Clause of General Conditions of Service XGL / Mexico

 

 

AGENCY CONTRACT IN THE FORWARDING MODALITY.

X-TRACT GLOBAL LOGISTICS, S.A. DE C.V.

CONCEPTS.

Freight Forwarder: It is a legal entity that acts as a logistics intermediary specialized in the coordination of the international transport of goods on behalf of a client, whether importer or exporter. It can issue transport documents and manage customs procedures, without necessarily being the direct carrier.

Constancy: It is the characteristic that this agency contract has to demonstrate that the client requested the logistics coordination service from the freight forwarder under the terms that this same contract establishes, limiting its liability in these terms being only a coordinator of the various means of effective transport to transport a cargo from one place to another.

Client: The client is the natural or legal person who hires the services of the freight forwarder for the handling, transport or logistics management of its goods. It is the one who accepts the terms of service and assumes the obligations of payment and delivery of truthful information.

Shipper: The shipper is the natural or legal person who delivers the goods to the freight forwarder or carrier for transport. It is responsible for the correct preparation, documentation and delivery of cargo at the point of origin.

Consignee: It is the natural or legal person who, by himself or by mandate of another, is empowered by virtue of the master or house bill of lading to receive and release the cargo that is addressed to him.

Effective Carrier: It is the natural or legal person that has the characteristic of being a unimodal or multimodal carrier having the corresponding legal authorizations and directly operating means of transport owned by it or chartered by it, whether by sea, air, land or rail.

Coloader: It is the service that, by virtue of the agency contract, the agent subcontracts on behalf of the client a service to another equal agent in order to be able to successfully carry out the logistics and transportation operations entrusted to the freight forwarder by the client.

Master Bill of Lading: The Master Bill of Lading (MBL) is the document issued by the shipping company or airline to the freight forwarder who directly contracted the transportation. It contains the shipment data, such as origin, destination, type of goods, consignee and conditions of carriage, and is the contract of carriage, receipt of the cargo and title of ownership, representative title of goods.

Domestic Bill of Lading: The domestic bill of lading is the document that proves the contract for land transportation within the same country, issued by the carrier to the shipper. It serves as a receipt for the goods, proof of the transportation agreement, and in some cases, as a title of possession of the cargo, it is issued in correlation with the Master Bill of Lading.

Air Waybill: Constitutes the contract for the air transport of goods. The Air Waybill (AWB) is the document issued by an airline or freight forwarder that certifies the contract for the international carriage of goods by air. It serves as a cargo receipt, driving instruction and proof of shipment.

Delays. Delays are additional charges that are generated when the consignee does not remove the goods within the free time established by the shipping company or terminal. They are mainly applied by the prolonged use of containers outside the port. The economic charge generated on a daily basis and for each container charged by the transport line that owns the containers for the non-return of empty containers in time free of delays.

Storage or Stays. Storage is a charge generated by keeping goods in warehouses or yards of a port, customs or logistics terminal, once the free period granted has expired. They are applied for each additional day of cargo storage.

 

CLAUSES.

This is an adhesion contract for all legal purposes that may be applicable, so its sole issuance or continuation of the other stages with the formalities of the specific operation, whether in writing, verbally or through electronic means, will have as a legal effect and consequence the de facto acceptance of each and every one of the obligations that derive from this document for all natural and legal persons to intervene in said operation under the terms of this document, so that in this act it is manifested and accepted by the parties. The content of this clause shall prevail over any other verbal or written agreement that is made in relation to the activity of the Freight Forwarder.

In accordance with the provisions of the Official Mexican Standard NOM-151-SCFI-2016, data messages and the use of e-mail constitute valid means for the conservation, transmission and acceptance of contractual documents. Any exchange of e-mails between X TRACT GLOBAL LOGISTICS and the customer shall be considered a legitimate means for the purposes of accepting quotes, service instructions, notifications, and other communications related to this contract.

 

1. DEFINITION OF THE CONTRACT.

1.1. Concept. By virtue of this contract, the purpose is to provide the freight forwarding agency service and in which X TRACT GLOBAL LOGISTICS is strictly obliged to carry out all the activities necessary to project, control, coordinate, direct and contract on behalf of the client who will be the shipper or consignee and that are necessary to carry out the international or national transport of goods by one or more means of transport, providing the complementary services necessary to achieve the fulfillment of the purpose of concluding the transport operations entrusted to it.

The purpose of the contract between the client and the freight forwarder is to establish in a clear and binding manner the conditions under which the logistics transport services will be provided, delimiting the obligations, responsibilities, legal limits and scope of the service, as well as the means of dispute resolution. It also seeks to protect both parties against possible risks, losses, damages or non-compliance.

1.2.The acceptance of this contract implies that the service is being fulfilled in the terms in which it has been requested from the agency, said terms are the responsibility of the client, shipper or consignee and as a consequence there will be the obligation of one or both of them as the case may be, of the payment of the agency service that is generated by the performance and attention of the operation carried The freight forwarder has the right to demand through judicial action the corresponding payment, in accordance with the provisions of the Commercial Code of the United Mexican States.

1.3. The acceptance of this contract does not imply that the cargo agent holds and therefore accepts the obligations that correspond to an effective carrier in accordance with the Law of Navigation and Maritime Commerce, Civil Aviation Law, Law of General Roads of Communication, Code of Commerce, or any law of the United Mexican States that refers to the obligations of an effective carrier regardless of the means.

