1. GENERAL CONDITIONS

1.1. The quotation provided is subject to space and equipment availability by the shipping company.

1.2. The offer is based on current prices provided by maritime companies and may change without prior notice, in accordance with their determinations.

1.3. Once the proposal is accepted, the Consenting Party understands that they must confirm it via email to the Proponent, providing the exporter’s contact details at the origin, along with other relevant process-related information to be communicated to the Proponent’s agent for operational coordination purposes.

1.4. The freight payment deadline is up to 05 (five) days after the ship’s departure. Failure to make payment within this period will result in a late payment fee of 5% (five percent) of the outstanding amount and a default interest of 1% (one percent) per month.

1.5. Subject to courier charges.

1.6. Proposal not valid for dangerous goods (DG).

1.7. In the case of consolidated cargo (LCL) IMO, additional storage charges may apply at ports/terminals.

1.8. In the event of total or partial omission by the Consenting Party regarding the classification of cargo as dangerous (IMO), a fine (hazardous misdeclaration – HCM) will be applied, as per the shipping company’s rates.

1.9. In accordance with Law 9.779/99, regulated by IN RFB 1037/10, shipments originating from countries classified as “tax-favored” are subject to withholding tax at a rate of 25% (twenty-five percent), impacting the calculation of total freight and other expenses on the Transport Document. The list of countries classified as “tax-favored” is provided in IN RFB 1037/2010.

2. INSURANCE

2.1. The cargo insurance must be contracted by the Proponent, with the client’s acceptance.

2.2. If insurance is contracted directly by the Consenting Party, they may not claim recourse rights against the Proponent, as per Article 754 of the Civil Code.

3. CLAIMS OF DAMAGES

3.1. Any identified damages must be immediately noted on the Bill of Lading or another proof-of-delivery document at the time of cargo pickup and reported to the Proponent within 48 (forty-eight) hours. Failure to do so will presume the cargo was in perfect condition, making the importer and/or representative responsible for any repair costs, as per Article 754 of the Civil Code.

4. DETENTION

4.1. The free time period is 05 (five) consecutive days, from the date of container withdrawal from the shipping company’s depot to the date of entry of the full container at the port terminal, unless a specific term has been negotiated and approved by the Proponent upon booking confirmation. However, exceptions apply according to each shipping company’s policy:

• MSC for REEFER: 04 (four) free days;
• HAPAG for REEFER: 03 (three) free days;
• CMA for REEFER, SPECIAL, and HAZ: 03 (three) free days;
• PIL for special equipment (OT/FR/PLATFORM/IMO): No free days granted.

4.2. The free time period starts upon the withdrawal of the empty container from the shipping company’s depot, regardless of whether it is a business day.

4.3. The detention period begins the day after the last free day and ends on the actual shipping date or the return of the empty container to the terminal in case of non-use.

4.4. The detention period is not suspended due to unforeseen events or force majeure, and the Consenting Party remains fully responsible for any charges incurred beyond the free time period.

4.5. After the free time period for returning empty containers expires, any additional demurrage must be compensated as per the conditions stated herein.

4.6. Detention charges must be paid according to the following rates:

EQUIPMENT	FREE TIME*	AMOUNT PER DAY (AFTER FREE TIME)
20 GP	05	USD 120
20 GP SUPERTESTED + FOODGRADE	05	USD 156
20 GP SUPERTESTED	05	USD 156
20 GP FOODGRADE	05	USD 156
20 PL / 20 OT / 20 FR / 20 RF / 20 IMO	05	USD 420
40 HC / 40GP	05	USD 192
40 HC / 40GP SUPERTESTED + FOODGRADE	05	USD 318
40 HC / 40GP SUPERTESTED	05	USD 318
40HC / 40GP FOODGRADE	05	USD 318
40 PL / 40 OT / 40 FR / 40 RH / 40 IMO	05	USD 468

4.7. The Proponent may issue debit notes and invoices to the Consenting Party for detention fees, whether for the total amount due after shipping or return of empty containers or, in cases of delays exceeding 10 (ten) days, for partial amounts if the containers have not yet been shipped or returned.

4.8. If the shipment is canceled after the withdrawal of empty containers, the granted free time is forfeited, and the Consenting Party is responsible for full detention charges from the withdrawal date.

5. TRANSIT TIME

5.1. The cargo transit time is an estimate and is provided as a guideline only. The Proponent is not responsible for delays caused by maritime, air, or road carriers, nor for transportation delays, vessel issues, route changes, or force majeure events.

6. RESPONSIBILITY

6.1. The Proponent shall only be liable to the Consenting Party for matters arising from its exclusive fault in the provision of the service, as the Proponent is merely a service provider representing clients in the mediation of freight and insurance contracting. The Proponent is not responsible for issues related to the actual transportation, cargo damage, contents, packaging, defects, cargo handling, loading, stowage, consolidation, unloading, among others.

