Terms & Conditions ENG

General Terms and Conditions Explect Forwarding B.V.

Address: Explect Forwarding B.V., Alexander Bellstraat 16, 3261 LX Oud-Beijerland

Chamber of Commerce number: 62689908

1. Applicability

1.1 These general terms and conditions apply to all services of Explect, to any agreement made between Explect and a User (as defined below) of our websites explect.com, explect.nl, and explect.isdigitized.com (the “Website”), and to all legal relations and (legal) actions arising therefrom.

1.2 By using the Website and the services of Explect, you agree to be bound by these general terms and conditions.

1.3 "Users" refers to all natural and legal persons who visit the Website, log in to the Website, and/or use, share, or post information provided on the Website and those who contact us and use our services.

1.4 Explect will send the general terms and conditions upon request free of charge. The terms and conditions are also available on explect.com, explect.nl, and explect.isdigitized.com.

1.5 The above definitions apply to these general terms and conditions in both singular and plural forms.

2. Explect

Explect provides an online platform for organizing international transport, where Explect acts as a freight forwarder.

Under the freight forwarder as mentioned in these general terms and conditions, it is not exclusively limited to the freight forwarder as described in Book 8 of the Dutch Civil Code (BW). The party placing an order with the freight forwarder is considered the principal, regardless of the agreed method of payment.

3. Website/Platform Use

3.1 When using the Website, the User must comply with Dutch and other applicable laws and regulations.

3.2 The User is not permitted to distribute the following via the Website:

• a. Plagiarized and/or previously published content;

• b. Pornographic videos, images, or other media with erotic content;

• c. Texts or images that are offensive, racist, discriminatory, or incite hate;

• d. Unsolicited advertising (spam);

• e. Incorrect or misleading information; and/or

• f. Viruses, malware, spyware, or other software intended to harm computers of Explect or other Users.

3.3 The User may not create an account under someone else’s name or impersonate someone else.

3.4 The User may not approach other Users for commercial purposes that do not fall within the scope of the Website.

3.5 If the User wants to report another User misusing the Website, they can send a message to info@explect.com.

3.6 Explect reserves the right to modify or remove information provided to the User before it is made available to Users and/or published on the Website.

3.7 The customer guarantees that all personal data or other information provided to Explect during the execution of Explect's services is accurate, complete, and lawfully obtained.

3.8 The principal guarantees that all personal data or other information provided to Explect during the execution of Explect's services is accurate, complete, and lawfully obtained.

3.9 Both parties guarantee that all personal data provided by one party to the other will be stored under strict privacy rules. These data may not be sold or traded for material gains, and the processing of such data must comply with applicable privacy laws, including GDPR.

3.10 We apply the NLdigital Terms and Conditions 2020 for the use of our platform – Website and additional services provided. These terms can be requested for free via info@explect.com.

3.11 Sanctions and penalties for violations:

a. In the event of violations of the above provisions, including the distribution of harmful software or unauthorized commercial activities, Explect may impose a financial penalty at its discretion:

For minor violations, such as unsolicited advertising or misleading information, a penalty of €500 to €1,000 may be imposed.

For serious violations, such as the distribution of viruses, malware, or pornographic content, a penalty of €5,000 to €10,000 may be imposed, depending on the damage caused.

b. In the event of violations, Explect reserves the right to temporarily or permanently suspend or terminate the User's account.

c. Explect may hold the User liable for all damages suffered by Explect or third parties as a result of the violation.

d. Explect reserves the right to report serious violations to the relevant authorities.

e. Explect may immediately terminate the agreement with the User without prior notice in the event of serious violations of these terms.

3.12 Uptime and Maintenance:

• Explect aims for a minimum uptime of 95% annually for its online platform, excluding planned maintenance, updates, and releases.

• For planned maintenance, updates, or releases, Explect will try to notify the User at least 24 hours in advance.

• In case of unforeseen outages or emergency maintenance, Explect will inform users as soon as possible about the expected duration and impact of the outage.

