1. GENERAL CONDITIONS

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

1.2. The offer is based on the current prices provided by the shipping companies and may be subject to changes without prior notice, according to their determination, as well as increases in taxes directly affecting the service price.

1.3. Once the proposal is accepted, the Acknowledging Party understands that it must confirm it via email to the Proposing Party, providing the contact details of the exporter at the origin, along with other relevant information related to the process, so that it can be communicated to the Proposing Party’s agent for coordination of the operation.

1.4. The payment term for the freight is up to 5 (five) days after the ship’s departure. In case of non-payment within the deadline, a late payment fee of 5% (five percent) of the outstanding amount will apply, in addition to a late payment interest of 1% (one percent) per month.

1.5. Subject to courier charges.

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

1.7. In the case of IMO cargo, it should be noted that the Proposing Party must be informed in advance, and additional storage charges by ports/terminals and other costs imposed by the carrier may apply.

1.8. In accordance with Law 9,779/99, regulated by IN RFB 1037/10, shipments from countries classified as “having favored taxation” are subject to withholding tax at the rate of 25% (twenty-five percent), with the inclusion of the tax calculation over the total freight value and other expenses stated on the Bill of Lading. The list of countries classified as “having favored taxation” is provided in IN RFB 1037/2010.

2. INSURANCE

2.1. The cargo insurance must be contracted by the Proposing Party, with the client’s approval.

2.2. In cases where the insurance is contracted directly by the Acknowledging Party, they may not require the right of recourse against the Proposing Party, in accordance with Article 754 of the Civil Code.

3. CLAIMS FOR DAMAGES

3.1. Any damages identified must be immediately noted on the Bill of Lading or another delivery proof document at the time of goods collection, and then communicated to the Proposing Party within 48 (forty-eight) hours. Failure to do so will be presumed as acceptance that the goods were in perfect condition, obliging the importer and/or representative to assume the costs of any necessary repairs, as per Article 754 of the Civil Code.

4. DEMURRAGE

4.1. The free time period for stripping, unloading and return of the container is 05 (five) calendar days – except for special conditions negotiated with the contractor prior to the closing of the present booking.

4.2. The free time period starts the day after the container(s) are discharged at the destination port.

4.3. The demurrage period starts the day after the last day of the free time period.

4.4. The demurrage period does not pause in the event of force majeure or unforeseeable circumstances, and the importer will be fully responsible for the amounts due once the free time period for returning the container has passed.

4.5. Once the free time for the return of the empty equipment has expired, any overstay will be subject to compensation according to the terms and conditions specified in the General Liability Term for Container(s) Return, available for consultation on our website via the link: (link to the respective Responsibility Term), also registered at the Civil Registry Office of Natural Persons, Interdictions and Guardianships, Legal Entities and Deeds and Documents of Itajaí, State of Santa Catarina, under No. 173934, page 24, book B-747.

4.6. The amounts due for demurrage will be applied as outlined below, and are also included in the General Liability Term for Container(s) Return:

EQUIPMENT	FREE TIME*	AMOUNT PER DAY (AFTER FREE TIME)
20 GP	05	USD 215
20 GP FOODGRADE	05	USD 300
20 GP SUPERTESTED	05	USD 300
20 GP SUPERTESTED + FOODGRADE	05	USD 300
20 FR	05	USD 300
20 OT	05	USD 300
20 ISOTANK	05	USD 300
20 PLATFORM/IMO	05	USD 300
20 RF	05	USD 520
40 GP	05	USD 350
40 GP FOODGRADE	05	USD 400
40 GP SUPERTESTED	05	USD 400
40 GP SUPERTESTED + FOODGRADE	05	USD 400
40 HC	05	USD 330
40 HC FOODGRADE	05	USD 400
40 HC SUPERTESTED	05	USD 400
40 HC SUPERTESTED + FOODGRADE	05	USD 400
40 NOR	05	USD 660
40 OT	05	USD 426
40 PLATFORM/IMO	05	USD 460
40 FR	05	USD 426
40 RH	05	USD 635
40 RF	05	USD 635

* If a special condition is agreed between the parties at the time of booking – such as a free time period longer than the one stipulated above or negotiated daily charges – these conditions will take precedence over this AGREEMENT, provided they are duly evidenced.

4.7. If a special condition is agreed between the parties at the time of booking – free time longer than that stipulated above or negotiated daily rates – these shall prevail over this TERM, provided they are duly evidenced.

4.8. If demurrage exceeds 05 (five) days, the calculation of the total debt shall be based on the values indicated in the second period informed in the table above.

4.9. For the collection of demurrage, the Agent may issue Debit Notes and payment slips against the debtor, representing the total amount due – if the equipment has already been returned – or, in cases of delay exceeding 10 (ten) days without return, a partial amount.

