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.

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 consolidated cargo (LCL) IMO, please note that an additional charge for storage by ports/terminals 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 is 5 (five) calendar days, between the date of container(s) pickup from the carrier’s depot and the date of the full container(s) entry at the loading port facility, unless a specific period is negotiated and approved by the Proposing Party when booking. However, exceptions apply according to each carrier’s policy, as follows:

• MSC for REEFER grants 4 (four) free days.
• HAPAG for REEFER grants 3 (three) free days.
• CMA for REEFER, SPECIAL, and HAZ grants 3 (three) free days.
• PIL for special equipment (OT/FR/PLATFORM/IMO) grants no free days.

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 at the following link:
https://brplog.com/TermoGeralDemurrage.pdf, also recorded at the Notary Office of Titles and Documents of Itajaí – Santa Catarina, under No. 170865, pages 101 of book B-731.

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 180,00
20 GP FOODGRADE	05	USD 252,00
20 GP SUPERTESTED	05	USD 252,00
20 GP SUPERTESTED + FOODGRADE	05	USD 252,00
20 FR	05	USD 252,00
20 OT	05	USD 252,00
20 ISOTANK	05	USD 252,00
20 PLATFORM/IMO	05	USD 252,00
20 RF	05	USD 480,00
40 GP	05	USD 276,00
40 GP FOODGRADE	05	USD 336,00
40 GP SUPERTESTED + FOODGRADE	05	USD 336,00
40 HC	05	USD 276,00
40 HC FOODGRADE	05	USD 336,00
40 HC SUPERTESTED	05	USD 336,00
40 NOR	05	USD 612,00
40 OT	05	USD 384,00
40 PLATFORM/IMO	05	USD 384,00
40 FR	05	USD 384,00
40 RH	05	USD 612,00

* 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 demurrage exceeds 5 (five) daily charges, the total debt will be calculated based on the values indicated in the second period specified in the table above.

4.8. For the collection of demurrage, the Agent may issue Debit Notes and payment slips to the debtor, representing the total amount due – if the equipment(s) have already been returned – or, in cases where the delay exceeds 10 (ten) days without return, the partial amount.

4.10. In the event of a force majeure situation where the carrier omits the destination port and delivers the goods to a nearby alternative port, any additional costs must be borne by the Acknowledging Party. In other cases of destination changes at the carrier’s convenience, any excess and unforeseen costs, such as storage, vehicle daily charges, and other general logistical costs, should be directed to the Proposing Party, who will forward them to the main carrier or terminal, depending on the situation, as the maritime operation is exclusively coordinated by the actual carrier.

4.11. Upon the actual return of the container(s), we are obligated to provide you with the respective return draft(s) of the cargo unit(s) within 72 hours (seventy-two hours), under penalty of considering as valid and correct the return date indicated by the carrier and/or Agent.

4.12. We are aware of the impossibility of conducting an immediate inspection of the empty equipment(s) at the time of their return, and we hereby accept that the inspection be carried out at a later time by the empty container terminal. It is agreed that, if any damage or cleaning/washing need is found in the respective container(s), we will be responsible for paying all costs, including any truck stay charges and necessary repairs, within a non-extendable period of 5 (five) business days from the date of receipt of the Debit Note issued by you.

4.13. In the event of a lack of window for the return of empty containers due to operational restrictions at the depots:
(i) The costs result from factors beyond the Freight Agent’s control and, therefore, are not subject to indemnification by them.
(ii) We must record and prove through documentation (system prints and/or depot response emails) the unavailability of windows.
(iii) We will immediately inform the Freight Agent about the impossibility of returning within the previously established deadline, sending the supporting documents. In turn, the Freight Agent agrees to cooperate in mitigating additional costs arising from such delays, intervening with the carrier and notifying them to suspend any demurrage charges and reimbursement for damages.

4.14. If the shipment is made with the CMA CGM carrier, and the free time period is exceeded without returning the container(s), resulting in demurrage, the overstay charge must be paid before the return of the container(s). This is because CMA CGM, in 2019, instituted a procedure for the return of empty equipment, only indicating the empty container terminal after the payment of the demurrage charge by the consignee. Therefore, at the carrier’s requirement, the overstay charge must be paid before the return of the empty container(s). To schedule the return with the terminal, the Proposing Party must request the submission of the demurrage invoice with the forecasted return of the equipment(s).

5. TRANSIT TIME

5.1. The Acknowledging Party acknowledges 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 provided by the maritime 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 eventualities during the maritime journey rests solely with the carrier, who 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 8,650.00 (eight thousand six hundred and fifty dollars) for a 20′ (twenty-foot) dry cargo (DRY) container;
• USD 12,420.00 (twelve thousand four hundred and twenty dollars) for a 40′ (forty-foot) dry cargo (DRY) container;
• USD 12,000.00 (twelve thousand dollars) for a 20′ (twenty-foot) special cargo container (Open Top, Flat Rack, or Tank);
• USD 17,200.00 (seventeen thousand two hundred dollars) for a 40′ (forty-foot) special cargo container (Open Top, Flat Rack, or Tank);
• USD 35,100.00 (thirty-five thousand one hundred dollars) for a 20′ (twenty-foot) refrigerated cargo (REEFER) container;
• USD 63,250.00 (sixty-three thousand two hundred fifty dollars) for a 40′ (forty-foot) refrigerated cargo (REEFER) container.

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) on the pending demurrage amount will be due. From the 15th 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.