6.2. The Consenting Party is responsible for making the cargo available in accordance with the previously agreed INCOTERM, as well as at the specified location, date, and time. If this requirement is not met, the freight rates and conditions will be subject to change.

6.3. The Consenting Party acknowledges that any container not used for the transportation of goods must be returned empty, unloaded, undamaged, odor-free, and clean so that it can be immediately made available and reused in other transports. Failure to comply with any of these conditions will result in liability for all costs related to necessary repairs and/or cleaning, in addition to the detention charges.

6.4. The Consenting Party declares that, in the event of unavailability of terminal slots preventing the deposit of containers in their facilities, the Proponent, acting as a freight forwarder and intermediary in maritime transport logistics coordination, has no control over port terminal scheduling or cargo entry slot allocation.

6.5. Therefore, due to the above-mentioned logistical difficulties, detention, longstanding, cancellation, and no-show fees, among other penalties imposed by shipping companies on the Proponent (and, consequently, from the Proponent to the Consenting Party due to delays in presenting equipment for shipment), may apply.

6.6. The Consenting Party shall fully assume these costs and must make the corresponding payments within the stipulated period, without prejudice to seeking reimbursement from the actual party responsible for the delay (terminal), in accordance with the risk allocation principles established in RN No. 112/2024 of ANTAQ – with assistance from the Proponent.

6.7. In the event of total loss of the container(s) used to store the exported goods, whether due to damage, theft, or any other cause, the Consenting Party shall compensate for the respective container(s), without prejudice to the detention fee, which shall only cease on the date of payment of the mentioned compensation, within a maximum of 05 (five) business days from the date of receipt of the Debit Note or corresponding invoice issued by the Proponent.

6.8. If the goods are not stuffed into the container(s) made available and withdrawn by the Consenting Party, for any reason, the container(s) must be returned to the terminal designated by the Proponent. The Consenting Party shall bear the full cost of demurrage, as well as any applicable terminal fees, storage, and handling charges.

6.9. The Consenting Party acknowledges that any container not used for cargo transport must be returned empty, unloaded, undamaged, odor-free, and clean so that it can be immediately reused for other transport. Failure to meet any of these requirements will result in liability for all necessary repair and/or cleaning costs, in addition to detention fees.

6.10. In case of total loss of the container(s) used to store exported goods, whether due to damage, theft, or any other causes, the Consenting Party shall compensate for the respective container(s), without prejudice to the detention fee, which shall only cease on the date of payment of the mentioned compensation, within a maximum of 05 (five) business days from the date of receipt of the Debit Note or corresponding invoice issued by the Proponent.

6.11. Compensation amounts per container type shall be as follows:

• USD 8,650.00 per 20′ (twenty cubic feet) dry cargo container;
• USD 12,420.00 per 40′ (forty cubic feet) dry cargo container;
• USD 12,000.00 per 20′ (twenty cubic feet) special cargo container (Open Top, Flat Rack, or Tank);
• USD 17,200.00 per 40′ (forty cubic feet) special cargo container (Open Top, Flat Rack, or Tank);
• USD 35,100.00 per 20′ (twenty cubic feet) refrigerated cargo container (REEFER); and
• USD 63,250.00 per 40′ (forty cubic feet) refrigerated cargo container (REEFER).

7. PAYMENT

7.1. Detention invoices must be paid by the due date. In case of delay, a 5% (five percent) late fee will apply to outstanding detention charges if payment is made after the 5th day from the issuance of the Debit Note by the Agent. Starting from the 15th day, an additional 1% (one percent) per month penalty, monetary correction, and 1% (one percent) monthly interest will be charged until full payment. Furthermore, 15% (fifteen percent) of the outstanding amount will be added as attorney’s fees if legal services are used to recover the credit, either judicially or extrajudicially.

8. ALTERATION, CANCELLATION, AND NO-SHOW FEES

8.1. For booked but unconfirmed reservations, the following cancellation fees will apply:

• Full cancellation or reduction of reserved containers requested by the Consenting Party 14 to 8 days before the ETD (Estimated Time of Departure): USD 200 per container (Cancellation).
• Full cancellation or reduction of reserved containers requested by the Consenting Party within 7 days before the ETD (Estimated Time of Departure): USD 400 per container (No-Show).

9. ASSIGNMENT AND SUBCONTRACTING

9.1. The credit rights related to the commercial proposal may be assigned to companies within the same economic group at the Proponent’s discretion, without the prior approval of the Consenting Party. Similarly, the Proponent may subcontract all or part of the services covered by this commercial proposal.

10. JURISDICTION AND APPLICABLE LAW

10.1. The parties agree to apply International Trade Agreements and national legislation to interpret this commercial proposal. The parties elect the Court of Santos/SP as the competent forum for resolving any disputes related to the application of the terms arising from this proposal, expressly waiving any other jurisdiction, regardless of its privileges.

By agreeing to the above clauses, the Consenting Party acknowledges and accepts the terms, and their validity shall commence from the beginning of the services provided by the Proponent.