• "Uptime" refers to the time during which the platform is accessible and usable by users, excluding scheduled maintenance periods and circumstances beyond Explect's control, such as force majeure.

4. Account

4.1 Users are required to create a business account to use Explect's services. A business account means the account is requested on behalf of a company or a company in formation, and Explect's services are not to be used for personal purposes. Users must be at least 18 years old.

4.2 Users must protect their account login information from unauthorized access by others.

4.3 Users must keep their passwords strictly confidential. The recommendation for a password is to use at least 12 characters, although 14 or more is better, and include a combination of uppercase letters, lowercase letters, numbers, and symbols.

4.4 Explect is entitled to assume that everything happening in or with the User’s account is done by the User themselves or under their supervision.

4.5 If the User suspects or knows that their account is being misused, they must report this to Explect as soon as possible. Explect will take appropriate measures in such cases.

4.6 The User is responsible for their behavior and any data, text, files, information, usernames, images, photos, profiles, graphic art, copyrighted works, links, and other content or materials.

4.7 The User is responsible for any confidential information they provide to Explect or the omission of such confidential information.

4.8 Explect reserves the right, at its sole discretion, to determine whether an account will be granted.

4.9 Explect reserves the right at all times to modify or remove accounts, profiles, data, and other information. Explect also reserves the right to deny access to the Website to Users for a specific or indefinite period.

5.0 If Explect believes that the User is violating the law or these general terms and conditions, Explect may partially or fully exclude the User from the Website. For example, Explect may exclude the User by:

a. Deleting the User's account; or

b. Blocking certain parts of the Website for the User.

4.10 Accepting an offer via the Website is considered as placing an order with Explect, where the User and their entity act as the principal.

5. Scope

5.1 Regarding the actions and activities performed by the freight forwarder, the customary conditions in the relevant sector, such as the Forwarding Conditions, FENEX Conditions, Bill of Lading conditions, CMR conditions, AWB conditions, and other conditions where their applicability has been agreed, also apply. All such conditions are available upon request at Explect via info@explect.com.

5.2 Explect is entitled at any time to declare the provisions from third-party conditions applicable with whom they have entered into agreements to execute the given order.

5.3 Explect reserves the right to have the execution of the order and/or the related activities carried out by third parties or employees of third parties. Insofar as these third parties or their employees are legally liable to the principal of Explect, it is stipulated for their benefit that they will be considered as being exclusively employed by Explect during the activities for which Explect uses them. For them, all provisions regarding exclusion and limitation of liability, as well as indemnification of Explect, as described in these conditions, shall apply.

5.4 Orders for delivery against cash on delivery, against bank proof, etc., are considered forwarding activities.

6. Formation of Agreement

6.1 All offers made by Explect are non-binding.

6.2 All offered and agreed prices are based on the rates, wages, costs of social measures and/or laws, freight and exchange rates applicable at the time of the offer or agreement.

6.3 If one or more of these factors change, the offered or agreed prices will be adjusted accordingly and retroactively. Explect must be able to demonstrate the changes.

6.4 If Explect charges all-in or lump sum rates, these rates include all costs normally borne by Explect in the normal handling of the order.

6.5 All mentioned offers exclude possible import duties, VAT, anti-dumping duties, and other potential charges such as waiting time, storage costs, exchange pallets, etc. Explect reserves the right to charge these costs, if applicable, on the final invoice.

6.6 Unless otherwise agreed, all-in or lump sum rates do not include: duties, taxes, levies, consular and legalization fees, costs for issuing bank guarantees, and insurance premiums.

6.7 For special services, unusual, particularly time-consuming, or effort-requiring activities, an additional fee may be charged, determined reasonably.

6.8 All costs arising from insufficient loading and/or unloading time, regardless of the cause, shall be borne by the principal, even if Explect has accepted the bill of lading and/or charter party, from which these additional costs arise, without protest.