4.10. The Accepting Party declares and acknowledges, for all legal purposes, that its legal and contractual relationship, regarding the transport operation and return of containers, is established exclusively with the Agent and not with the ocean carrier or its representatives, with whom it declares not to have any direct binding obligation – except for any acts of responsibility typical of the actual carrier, such as cargo damage and resulting losses, under the terms of Articles 186 and 927 of the Brazilian Civil Code.

4.11. The Accepting Party is aware that the demurrage values arising from the legal relationship with the Proponent may not represent a mere pass-through from the carrier, as they aim to cover, in addition to the indemnity owed to it, costs borne by the agent itself to finance and advance demurrage payments to the carrier and to manage legally and operationally the collection of demurrage.

4.12. The demurrage values charged by the Proponent represent fair compensation for the full management of the demurrage payment and collection process and other costs, as well as for the financial risk assumed in the operation. This management includes, but is not limited to: (a) the Proponent’s financial responsibility towards the ocean carrier, often requiring the advance payment of demurrage with its own cash flow; (b) administrative and operational costs for control and management; (c) legal and advisory costs for credit recovery.

4.13. Thus, the demurrage values agreed upon in the proposal result from free negotiation and the constitutional principle of free enterprise, being considered liquid, certain and enforceable to remunerate the Proponent for the management service and the risk assumed.

4.14. In the event of a force majeure situation in which the carrier omits the port of destination and delivers the goods at a nearby alternative port, any additional costs shall be borne by the Acknowledging Party. In other cases of change of destination at the carrier’s convenience, any excess and unexpected costs, such as storage, vehicle daily charges and other general logistics costs, shall be directed to the Proposing Party, who will forward them to the main carrier or the terminal, depending on the situation, considering that the maritime operation is exclusively coordinated by the actual carrier.

4.15. From the effective return of the container(s) and within up to 72 hours (seventy-two hours), we are obliged to provide you with the respective return draft(s) of the cargo unit(s), under penalty of considering as valid and correct the return date indicated by the carrier and/or the Proponent.

4.16. We are aware of the impossibility of carrying out an immediate inspection of the empty equipment at the time of its return, and we hereby accept that the inspection may be carried out at a later time by the empty depot, it being agreed that, if any damage or need for cleaning/washing of the respective container(s) is identified, we shall be responsible for the payment of all costs, including any truck detention and the repairs that may be necessary, within the non-extendable period of 05 (five) business days, counted from the date of receipt of the Debit Note issued by you.

4.17. In the event of lack of time slots for the return of empty containers due to operational restrictions of the depots: (i) the costs arise from factors beyond the control of the Freight Forwarder and, as such, are not subject to indemnification by it; (ii) we shall record and evidence, through documents (system screenshots and/or depot response emails), the unavailability of time slots; (iii) we shall immediately inform the Freight Forwarder of the impossibility of returning within the previously stipulated deadline, sending the supporting documents. In turn, the Freight Forwarder undertakes to collaborate in mitigating additional costs arising from such delays, interceding with the carrier and notifying it to suspend any demurrage charges and reimbursement of losses.

4.18. In the event that the shipment is carried out with the carrier CMA CGM, if the free time period is exceeded without the return of the container(s), resulting in demurrage, the amount corresponding to the incurred demurrage must be paid prior to the effective return of the same. This is because the carrier CMA CGM established, in 2019, a procedure for the return of empty equipment, indicating the empty depot only after payment of the demurrage generated by the consignee. Therefore, by imposition of the carrier, the amount corresponding to the incurred demurrage must be paid prior to the effective return of the empty container(s). Therefore, in order to proceed with scheduling the return at the terminal, the Proponent must be requested to send the demurrage invoice with the forecast return date of the equipment.

5. TRANSIT TIME

5.1. The Acknowledging Party declares to be aware that the Proposing Party acts exclusively as an intermediary in contracting international transportation and, therefore, has no control over the routes, operational decisions, or transit times informed by the ocean carrier. The Proposing Party, in turn, agrees to offer technical support and mediate any requests from the Acknowledging Party to shorten the estimated transit time. However, the responsibility for defining and altering routes, delays, and contingencies during the maritime voyage lies exclusively with the carrier, which is responsible for managing the transportation and logistics operations.

5.2. The Acknowledging Party recognizes that extraordinary situations, such as strikes, political or economic crises, extreme weather conditions, overcrowding at Brazilian and international ports, or any other circumstances of force majeure, may negatively impact the transit time and cause delays or additional costs in the delivery of goods. In such circumstances, the Proposing Party will make every effort to assist the Acknowledging Party and seek solutions with the carrier to minimize the impacts and ensure the journey is completed in the shortest possible time. However, the responsibility for delays or damages arising from such eventualities remains entirely with the carrier.

5.3. For LCL imports, the valid shipment date is the one stated on the Bill of Lading from the original port of departure.

6. LIABILITY

6.1. The Proposing Party will only be liable to the Acknowledging Party for events arising from its exclusive fault in providing the service. The Proposing Party is merely a service provider, representing clients in the contracting of freight and insurance. The Proposing Party is not responsible for any issues related to the actual transportation, damage to goods, contents, packaging, defects, cargo handling, loading, stowage, consolidation, unloading, or other related matters.