 

2. APPLICABLE LAW AND JURISDICTION.

2.1. Applicable legislation. It is only sufficient for this cargo transport agency contract to be accepted and agreed upon for the application of the legislation of the United Mexican States to be accepted and agreed upon by express agreement of the contracting parties, since when it is agreed and accepted within the national territory, the parties expressly renounce and decline any different jurisdiction that may compete or correspond to them according to their present or future domicile.

2.2. Jurisdiction.

2.1. The parties accept the application of Mexican law and for jurisdiction in the event of a dispute they agree to submit to the Local and/or Federal Courts based in Mexico City, the parties expressly, clearly and categorically waiving the jurisdiction granted to them by law and any other that by reason of their present or future domiciles may correspond to This express submission constitutes a well-known fact as the document is public knowledge, as it is at an electronic address, in accordance with the jurisprudence of the SCJN. The foregoing is without prejudice to the right of the freight forwarder to bring legal action in any other jurisdiction, for the collection of sums due under this Agreement.

2.2. In operations contracted abroad and not fulfilled abroad by contracting persons with residence abroad, the competence by international law is that which derives from the documents that cover the shipments, be it the bill of lading, air waybill or consignment note, for this reason any agreement that there was between individuals and in accordance with Mexican law in correlation with international regulations is null and void since in legal conflicts The regulation and jurisdiction are recognized in the rules established in the same shipping documents, and then, in the character of the Freight Forwarder, this regulation is applied in the same terms as to the carrier and, consequently, the court of the country that corresponds to the domicile of the defendant will be competent.

 

3. DEFINITION AND NATURE OF THE X TRACT GLOBAL LOGISTICS SERVICE.

3.1. It is understood and agreed and accepted that the purpose of the cargo agency contract in the Freight Forwarder modality will be strictly to project, coordinate, control, direct and subcontract always in the name, on behalf and responsibility of the client all the operations necessary to carry out the international transport of goods.

3.2. For the purposes of the acceptance of this contract, it is duly expressed and accepted for all commercial and legal purposes that the freight forwarder in no case, nor under any circumstances, declares itself in possession or operation of any or some individual or collective means of transport, being strictly subcontracted by the freight forwarder, whether it is the shipper, the carrier or some other agent.

This contract is regulated and agreed in accordance with the legal principle of the autonomy of the will of the parties in contractual matters, stipulated in articles 1832, 1839, 1858, 1859 of the Civil Code.

4. LIABILITY OF X TRACT GLOBAL LOGISTICS.

4.1. X TRACT GLOBAL LOGISTICS shall in all cases have only the relative liability, which corresponds to the object of the agency contract as a consequence its liability in all cases is limited and indirect in terms of being a coordinator of transport services and consequently its liability will only be direct with respect to the acts consequent to its activity of coordination of transport services or logistics services, but never of the carrier itself.

4.2. The express responsibility of X TRACT GLOBAL LOGISTICS will be to assist the client, whether shipper, consignee or other agent, to carry out and comply with its logistics and international cargo transportation operations by means of unimodal or multimodal transports individually or jointly, controlling, coordinating, directing and subcontracting on behalf of the client the operations and activities necessary to carry out the entrusted only being responsible for its service and never for the obligations and responsibilities of the actual carrier or carriers, whether individually, unimodally or in a multimodal joint isolated or jointly, whether by sea, air, land or rail.

4.3. In the case of complementary or contributing services to direct transport operations, it will also be the responsibility of each individual agent involved in the service they provide, so that in terms of the agency contract, the freight forwarder will not be responsible for the errors, lack of probity or culpable acts carried out by them, but there will be the obligation of the freight forwarder to assist the client or with whomever he designates to solve the problem and bring the operation to a successful Each intervening agent individually must respond in the terms of the applicable Mexican legislation according to the nature of the activity carried out.

4.4. In cases where the Agency service requested by the client involves customs clearance, the corresponding Customs Broker will be specifically responsible for the services it provides in accordance with its nature and patent and in accordance with the Customs Law.

 

5. MODALITIES OF THE SERVICE AND RESPONSIBILITY WITH RESPECT TO THEM.

5.1. In the service provided by X TRACT GLOBAL LOGISTICS, in which the subcontracting of the services of effective carriers is required, this contracting will be understood to be carried out in the name of the client or shipper since the transport service will be granted directly to the client, therefore, X TRACT GLOBAL LOGISTICS will only be responsible for the obligations arising from the coordination of the logistics services and the coordination of the services provided by the carriers effective.

5.2. In cases where, in order to comply with the service requested by the client, it is necessary to subcontract another cargo agency under the “coloader” service modality , the latter, e., the subcontracted cargo agent, will be liable to this freight forwarder and its clients with the degree of obligation and responsibilities of an effective carrier.

5.3. In cases where there is the intervention of a freight forwarder residing outside the United Mexican States, hereinafter the Correspondent Agency, which by virtue of an import or export logistics operation in turn requests in collaboration or subcontracts the services of the freight forwarder, in order to intervene in the proper completion of said operation in any aspect and especially the release of the cargo, the Correspondent Agency will be responsible for responding in turn to its clients, whether shipper, consignee or other agent, in the terms in which the latter has wished to be bound to them either through the figure of the cargo agency contract or in the terms of the effective carrier, being only the cargo agent obliged to respond with respect to all the specific acts that in turn have been committed to entrusted to be carried out in writing or by electronic means, specifically in the release of the cargo and not for the operation as a whole.

