumer prices”, and selecting the year of the rate review. The current link to obtain the reference index is: https://www.imf.org/en/Publications/WEO/weo-database/2023/April.

iii. The Reference Index provides a percentage value. This percentage value will be obtained on a date in the Carrier’s discretion during the 11th month of the Term (and the 11th month of each agreement year thereafter) (on each occasion, the “Reference Date”).

iv. The adjusted rate will be calculated by adjusting the prevailing BAS Rates on the Reference Date by the percentage value of the Reference Index on the Reference Date.

v. The Carrier shall communicate: (a) the percentage value of the Reference Index on the Reference Date; and (b) the revised BAS Rates, to the Shipper on or before the anniversary of the Start Date, provided always that the Carrier’s failure to communicate the rate adjustment shall not mean that the adjustment is not effective.

d. For Federal Maritime Commission regulated trades (“FMC Trades”) the revised BAS Rates will apply to all containers that the Carrier, its authorised agents and/or subcontractors, have taken custody of on or after the anniversary of the Start Date.

e. For any bookings that are not FMC Trades, the revised BAS Rates will apply to all bookings by which containers are carried on Vessels whose departure date was scheduled on or after the anniversary of the Start Date, regardless of whether the carriage was booked, the containers were loaded on board or the transport document was issued before the anniversary of the Start Date.

9. Rate Review

9.1 If the parties have agreed that the rates applicable to this Agreement will be subject to a periodical review, then this Rate Review Clause will apply.

9.2 Ocean Index-based Rate Review

a. The Ocean Base Rates will be adjusted based on an index agreed by the parties and subject to the review mechanism set out in the below table:

	Container Trades Statistics Index	Shanghai Containerized Freight Index	XENETA Short Term Average	XENETA Long Term Average
Terms Used for Rate Review	The Port Pairs that are subject to this Agreement and included in the Contract Output are grouped into different “Trades”. Each Trade has a “Reference Corridor”. Each Reference Corridor has a “Reference Index”. The Trades, Reference Corridors and Reference Indices are defined in the Contract Output. Each Reference Corridor has a “Starting Rate”, which is the Ocean Base Rate on the Effective Date of this Agreement. Each Trade has a “Starting Index” value, which is included in the Contract Output.
Review Frequency	The parties may agree that rate reviews occur every three, six or twelve months.
Review Mechanism	In respect of each Reference Index, we will establish the percentage difference (positive or negative) between the following Reference Index values: a) the Starting Index; and b) the average Reference Index value taken across the [insert period] prior to the date of the rate review (the “Review Index”).	In respect of each Reference Index, we will establish the percentage difference (positive or negative) between the following Reference Index values: a) the Starting Index; and b) the average Reference Index value taken across the four weeks prior to the start of the month in which the rate review takes place (the “Review Index”).	In respect of each Reference Index, we will establish the percentage difference (positive or negative) between the following Reference Index values: a) the Starting Index; and b) the Reference Index value on the 21st day of the month prior to the date on which the rate review is taking place (the “Review Index”).
Rate Adjustment	If the parties have agreed to use the Percentage Method, then the percentage difference between the Starting Index as against the Review Index shall be applied to the Starting Rate for each Port Pair to which the Reference Index is applicable and the Ocean Base Rate will be adjusted accordingly. If the parties have agreed to use the Delta Method, then the percentage difference between the Starting Index as against the Review Index shall be applied to the Reference Corridor, which will yield a United States Dollar increase or reduction (the “Price Delta”). The Price Delta shall be applied to all Corridors / Port Pairs within the same Trade as the Reference Corridor.
Price Floor and (or) Ceiling	If there is a Price Ceiling or a Price Floor for any Ocean Base Rates, then notwithstanding any rate review the rates shall not exceed the Price Ceiling or fall beneath the Price Floor.
Exceptions	N/A	The parties may agree that there be no price adjustment for any Port Pair where the difference in rates by applying the rate review methodology is less than or equal to USD50.
Acceptance of Adjusted Rates	If you tender any Goods for carriage after being notified of the adjusted rates, that will be deemed to be your acceptance of the adjusted rates.
Access to the Reference Index	Provided that you enter into a confidentiality agreement on the standard terms of the relevant body providing the Reference Index, we will take reasonable steps to arrange for the applicable indices to be made available to you on your reasonable request.	If you request access to the applicable Reference Index, we will take reasonable steps to share such Reference Index with you on your reasonable request.
Errors	If there has been an error in the application of the rate review methodology, we may rectify the error. You may discuss the rate review with us if you consider that the adjusted rates are inaccurate on the basis of the rate review methodology set out above.