6.9 Extraordinary expenses and higher labor costs incurred when transport companies load or unload during evenings, nights, on Saturdays, or on Sundays or holidays, under any provision in the relevant transport documents, are not included in the agreed prices unless specifically agreed. Such costs must be reimbursed to Explect by the principal.

7. Insurance

7.1 Insurance of any kind is only arranged at the expense and risk of the principal upon explicit written order or by selecting insurance when booking via explect.isdigitized.com. This must be disclosed immediately when booking the order. Merely stating the value is not sufficient.

7.2 If Explect has taken out insurance in its own name, it is only obliged, upon request, to transfer its claims against the insurer to the principal.

7.3 Explect is not responsible for the choice of the insurer or their solvency.

7.4 If Explect uses equipment such as lifting blocks while executing the order, it is entitled to arrange insurance covering the risks arising from the use of these tools for the account of the principal.

7.5 If the customer chooses not to take out insurance or if an insurance option is not included in the offer, the principal bears full responsibility for any damage or loss at all times.

8. Implicit Assignment for Customs Formalities

8.1 Unless explicitly agreed otherwise in writing, the provision of data required for the completion of customs formalities to Explect is considered an implicit assignment to Explect to carry out these formalities on behalf of and at the expense of the principal, unless these were already included in the original offer.

8.2 The principal is obliged to provide Explect with all documents and information required for the proper and timely completion of these customs formalities in a complete and timely manner, and guarantees the accuracy and completeness thereof.

8.3 Explect is not liable for delays, costs, fines, damages, or other consequences resulting from inaccurate, incomplete, or late-provided documents and information by the principal concerning customs formalities.

8.4 Any costs arising from the performance of customs formalities, including but not limited to clearance fees, import duties, fines, and excise duties, will be charged by Explect to the principal.

8.5 In case of discrepancies, questions, or investigations by customs authorities or other official bodies concerning the customs formalities, all communication will primarily be conducted through the principal, unless otherwise agreed. The principal is responsible for handling this and for any costs arising from it.

8.6 Explect is entitled, and if applicable obligated, to share relevant data and information with third parties, such as government authorities, tax authorities, customs, police, or other competent authorities, without prior notice or consent from the principal, if required by applicable law or deemed necessary by Explect to comply with legal obligations or to execute the agreement, or to protect Explect's rights, property, or safety.

9. Execution of the Agreement

9.1 If the principal does not provide specific instructions for their order, Explect will determine the shipping method and route. Explect may accept documents that are customary among the companies with which it contracts for the execution of the order.

9.2 The principal is obligated to ensure that the goods are available at the agreed place and time.

9.3 The principal must ensure that the required documents for both receipt and shipment, as well as instructions, are in Explect's possession in a timely manner.

9.4 Explect is not obligated, but is entitled, to verify whether the information and documents provided by the principal are correct and complete.

9.5 Explect is not obligated to accept goods when there are insufficient or incorrect documents, unless the principal provides sufficient guarantees. If Explect provides a guarantee, the principal is obliged to indemnify Explect against all consequences thereof.

9.6 All actions, such as inspection, sampling, weighing, measuring, etc., are only carried out upon the explicit instructions of the principal and against reimbursement of the costs. Explect always has the right to carry out these actions if necessary for the performance of the agreed service, and the costs will be charged to the principal.

9.7 Explect is entitled, but not obligated, to take any measures on its own authority and at the expense and risk of the principal that it deems necessary in the interest of the principal.

9.8 Explect does not act as an expert. It does not assume any liability for information regarding the condition, nature, or quality of the goods. Neither does Explect assume any liability regarding the conformity of samples with the goods.

10. Liability

10.1 All actions and activities are carried out at the expense and risk of the principal.

10.2 Explect, except as provided in Article 16, is not liable for any damage unless the principal proves that the damage was caused by Explect's fault or negligence or that of its subordinates.

10.3 Explect’s liability in all cases is limited to 10,000 Special Drawing Rights (SDR) per event or series of events with the same cause, provided that in case of damage, depreciation, or loss of goods included in the assignment, the liability is limited to 4 SDR per kg of damaged or lost gross weight, with a maximum of 4,000 SDR per shipment.