5.4. The Client declares that it confers the absolute right to X TRACT GLOBAL LOGISTICS under the terms of this contract; so that it subcontracts in turn the effective unimodal or multimodal transport service, either individually or coordinated, that it considers will best comply with the ultimate purpose of the operation, which is that of logistical coordination for the transport of cargo from its origin to its destination or from the geographical point indicated to it to another that refers to Therefore, this is agreed in accordance with Article 285 of the Commercial Code in force of the United Mexican States.

 

6. LIABILITY FOR CARGO AND INSURANCE.

6.1. It will be the responsibility of the shipper, consignee, or any agent who hires the services of X TRACT GLOBAL LOGISTICS, the information provided for the service including the data and characteristics of the same, so for all legal purposes that may apply, in accordance with the applicable provisions of international conventions such as the Hamburg Rules and the Hague-Visby Rules, as the case may be, and commercial uses of foreign trade, it shall be understood in all cases that the actual content of the cargo shall be in all cases of the nature, volume and characteristics that the client says it is.

6.2. It is mandatory for the owner of the cargo or shipper to have merchandise insurance that covers the damages that may arise, in the event of not having insurance, he may request the contracting of insurance for the cargoes to be transported to X TRACT GLOBAL LOGISTICS, so at all times it will be the obligation of the shipper or customer owner of the cargoes or consignee to notify the agent if he has insurance or you want to take it out and it will be your responsibility at all times whether or not they make sure and never the

6.3. The customer must request the Freight Forwarder in advance and in writing to take out insurance to cover damage or loss of the The goods and the empty container must be insured by the Customer. X TRACT GLOBAL LOGISTICS will not be responsible for any cargo damage charges or insurance deductibles.

In the event that insurance coverage has been taken, the General Conditions for Carriage, as well as the related clauses in force in the local insurance market, shall apply to the insurance covering the carriage.

6.4. For the purpose of the liability of X TRACT GLOBAL LOGISTICS, with respect to those operations in which the cargo object of the service is partially or totally damaged for the purposes of the return action arising from the fact that the insured has paid the client the repair of the damage or compensation for the loss on this return route that the insurer attempted, X TRACT GLOBAL LOGISTICS will not be liable, since due to the nature of the logistics coordination activity, the Freight Forwarder is not the direct or indirect cause of the damage that the goods may suffer, but the actual carriers who have acted with fault or responsibility or even the omissions that have been given in instructions by the interested parties themselves.

6.5. In cases where the interested party or customer or final consignee of the cargo, as a result of any damage or lack in the cargo subject to the service, requests X TRACT GLOBAL LOGISTICS for a letter of responsibility or submits an administrative claim regarding the service, the Freight Forwarder shall not be obliged to issue such a letter or respond to any claim, since by the very nature and activity of the Freight Forwarder it is not in its obligations to determine or define any conclusion regarding the claim, so its intervention will only be to contribute in favor of the client with those From this moment on, any legal value of attribution of responsibility that he intended to give to these acts is excepted, due to the nature of his activity.

For the purposes of insurance for both civil liability and transport of goods, theft, fire or similar, this will not be considered as excess, combined or co-insurance insurance. The limit of obligations is indicated by these conditions and by the shipping documents of the operations, these obligations not being transferable. Therefore, X TRACT GLOBAL LOGISTICS is not responsible for paying damages for the payment of insurance premiums and deductibles that are contracted with respect to the goods subject to the services.

7. LIABILITY OF THE SHIPOWNER OR ACTUAL CARRIER.

7.1. The shipowner is the natural or legal person who owns, operates or manages a maritime vessel for commercial purposes, and who assumes responsibility for the transport of goods or persons by sea. It is the effective carrier on bills of lading issued directly by the shipping line.

7.2. Liability. The terms under which the shipping company is bound are those indicated on the front of the Master Bill of Lading of the transport line, in accordance with articles 98, 100 section X, 101, 102 of the Law of Maritime Navigation and Commerce of the United Mexican States and the international treaties in force. Since, by virtue of a contract for the carriage of goods by water, the shipowner undertakes before the shipper or shipper to move the goods from one point to another and deliver them to their consignee or consignee by payment of freight.

7.3. The client or consignee shall pay X TRACT GLOBAL LOGISTICS for the payment of freight, including payment for the provision of logistics coordination services and the amount of which is covered by the invoice(s) issued by X TRACT GLOBAL LOGISTICS.

7.4. In the event of delays in the shipping company’s service, the responsibility of the freight forwarder is to assist the client, whether shipper, consignee or other agent, in the successful completion of the operations and in the release of the cargo. Each intervening agent individually must respond in the terms of the applicable Mexican legislation in accordance with the nature of the activity carried out and in the terms in which it was obligated.

7.5. It is agreed that in the cases of logistics operations where the customer or consignee of the goods, once they have entered the different customs offices in question and for reasons of their absolute responsibility, determines the abandonment of said goods, this act will not release the customer, consignee or owner of the same from paying for the transport coordination services, understanding them as the payment of the transport coordination service. agency and the transport service provided by the actual carriers, as well as the ancillary expenses derived from the operation such as the costs of delays, storage or stays in the premises since due to their legal nature it will always be the obligation of the consignee client or contractor of the agency All expenses generated by delays or storage will be paid by the customer to the Freight Forwarder, whether or not the goods are abandoned.