6.2. In the event of total loss of the container(s) used for storing the imported goods, whether due to damage, theft, or any other cause, the Acknowledging Party will be responsible for indemnifying the respective container(s), without prejudice to the responsibility for paying demurrage. The demurrage period will only cease upon payment of the indemnification, within a maximum period of 5 (five) business days from the date of receipt of the corresponding Debit Note or payment slip issued by the Proposing Party.

6.3. The indemnities for each type of container should consider the following values:

• USD 9,500.00 (nine thousand five hundred dollars) per container intended for the transport of dry cargo (DRY) with a capacity of 20′ (twenty cubic feet);
• USD 13,650.00 (thirteen thousand six hundred and fifty dollars) per container intended for the transport of dry cargo (DRY) with a capacity of 40′ (forty cubic feet);
• USD 13,200.00 (thirteen thousand two hundred dollars) per container intended for the transport of special cargo (Open Top, Flat Rack, or Tank) with a capacity of 20′ (twenty cubic feet);
• USD 18,500.00 (eighteen thousand five hundred dollars) per container intended for the transport of special cargo (Open Top, Flat Rack, or Tank) with a capacity of 40′ (forty cubic feet);
• USD 38,000.00 (thirty-eight thousand dollars) per container intended for the transport of refrigerated cargo (REEFER) with a capacity of 20′ (twenty cubic feet); and
• USD 69,000.00 (sixty-nine thousand dollars) per container intended for the transport of refrigerated cargo (REEFER) with a capacity of 40′ (forty cubic feet).

6.4. If the goods contained in the container(s) are not nationalized, regardless of the reason, the container(s) must be returned to the terminal designated by the Proposing Party, and the Acknowledging Party will be responsible for paying the overstay, as well as any fees, costs, and storage charges in full, as billed by the Depository Terminal for the container(s).

6.5. The Acknowledging Party acknowledges that the container(s) used for transporting the goods must be returned empty, unloaded, undamaged, and clean, so that they can be immediately made available and reused for other transports. If any of the mentioned conditions are not met, the Acknowledging Party will be responsible, in addition to the demurrage charges, for all expenses and costs related to repairs and/or cleaning required to make the container(s) suitable for reuse.

6.6. The Acknowledging Party hereby grants specific powers to the Freight Agent to request from the Brazilian Federal Revenue, if necessary, the unloading and return of the container(s) to the carrier, as well as the replacement of the container(s) with another rented one. The Principal/Consignee/Importer will be responsible for paying the monthly rental fee for the unit of cargo used for this substitution.

6.7. In the event of a force majeure situation where the carrier omits the destination port and delivers the goods to an alternative port, the Consignee/Importer acknowledges that any excess and unexpected costs, such as storage, vehicle daily fees, and other general logistical costs, should be directed to the main carrier or the terminal, depending on the situation, as the maritime operation is solely coordinated by the actual carrier, without the intermediation of the freight agent.

7. DEMURRAGE PAYMENT

7.1. The demurrage invoice must be paid by the due date. In case of delay, a late payment penalty of 5% (five percent) shall be applied on the outstanding demurrage amount in the event that payments are made after the 5th (fifth) day from the issuance of the Debit Note by the Agent. From the 15th (fifteenth) day, an additional penalty of 1% (one percent) per month, along with monetary correction and interest of 1% (one percent) per month, will apply, calculated until the actual payment date. Additionally, 15% (fifteen percent) of the due amount will be added for attorney fees if the Agent needs to use legal services for recovery of the credit, whether in judicial or extrajudicial spheres.

7.2. Payment of the overstay charge is not exclusively conditioned to the issuance and sending of the Debit Note. It will be required for payment if the maritime carrier and/or the Proposing Party sends an explicit notice (letter or email) informing the transportation details and the amount due.

7.3. For the conversion of overstay and/or indemnity amounts, described in this offer, from foreign currency to Brazilian reais, the exchange rate provided by the Central Bank of Brazil (PTAX opening rate + 9%) on the payment date will be applied.

8. ASSIGNMENT AND SUBCONTRACTING

8.1. The credit rights related to the commercial proposal may be assigned to companies within the same corporate group, at the discretion of the Proposing Party, without the need for prior approval by the Acknowledging Party. Likewise, the Proposing Party may subcontract all or part of the services covered by this commercial proposal.

9. JURISDICTION AND APPLICABLE LAW

9.1. The parties agree to apply the rules and International Agreements related to foreign trade and national legislation regarding the interpretation of this commercial proposal. The parties elect the Court of Santos/SP as the competent jurisdiction to resolve any disputes regarding the application of the terms arising from this proposal, with express waiver of any other, regardless of its privilege.

By agreeing to the above clauses, the Acknowledging Party declares being aware of the terms and accepts them, with the validity starting from the commencement of the services provided by the Proposing Party.