10.4 The damage compensation to be paid by Explect shall never exceed the invoice value of the goods as proven by the principal. If no invoice value can be proven, the proven market value at the time the damage occurred will apply. Explect is not liable for lost profits, consequential damages, or intangible damages.

10.5 If damage occurs during the execution of the order for which Explect is not liable, Explect will make efforts to recover the damage from the party responsible for the damage. Explect is entitled to charge the principal for the costs involved. Upon request, Explect will assign its claims against third parties to the principal.

10.6 The principal is liable towards Explect for damage resulting from the nature of the goods and their packaging, inaccuracies, incompleteness, or incorrectness of instructions and data, failure to make goods available at the agreed time and place, or failure to provide documents and/or instructions in a timely manner. The principal is also liable for the fault or negligence of its subordinates and third parties engaged by or working for it.

10.7 The principal will indemnify Explect against claims from third parties, including subordinates of both Explect and the principal, relating to the damage referred to in the previous paragraph.

10.8 Explect, which does not carry out transport itself, is not liable as a carrier, even if all-in or lump sum rates have been agreed, but remains liable under these conditions.

11. Force Majeure

11.1 Force majeure includes all circumstances that Explect could not reasonably avoid and whose consequences Explect could not reasonably prevent.

11.2 In case of force majeure, the agreement remains in force. However, Explect's obligations are suspended for the duration of the force majeure.

11.3 All additional costs caused by force majeure, including transportation and storage costs, warehouse or yard rent, detention and demurrage charges, insurance, etc., are for the account of the principal and must be paid to Explect upon the first request.

12. Delivery Time

12.1 The mere mention by the principal of a delivery time does not bind Explect.

12.2 Arrival times are not guaranteed by Explect unless otherwise agreed in writing.

12.3 No claims can be made for failure to meet specified delivery times.

12.4 Transit days are always indicative and no rights can be derived from them.

13. Mandatory Law

13.1 If the goods are not delivered to their destination without delay and in the condition in which they were made available, Explect is, as far as it has executed the transport contract it has concluded with another party itself, obliged to inform the principal of the damage immediately.

13.2 If Explect does not make this notification, it is, in addition to compensating the damage suffered by the principal, liable for a compensation equal to the compensation it would have had to pay if it had been timely informed.

13.3 If the goods are not delivered to their destination without delay and in the condition in which they were made available, Explect is, as far as it did not execute the transport contract itself, obliged to inform the principal immediately of the transport contracts it has concluded for the performance of its obligation. It is also obliged to provide the principal with all documents that may serve to recover the incurred damage.

13.4 The principal acquires against the party with whom Explect has dealt the rights and powers that they would have had if they had entered into the contract as the shipper themselves. They can take legal action if they submit a statement from Explect or its trustee indicating that a contract was concluded between Explect and the principal for the transport of the goods.

13.5 If Explect fails to comply with the obligations referred to in the previous paragraph, it is liable for a compensation equal to the compensation the principal could have obtained, reduced by any compensation the principal may have obtained from the carrier.

14. Payment

14.1 The principal is obligated to pay Explect the agreed fee and other costs arising from the agreement and/or these terms and conditions, such as freight, rights, etc., upon the arrival of the goods to be received or upon the shipment of the goods to be sent. The risk of exchange rate fluctuations is borne by the principal. The agreed fee and other costs arising from the agreement and/or these terms and conditions are also due if damage occurs during the performance of the agreement.

14.2 If Explect applies a credit period, Explect is entitled to charge a credit limitation surcharge.

14.3 If the principal fails to make payment immediately upon invoice or within the applied credit term, the principal is in default without any further notice or reminder and Explect is entitled to charge statutory (commercial) interest in accordance with Articles 6:119 or 6:119a of the Dutch Civil Code.