7.6. The cargo agency is exempt from the payment of these ancillary expenses and will have legal action in collaboration with the effective carrier(s) against the one or those who have abandoned the goods subject to the service.

In these cases, the provider will collaborate with the agency for the recovery of these payments and both will have action against the one who has determined the abandonment.

It is also agreed that in analogous cases where X TRACT GLOBAL LOGISTICS is contracted for the purpose of coordinating transport operations and where rail, air, land or multimodal means of transport are used, the obligation of the carrier will be under the same terms as established in the document it issues and which in turn are the representative document of the goods. which individually or jointly will be called the master document; as well as in the terms established in the laws and/or specific international treaties ratified by Mexico. The freight forwarder is only responsible for the service under the terms of this contract.

7.7. With respect to the previous clause, in cases where X TRACT GLOBAL LOGISTICS, an IATA- certified agent, performs a service, it must be requested and commissioned by the client under the terms of these clauses and in the event of problems regarding transport in particular, the agency and the client recognize the specific regulations of IATA as well as international agreements and that have been ratified by Mexico, in this understanding, in the event of a conflict, the parties will submit to the claim procedure before the corresponding airline and once this instance has been exhausted, arbitration may be resorted to under the terms of the regulations (International Air Transport Association).

7.8. The Client accepts that the claim or arbitration before the airline or with the air transport line must be made directly by the Client, in which case it must issue a letter of acknowledgement of debt in favor of X TRACT GLOBAL LOGISTICS, with respect to the amount of the service, being that the freight in this case must be paid to X TRACT GLOBAL LOGISTICS in turn Make the payment to the If, for convenience and decision of the freight forwarder, the latter determines that the claim and/or arbitration must be carried out by the latter, the client undertakes to endorse the air waybill in procurement and issue a letter of assignment of management rights in favor of the client for the purpose of the latter carrying out the corresponding management.

7.9. The parties agree that what refers to the air service provided by the line as well as any circumstance that implies arbitration or claim before the line, will be affected by the Regulations established in IATA, however what refers to the non-compliance of the customer with respect to the freight forwarder with respect to the service provided, its consideration and the omissions that the customer has that result in the affectation to the freight forwarder will be regulated by this contract in the section relating to competition.

7.10. It shall be the responsibility of the effective carrier to determine the route to be followed from the place where the positioning and collection of the cargo is requested, to the requested, agreed or necessary destination, to make the connections or logistical substitutions, and/or to the final destination, which logistically must be the shortest and safest for the cargo to be the agent’s responsibility being limited only to determining the time at which the transport and cargo must be present, to carry out the export or import procedures of the determined goods. The actual carrier undertakes to inform the agent of the route to be followed as far in advance as possible before the transportation is carried out, as well as the change of the route when necessary.

7.11. In the case of land services where the goods are shipped and delivered to the consignee by this means, it is provided that for export freight, the agent limits its liability to the national section, so that in international sections until delivery, the responsibility will be of the consignee agent at destination, so the client must take out the corresponding insurance directly or through the agent that covers any eventuality or loss that may affect the goods, so that in the event that there is an affectation to them in international sections, the freight forwarder will limit himself to notifying, if applicable, the customer of the circumstance to enforce the insurance, for which the customer or owner of the goods, if applicable, will be supported by the freight forwarder in the matter of management and Provision of documentation for the completion of the corresponding procedure.

7.12. In the event of non-compliance by the client with respect to the payment of the service and the payment of the freight, the client will be liable to X TRACT GLOBAL LOGISTICS, since through these conditions there is the express acceptance of the conditions, characteristics of the service requested and previously contracted with the quotation of rates, Accepting from this moment that for the purpose of the execution of the logistics coordination service, they are made aware and are aware of the means of transport required, maneuvers and other elements necessary for the fulfillment of the requested service, undertaking not to object to the payment corresponding to the services and expenses that for the purpose of its execution have been necessary and which are notified to them at the request for the service.

7.13. In the case of the transport service for a full trip or to a specific port or terminal, in all cases, it will be understood that the legal or natural person who in a fixed office or in the field sells or offers the service to the agent, so that the latter in turn can complement the logistics coordination service, It will be understood that the person who offers it, is and will be responsible for all legal effects that may arise with respect to the civil, commercial and operational obligations of the coordination, with special emphasis on the issue of the insurance that by law must have and offer, being obliged to specify what said insurance having the obligation to respond in cases of criminal liability that arise with respect to the cargo object of the service.

7.14. In the case stipulated in the immediately preceding point, in cases where the full is made up of different suppliers or owners, the supplier or suppliers must appoint a common representative, with the legitimacy to enter into this type of agreement, who will have the obligation to issue an original consignment note with the requirements of the established for commercial transport services of general cargo, or special cargo, as the case may be, stipulated by the Ministry of Communications and Transportation for these means.