9.3 Inland Transport Rate Review

This Inland Transport Rate Review Clause applies where we have agreed to provide inland transportation services to you.

Annual Price Review

a. We may review the inland transport rates annually, as follows:

i. We may present to you proposed revised inland transport rates for an Agreement Year, by not later than 30 days prior to the start of that Agreement Year.

ii. If you accept the revised rates in writing, those revised rates shall be the prevailing rates for inland transport for the following Agreement Year.

iii. If you do not accept the revised rates in writing before the start of the Agreement Year, we will not be obliged to provide any further inland transport to you. Other than for the affected inland transport, this Agreement shall remain in full force and effect.

Emergency Price Review

b. In addition to the annual price review, we may request an emergency price review of any inland transport rate(s), if (in our reasonable opinion) the underlying cost structure on which the inland transport rate(s) for any Inland Corridor(s) is based has substantially changed since the currently prevailing inland transport rates were offered.

c. A substantial change for the purposes of this Emergency Price Review Clause shall mean a change of +/- 10% to the underlying cost structure on which the prevailing inland transport rate(s) was based.

d. An emergency price review may be triggered by our written notice. Following receipt of such notice, the parties will negotiate in good faith for a period of 30 days with a common intention to agree revised inland transport rates reflecting any increases in the underlying cost structure. If those negotiations do not lead to an agreement within 30 days of the written notice, we will not be obliged to provide any further inland transport for any affected Inland Corridor(s). In such case, this Agreement shall otherwise remain in full force and effect.

10. Review, Invoicing and Payment

10.1 Reconciliation of Liquidated Damages

a. At the end of each Calendar Quarter, we will calculate each party’s liability for any Liquidated Damages due under this Agreement.

b. We will send you invoices for any Liquidated Damages due to us within a reasonable time after each annual review, or at such intervals as we may determine in our sole discretion.

c. We will follow a self-billing process for any Liquidated Damages due to you under this Agreement. This self-billing process shall involve either, in our sole discretion:

i. us offsetting against any Liquidated Damages due to us an equivalent amount of Liquidated Damages due to you;

ii. us issuing a credit note in your name for the amount of Liquidated Damages due to you; and / or

iii. us refunding any amounts due to you, provided that:

1. You have provided your bank account details to us in accordance with our request, prior to the date on which this Agreement was entered into; and

2. The amount of Liquidated Damages due to you exceeds the amount of Liquidated Damages due to us.

d. Even if you would otherwise be entitled to Liquidated Damages, no credit note will be issued to you and no refund shall be processed if:

i. You owe us an amount of freight, Liquidated Damages, or any other amount (whether under this Agreement or any other agreement); and

ii. That amount is overdue; and

iii. The total overdue amount is more than 10% of the total aggregate invoiced amount payable by you to us under all of your agreements with us.

11. Suspension of Performance in case of a Force Majeure Event

a. If a Force Majeure Event occurs during the Term, we may suspend the provision of services to you under this Agreement, including the fulfilment of our Service Commitment, for the duration of and to the extent of any such Force Majeure Event.

b. If your MQC for a specific Port Pair is affected by a Force Majeure Event, that MQC will be reduced by a percentage equal to the (i) duration of the Force Majeure Event in calendar days divided by (ii) the duration of the Term in calendar days.

c. The occurrence of a Force Majeure Event is without prejudice to your obligations with respect to any MQC and payment of any Charges due under this Agreement, save for as provided by this Clause.

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