14.4 Upon termination or dissolution of the agreement, all claims from Explect become immediately and fully payable. All claims are also immediately due and payable if:

• The bankruptcy of the principal is declared;

• The principal applies for suspension of payment or otherwise loses free disposal of their assets;

• The principal offers an arrangement to their creditors;

• The principal fails to comply with any financial obligation to Explect;

• The principal discontinues their business, or if a legal entity or partnership, is dissolved.

14.5 The principal is required to provide security at Explect’s first request for what the principal owes or will owe to Explect. This obligation also applies if the principal has already provided security in relation to the debt.

14.6 Explect is not required to provide security out of its own funds for the payment of freight, duties, taxes, and/or other costs. All consequences of failing to or failing to promptly fulfill an obligation to provide security are borne by the principal. If Explect provides security from its own resources, it is entitled to immediate payment of the amount for which security was provided.

14.7 The principal is always obliged to reimburse Explect for amounts levied or re-levied by any government in connection with the assignment, as well as imposed fines, and any associated costs must also be reimbursed by the principal if Explect is held liable for them by a third party in connection with the forwarding agreement.

14.8 The principal will at all times reimburse Explect for amounts as a result of incorrectly levied freight and costs, as well as all additional costs, claimed or re-claimed from Explect in connection with the assignment.

14.9 The principal is not entitled to set off amounts charged by Explect under a contract between them.

14.10 Payments in advance are considered to have been applied to concurrent claims, regardless of whether different instructions have been given at the time of payment.

14.11 If legal or other action is taken to collect unpaid amounts, the amount due will be increased by 10% administrative costs, while the legal and extrajudicial costs will be charged to the principal.

15. Right of Pledge

15.1 Explect has a continuous right of pledge and a right of retention on all goods, documents, and monies in its possession or to be received for all claims it has or will have against the principal and/or owner. In the case of forwarding the goods, Explect is entitled to recover the amount due from them or to draw a bill of exchange against them with attached shipping documents.

15.2 Explect may exercise the rights granted in paragraph 1 for amounts still owed by the principal in connection with previous assignments.

15.3 Explect is entitled to exercise the rights granted in paragraph 1 for amounts owed on the goods in the case of cash on delivery.

15.4 In the event of non-payment of the claim, the collateral will be sold according to legal provisions or, if agreed, privately.

16. Additional Specific Provisions for Modes of Transport

16.1 Road Transport

• Free Loading/Unloading: 2 hours for FTL/LTL. For groupage and partial loads, time is pro-rata, where one pallet up to eight pallets has 15 minutes.

• Additional waiting time: €75.00 per hour.

• Cancellation:

• For cancellations up to two working days before execution, 80% of the original costs can be claimed by Explect.
• For cancellations within two working days before execution and for incorrect freight, 100% of the original costs can be claimed by Explect.
• • Pick-up and delivery: Standard on working days between 08:00 and 17:00 local time.
• • Transit days: Indicative; no rights can be derived from this.
• • Europallets: Must be exchanged with the carrier. If not exchanged, the pallets will be charged at the pro-rata market price.

16.2 Sea Freight

LCL (Less than Container Load):

• Europallets: Must be exchanged with the carrier. If not exchanged, the pallets will be charged.

• Pick-up and delivery: Standard on working days between 08:00 and 17:00 local time, without tail lift/side loader and/or forklift.

• Accessibility: Loading and unloading location must be accessible for a 13.60-meter truck. If not possible and not indicated, Explect reserves the right to charge additional costs.

• Free loading/unloading time: 15 minutes pro-rata.

FCL (Full Container Load):

• Pick-up and delivery: Standard on working days between 08:00 and 17:00 local time, without a side loader.

• Free Loading/Unloading: 2 hours, with a maximum of one hour applicable on the FCL terminal.

LCL/FCL Sea Freight:

• Additional waiting time: €75.00 per hour.