 

8. RESPONSIBILITIES AND OBLIGATIONS OF THE CLIENT.

8.1. It will be the responsibility of the client who hires the services of X TRACT GLOBAL LOGISTICS for the precise information provided on the cargo to be transported, as well as the data and characteristics of the same, the above for the performance of the transport coordination operation, so it will be understood in all cases that the real content of the cargo will be in all cases what the client “says it is”. From this moment on, X TRACT GLOBAL LOGISTICS is released from the variation of the data provided and the actual

8.2. The direct and unconditional obligation in favour of X TRACT GLOBAL LOGISTICS as the direct beneficiary of the payment of the amount covered by the invoices issued by the service(s), whose date of issue is considered as payment, is agreed and accepted. It is expressly agreed that the amounts for which the invoices are issued have been accepted by the client when accepting the quote and carrying out the acts of specification of the service, as are the instructions.

8.3. The costs of contracting the insurance that covers the cargo will be borne by the client, the contracting of the same must be requested in writing to X TRACT GLOBAL LOGISTICS.

8.4. The cargo to be transported must be properly packed and packed in accordance with the merchandise in question, this being the absolute responsibility of the customer.

8.5. The client ratifies the responsibility before X TRACT GLOBAL LOGISTICS, guaranteeing the value, expenses, procedures, delays for the non-return of the containers in time free of delays and damage to the container(s) in which the goods subject to the service are transported, as well as the accessory expenses such as delays and storage that are generated by the execution of the transport service in the modality of logistics coordination and re-shipment of load; manifesting and assuming the character of final consignees and manifesting the unconditional obligation to pay any of the expenses generated other than the payment of the service and freight.

8.6. The client grants the broadest and most complete responsibility that corresponds to the law in order to guarantee in favor of X TRACT GLOBAL LOGISTICS to cover each and every one of the obligations, both direct and ancillary, that with respect to the logistics coordination services are provided in favor of the legal or natural person they represent, as well as direct responsibility for the volume, nature and quantity of the cargo that is consigned to X TRACT GLOBAL This responsibility is also assumed towards suppliers and third parties involved in the service.

8.7. The client expressly accepts the conditions and characteristics of the service requested and contracted from X TRACT GLOBAL LOGISTICS which was previously quoted, accepting that for the purpose of the execution of the logistics coordination service, it has been made known and is aware of the means of transport required, maneuvers and other elements necessary for the fulfillment of the requested service, undertaking not to object to the payment corresponding to the services and expenses that for the purpose of their execution have been necessary and which were notified to them upon the request and acceptance of the service and achievement of acts that specify the operation and service.

8.8. The Client accepts that X TRACT GLOBAL LOGISTICS has notified it and is aware of having delay-free days in accordance with the schedule provided; stating that as of the day following the last day free of delays, the ancillary expenses of delays and storage will begin to be generated at the rate of the amounts established by the suppliers and the terminals and for this purpose this agreement makes in turn the formal notification of delay in case of exceeding the aforementioned number of days off; Delays shall begin to run from the day immediately following the date of completion of the ship’s unloading operations.

8.9. The customer will be responsible for having and obtaining the necessary permits that correspond to the nature and origin of the goods that the authorities request according to the specific case of each X TRACT GLOBAL LOGISTICS will not be responsible for delays or losses due to lack of a permit. X TRACT GLOBAL LOGISTICS will assist the client by providing advice regarding each cargo and necessary permits without this obliging it to obtain them on behalf of the client.

8.10. The client must provide truthful and complete information about the cargo, comply with the applicable customs and foreign trade provisions, pay punctually for the contracted services, accept that the instructions will be executed according to the availability of subcontracted third parties and have the necessary permits that as a taxpayer it is up to him to obtain for the import or export of the merchandise.

 

9. ACTIONS ARISING FROM THIS AGREEMENT.

9.1. The freight forwarder agent will have at all times in his favor the legal action of breach of contract and damages caused:

• For the client’s failure to pay for the services that X TRACT GLOBAL LOGISTICS has performed on him.
• Due to the error or bad faith of the correspondent in the coloader services, where due to the agent in origin or the Correspondent Agency if the freight forwarder cannot carry out its coordination of logistics services, or has to incur in undue payments or damage to its commercial and patrimonial reputation.
• For the failure of the client to pay the ancillary expenses generated by the service Including: delays, storage, stays, cleaning of the container, damage to the container and any other similar accessory expense other than the payment of freight, which are referred to by way of example but not limitation.

9.2. Because the transport company incurs negligence or actions without right or outside the law and the limits of its obligations and possibilities, and because of these X TRACT GLOBAL LOGISTICS incurs extraordinary expenses, liability towards the customer, agents, shippers or consignees or that its commercial reputation and assets are directly affected.

9.3. Due to error, negligence and/or bad faith of the coloader agent, in any operation in which his service has been used; and that as a direct consequence of that error, negligence and/or bad faith, the operation in question has not been able to reach or conclude in good terms, there will be direct and unconditional liability of the aforementioned agent in favor of this agency and the rights of the latter may be added and contributed to the rights of the carrier or shipping company, of the shipper, and/or the consignee, and/or the owner of the cargoes through the figure of the third party intervener; but there will never be a right in these terms against the freight forwarder, so if any action is brought against him, this clause will operate as an exception in defense.

 

10. SERVICE INSTRUCTIONS.

10.1. When requesting the services, the client will receive from X TRACT GLOBAL LOGISTICS via email the quotation of the same, with the rate and specifications according to what is requested by the Once the quote is accepted, the transport and logistics coordination service will begin, which includes the selection of the most appropriate means and ways to subcontract transport.

The information provided by the customer must contain at least the following information, including but not limited to: Type of cargo specifying the contents, quantity, weight (gross/net) and dimensions of the packages; description and classification; type of packaging; Place of reception and delivery; Instructions and conditions concerning shipment, means of transport (sea/air/land); Specific instructions regarding the mode of transport (FCL/LCL/Consolidated) and the issuance of documents. This information will be used for the purposes of documentation, preparation of the bill of lading, regulatory compliance, declaration to authorities, insurance and transport logistics. The Client guarantees that such information is complete and reliable.

10.2. In the event that transport instructions are provided by the customer by telephone, the customer must confirm them to the freight forwarder in writing via email, within twenty-four

(24) hours of the request for the service.

10.3. It is the responsibility of the customer to transmit this information correctly and completely to the Freight Forwarder. In case of discrepancy, the freight forwarder will inform the customer, in order to clarify any discrepancies that may exist.

10.4. For all legal purposes, the client will be the natural or legal person who requests the logistics coordination and transport services, whether for import or export, the client being obliged to pay for the In the event that, in the course of the operation, there is a change of consignee mentioned or instructed by the client, this instruction to change the consignee does not exclude liability for compliance with the obligations of payment of the service to said client, being that the one obliged to pay freight and ancillary charges is the client who requested the service. It is important to mention that in case of these instructions, the operations staff of the freight forwarder must verify the authorization and if there is no impediment of legal or customs antecedent, which may affect the operation in depth, before making any changes with suppliers.

10.5. With respect to the request for service or letter of instructions made by the interested party to X TRACT GLOBAL LOGISTICS, it must be precise and consistent in all its elements, particularly in the genre, species, quantity and nature of the cargo, so that in the event that in the execution of the logistics coordination service there is any variation in any of these elements communicated by a transport provider or customs auditor, X TRACT GLOBAL LOGISTICS will report it to the client, so if this variant between what is declared by the client and the actual verification of the cargo results in extra charges or delays of the service (ETD or ETA), these will be the responsibility of the person who issued the letter of instructions or request for the service at all being then that if this fortuitous, culpable or intentional discrepancy also results in any affectation to X TRACT GLOBAL LOGISTICS such as the generation of ancillary expenses, or any civil, administrative or criminal penalty, the client must pay such charges, assume said responsibility, pay damages that are generated or intervene to get X TRACT GLOBAL LOGISTICS out in peace and safetyof any legal, criminal or administrative consequences.

10.6. In the event that the Client or final consignee of the goods incurs omissions of any nature, vis-à-vis X TRACT GLOBAL LOGISTICS, or with respect to the obligations of a fiscal, customs or health nature or of any nature that results in the detention of the goods and the impossibility of terminating the operation and service, the client shall be liable to X TRACT GLOBAL LOGISTICS and the actual carrier or transport service provider for the payment of the expenses generated by these omissions, excluding the agent from obligations arising from these omissions towards the shipowner or supplier or third parties, consequently, any damage or impairment of property suffered by X TRACT GLOBAL LOGISTICS, who shall have the right to demand compensation and payment of damages.

10.7. Service quotes do not include: maneuvers at the port of loading and port of discharge, delays, demurrage, or any clearly specified services. Destination expenses are not contemplated, unless Applies to general cargo, stowable cargo, non-hazardous cargo, non-oversized cargo, unless otherwise specified.

10.8. The positioning of containers, as well as the collection of consolidated shipments, does not include the costs of loading and unloading the merchandise unless

10.9. For consolidated shipments, the exact measurements of the parts to be loaded must be mentioned along with the collection request to determine the type of vehicle to be If this information is not available in advance, the Freight Forwarder will not be responsible for any additional costs, such as false freight, among others, that result from the merchandise not fitting in the vehicle sent.

10.10. Transit times to the place of loading and/or unloading are subject to change with or without prior notice due to various circumstances beyond our control, so we cannot be responsible for costs such as rental of loading and/or unloading equipment, fees of companies that have to make inspections of the goods, overtime of personnel, among others.

10.11. All goods pick-ups and/or container positioning are carried out during open hours from 09:00 a.m. to 6:00 p.m. depending on each service center.

10.12. The transit time in merchandise pickups and container positioning is considered from the time the merchandise leaves the route and is adjusted exclusively to business days.

10.13. In case of generating false movements in the collection of goods or positioning of containers due to cancellation or request for a vehicle with volume/weight limitations, the service will be charged at 100%.

10.14. Fees and Term Fees Subject to Change with or Without Notice.

10.15. Itineraries, routes and estimated times of sailing, as well as cancellations of ports of call are subject to change with or without notice and without liability to X TRACT GLOBAL LOGISTICS.

10.16. For DDP or DDU shipments, the Consignee of the merchandise must comply with all customs regulations of the country at destination and provide the required documents and information and applicable DDP or DDU shipments may be subject to inspections that delay customs clearance and generate additional costs.

10.17. For LCL/FCL shipments, the filling and emptying of the container is at the expense and responsibility of the Shipper in the country of origin and the Consignee in the destination country.

10.18. For LCL shipments, maritime, land and customs costs may vary, both at origin and destination if the weight and measurements are different from those originally provided, as well as for dangerous goods not declared as such.

10.19. For LCL shipments with transshipment routes, a commercial invoice is required which will be provided by the client.