• Cancellation:

• For cancellations up to three working days before execution, 80% of the original costs can be claimed.
• For cancellations within one working day before execution and for incorrect freight, 100% of the original costs can be claimed.
• • Demurrage, Detention, and Wharfage: At the risk and expense of the principal.
• • Gas measurements: Carried out according to labor inspection regulations; costs are at the risk and expense of the principal.
• • Transit days: Indicative; no rights can be derived from this.
• • FYCOs: Carried out according to labor inspection regulations; costs are at the risk and expense of the principal.

16.3 Air Freight

• Cancellation:

• For cancellations up to two working days before execution, 80% of the original costs can be claimed.
• For cancellations within two working days before execution and for incorrect freight, 100% of the original costs can be claimed.
• • Storage costs: After the free period, at the risk and expense of the principal.
• • Pick-up and delivery: Standard on working days between 08:00 and 17:00 local time.
• • Transit days: Indicative; no rights can be derived from this.
• • Europallets: Must be exchanged with the carrier; if not exchanged, the pallets will be charged.

16.4 Customs Formalities

• The principal is always responsible for the correct handling of customs documents and the accurate declaration of goods and the associated goods code, regardless of the sales conditions.

• Advance commission: 3%-6% on excise duties, import duties, VAT, sea, and air freight advanced by us, unless otherwise agreed.

• Offers: Standard based on processing with one HS code; additional HS codes lead to extra costs.

• Excluding costs: Offers exclude import duties, import VAT, anti-dumping charges unless otherwise indicated; amounts are indicative.

• Post-clearance claims: If post-clearance claims are made by authorities, administrative costs of €125.00 per case will be charged, excluding additional costs.

• The principal is responsible for compliance with customs regulations and remains ultimately responsible for documents.

16.5 Additional Costs

• Administration costs: Explect reserves the right to charge €24.95 for handling unexpected additional costs such as waiting times and pallet exchanges, etc.

• Re-bookings: A fee of €85.00 will be charged for administration costs related to re-bookings.

17. Final Provisions

17.1 These general terms and conditions are available in Dutch and English. In the event of differences between translations of these terms and the Dutch text, the Dutch text prevails. The latest version is always valid and can be found on explect.com, explect.nl, and explect.isdigitized.com (under general terms and conditions) or requested via info@explect.com.

17.2 Legal and arbitration proceedings against third parties will not be conducted by Explect unless Explect declares itself willing to do so at the request and at the expense and risk of the principal.

17.3 Any claim expires by the mere passage of 18 months.

17.4 The periods mentioned in paragraphs 2 and 3 commence on the day after the claim becomes due or the injured party becomes aware of the damage. Periods for claims concerning damage, depreciation, or loss of goods commence the day after the goods have been delivered or should have been delivered.

17.5 If Explect is addressed by any government or third party, the period referred to in paragraph 1 begins from the first of the following days:

• a. The day on which Explect is addressed by the government or third party.

• b. The day on which Explect has settled the claim.

If Explect or a third party appointed by Explect lodges an objection or appeal, the period begins the day after the ruling.

17.6 Explect reserves the right to unilaterally amend, supplement, and/or change these general terms and conditions without any obligation to notify Users. The most current version of the general terms and conditions can always be found on the Website. By visiting the Website, the User is deemed to be aware of this.

17.7 Explect may at any time make changes to the design or operation of the Website and the platform, including technical mechanisms.

17.8 All agreements to which these terms and conditions apply are subject to Dutch law.

17.9 All disputes between Explect and Users are initially settled by the competent court in the Rotterdam District Court.

17.10 The place of settlement and damage adjustment shall be the place of business of Explect.

17.11 The Explect general terms and conditions, supplemented by the Dutch Forwarding Conditions (including arbitration clause), apply to all activities. Unless explicitly agreed otherwise in writing, Explect acts as a freight forwarder. For all storage activities, the Dutch Storage Conditions apply, including arbitration clause. Bill of Lading conditions apply to sea freight, AWB conditions to air freight, CIM conditions to rail transport, and CMR conditions to road transport.

17.12 Additional terms and conditions for Explect suppliers/sellers can be found in the specific section for suppliers/sellers. If you are a supplier or seller, you can request these via info@explect.com.