10.20. From the moment of acceptance of the quotation, it is understood that you are authorized as Consignee of the House Bill of Lading so that, in FCL services in which the container is not removed from the port terminal within the days free of delays, the process of deconsolidation of the container that covers the service is initiated and the goods are left in deposit in the port warehouse that is chosen at your discretion, in order to avoid charges from the Maritime Line for delays in the return of the All expenses generated by the maneuver of moving and unloading the container, as well as the storage and other expenses necessary for the release of the cargo from said warehouse will be on behalf of the consignee, including without limitation, the costs of additional land freight for the All in services since, in this case, The rates offered for this type of service would be invalid. We also disclaim any shortage, loss or damage to the goods, due to, or as a consequence of, such maneuver. The foregoing is without prejudice to the deadlines and procedures set forth in Article 29 of the Customs Law and other related and applicable procedures for abandoned cargoes.

10.21. For containers that generate storage for any reason, the terminal will charge an additional administrative fee, which will have to be covered by the Exporter and/or Consignee according to the agreed Incoterm.

10.22. Shipments with invoice value greater than USD 50,000 (FIFTY THOUSAND U.S. DOLLARS) may be subject to additional surcharges on some specific Please consult.

10.23. All shipments to/or via the United States of America must comply with S. CUSTOMS AND BORDER PROTECTION regulations ( www.cbp.gov  ).

10.24. For shipments with EUR-1 or other certificates, the responsibility for their contents lies with the parties concerned, so our intervention is limited.

10.25. All shipments must comply with NOM-144-SEMARNAT-2012 on international phytosanitary measures for wood packaging.

10.26. All shipments must comply with NOM-012-SCT-2-2014 on the maximum weight and dimensions with which motor transport vehicles that travel on the general roads of federal jurisdiction can circulate.

 

11. RESPONSABILITY FOR PAYMENT.

11.1. The Client shall pay X TRACT GLOBAL LOGISTICS for the services requested and performed against billing thereof.

11.2. X TRACT GLOBAL LOGISTICS will charge the client for the concepts generated for freight, services and ancillary expenses generated, if applicable, before the release of the shipment to the client.

11.3. The customer is responsible for payment of taxes, customs duties and direct transports not contracted by X TRACT GLOBAL LOGISTICS.

 

12. LIMITATION OF LIABILITY.

12.1. X TRACT GLOBAL LOGISTICS in the exercise of its activity as logistics coordinator, selects and hires carriers, customs brokers among other suppliers, in accordance with the service requested by the client, these entities will be considered independent third parties to X TRACT GLOBAL LOGISTICS, THE CARGO BEING IN THE POSSESSION OF THE THIRD PARTIES INVOLVED IS SUBJECT TO THE RESPONSIBILITY OF THOSE WHO HAVE IT IN THEIR POSSESSION IN TERMS OF LOSS, damage, expense or delay in delivery in accordance with the stipulations and conditions of the third party agents involved. Consequently, X TRACT GLOBAL LOGISTICS shall not be liable for loss, damage, theft, expense or delay suffered in the cargo for any reason while it is in the custody, possession or control of third parties.

12.2. The liability of X TRACT GLOBAL LOGISTICS shall be limited, and such liability shall be exclusively with respect to the acts that correspond to it and are of the nature of the transport logistics X TRACT GLOBAL LOGISTICS states that it has civil liability insurance that covers the errors or omissions of its personnel.

If there is a transport document issued by X TRACT GLOBAL LOGISTICS, the limitations of its liability will be limited to what is expressed in this document.

12.3. X TRACT GLOBAL LOGISTICS shall not be liable in relation to any loss, damage or expense which the customer claims to have had, such as loss of profit, loss of profit, loss of market, loss of opportunity, loss of customers, fines, claims for losses due to depreciation or conventional penalties, fluctuations in exchange rates, fees or taxes increased by the authorities whatsoever cause.

12.4. Under no circumstances shall X TRACT GLOBAL LOGISTICS be liable if one or more of the following circumstances occur:

1. Negligence of the customer or its Authorized Representative.
2. Defective packaging, labeling and stowage or the absence thereof, provided that the Freight Forwarder has not been responsible for carrying out the packaging, marking and stowage of the Likewise, the Freight Forwarder will not be responsible for cargo of which it cannot verify the contents.
3. Terrorism, riot, war, rebellion, revolution, insurrection, usurpation of power, confiscation or apprehension under the orders of a government or a public or local authority.
4. Damage caused by nuclear energy.
5. Natural disasters.
6. Force majeure or fortuitous event.
7. Theft.
8. Circumstances that the Freight Forwarder has not been able to avoid, consequences that he has not been able to foresee.
9. Defects inherent to the nature of the cargo.
10. The release of the cargo subject to shipment when there are pending payments by the client for any concept, freight, services, ancillary expenses, delays or storage, without being considered as illegal retention of goods or abuse of trust by the Freight Forwarder, being in any case a matter of commercial or civil controversy but never criminal, the client must show the authority the respective payment receipts of the payment of the services performed in his favor.

12.5. Under no circumstances shall X TRACT GLOBAL LOGISTICS be liable for damages attributed to delay in the delivery of cargo.

12.6. X TRACT GLOBAL LOGISTICS shall not be liable for any consequences arising from loading/unloading operations that have not been carried out by it.

12.7. Under no circumstances shall X TRACT GLOBAL LOGISTICS be liable if the cargo has been transported by the customer or its representatives directly.

12.8. X TRACT GLOBAL LOGISTICS shall not be liable, under any circumstances, for any loss, damage, expense or fine arising in connection with erroneous information provided by the customer regarding the number of packages, contents, weight, markings, dimensions or description of the cargo.

 

13. NOTIFICATION OR NOTIFICATION PERIOD OF VARIATIONS IN THE LOAD OR SERVICE.

13.1. The final consignee of the goods will have the obligation to carry out the corresponding inspection of the aforementioned goods, which must coincide with what is stated and expressed in the corresponding transaction documents, such as the bill of lading, consignment note or air waybill, which is issued, as well as with what is dispatched by the customs agent. consequently, in the event that there is any variant, the consignee of the goods will have a period of 24 hours to make the corresponding notification to X TRACT GLOBAL LOGISTICS, WHICH MUST BE ACCOMPANIED BY RELIABLE PROOF OF THE OPENING OF THE CONTAINERS OR BOXES AT ITS FACILITIES, AND PHOTOGRAPHIC AND/OR VIDEOGRAPHIC MATERIAL OF THE STATE IN WHICH SAID GOODS ARRIVED, as well as all those elements that may serve as a conviction that the goods did not arrive according to those specified in the transaction documents. Therefore, in the event of failure to give such notice to X TRACT GLOBAL LOGISTICS, the right to claim shall be barred against the consignee or beneficiary of the transport documents.

13.2. The payments of invoices issued by X TRACT GLOBAL LOGISTICS for the performance of its services may under no circumstances be conditioned to the attention of any claim and/or to any act or fact of the Freight Forwarder and/or its employees, agents or subcontractors, therefore the effect that the claim and consequential acts of the freight forwarder continue their course the client or consignee, must pay the corresponding service, understanding this payment as the total amount, which includes the concepts of the invoices Therefore, if they do not do so, the claim made in case will be considered not filed, and the client will be considered to be in breach of the contract and the obligations arising from it.

 

14. LIABILITY OF X TRACT GLOBAL LOGISTICS.

14.1. X TRACT GLOBAL LOGISTICS will timely report the status of shipments and their transit, specifically in exports, positioning, physical and documentary closures, as well as the departure of the vessel, transit times, approximate times of arrival at destination, as well as coordination at destination of the arrival and clearance of the corresponding cargo, Therefore, in the case of multimodal services where the customer requests a comprehensive door-to- door service, it will also notify the arrival of the land transport at the positioning of the cargo, and its departure to the port of loading for its departure to the final destination, either by sea or air, being in this case the corresponding with respect to the modalities and specific characteristics of air transport.

14.2. In cases of importation, X TRACT GLOBAL LOGISTICS will be obliged to inform the customer by means of alerts, the arrival of the cargo either by sea or air transport, or even by land, taking into account that this notification implies the corresponding actions of the customer, in order to be able to dispatch the merchandise upon arrival in Mexico, without any problem and within the free time that may be granted by the shipping lines or by the air or land carriers, if such facilities exist.

 

15. PENALTIES.

15.1. When the customer fails to pay the invoices for freight and/or ancillary expenses derived from the service performed, he/she must pay interest at 27% per year in accordance with the Bank of Mexico, in addition to the amount invoiced generated.

15.2. The Client will be liable for damages caused to X TRACT GLOBAL LOGISTICS when these are derived from non-payment of services, ancillary expenses such as delays or storage and other expenses that are generated as a result of the service.

This contract is made known to the customer through the emails that were exchanged between the parties where the electronic link of the acceptance of said terms and conditions of service is referred. Electronic communication between the parties is one of the predominant means of exchanging information in international trade operations.

This contract constitutes a notorious fact in accordance with the law as it is a document of public knowledge because it is located at the electronic address specified in the signatures of the emails issued by the staff of X TRACT GLOBAL LOGISTICS and is linked to the filing of these terms and conditions on the website, having legal effects:

 

Important: All service requests and communications are governed by the Terms and Conditions of Service of X-TRACT GLOBAL LOGISTICS, S.A. de C.V., which   can   be   consulted   at   the   following   link: General Terms and Conditions of Service XGL / Mexico – XGL Logistics

By continuing to use our services, you signify your express acceptance of these terms. We recommend checking them periodically to stay on top of any updates.

 

Privacy Notice: The information contained herein is strictly confidential and legally protected. Unauthorized disclosure, reproduction, or use is prohibited.

Regarding the exchange of common and usual emails in the operations of the cargo agency with its customers and suppliers, the following NOM is applicable.

In accordance with the provisions of the Official Mexican Standard NOM-151-SCFI-2016, data messages and the use of e-mail constitute valid means for the conservation, transmission and acceptance of contractual documents. Any exchange of e-mails between X TRACT GLOBAL LOGISTICS and the customer shall be considered a legitimate means for the purposes of accepting quotes, service instructions, notifications, and other communications related to this contract.

OFFICIAL MEXICAN STANDARD NOM-151-SCFI-2016: REQUIREMENTS THAT MUST BE OBSERVED FOR THE CONSERVATION OF DATA MESSAGES AND DIGITIZATION OF DOCUMENTS. PUBLISHED ON MARCH 30, 2017.

Registration of intellectual rights in process. Miguel Ángel Trujillo Molina