HSLNetherlands B.V. General Terms and Conditions (GTC)

(as of 30.08.2017, Registered in: Venlo)

1. Applicability, Contrary and Supplementary Terms

1.1 We shall perform our services (goods transportation, transshipments, interim/storage and other carriage-related services) in accordance with the following GTC and the terms specified in Subsection 1.3. International transport shall be governed by the Uniform Rules concerning the Contract of International Carriage of Goods by Rail (CIM) and the General Terms and Conditions of Carriage for International Freight Traffic by Rail (GTC-CIM) published by CIT, in their respectively valid form. These GTC shall also apply to international transport if the CIM or GTC-CIM do not feature any according regulations. However, these GTC shall not apply to contracts with consumers in the sense of Section 13 of the German Civil Code [Bürgerliches Gesetzbuch].

1.2 General terms and conditions of the client shall only apply with our special written permission.

1.3 In addition to these GTC, the following terms and conditions shall apply in their respectively valid form:
• Prices and Conditions of HSL Logistik GmbH, Loading Guidelines of HSL Logistik GmbH
• General Terms and Conditions governing the exchange of EUR- pallets for railways (ATB)

1.4 We shall perform forwarding, storage and other forwarding-related services on the basis of the German Freight Forwarders' Standard Terms and Conditions in their respectively valid form, if this has been especially agreed upon.

2. Service Contract, Individual Contracts

2.1 The basis for the services to be performed by HSL shall be a service contract to be concluded with the client in writing. Such contracts usually have a term of 12 months. An extension or amendment to a service contract or the conclusion of a new contract may only be done in writing.

2.2 The service contract contains essential service data which is required for the conclusion of individual contracts, in particular freight contracts (e.g. transport route, number of wagons, freight specifications (with the required coding), the time when the train will be ready at the dispatch location, the projected time for the handover of the train at the place of receipt, cargo, type of carriage, loading units, net weight/gross weight of the train, carriage damage reports in accordance with the General Contract of Use for Wagons (GCU), fees, other information required for the transport). If no service contract in the sense of Subsection 2.1 is concluded, the respectively concluded written individual/freight contract shall replace the basis in the sense of Subsection 2.1.

2.3 Individual contracts shall be concluded if the client places an order that is accepted clearly by HSL. The contents of orders must be unambiguous. Ambiguously formulated orders may entail subsequent inquiries that can lead to delays. Written order confirmation shall only be provided if agreed upon separately with the client. Individual contracts may only be extended, amended or concluded in written form, although electronic messages from the client shall also be expressly binding.

3. Fees, Invoicing, Offsetting Prohibition

3.1 The respective fee agreements of the service contract and/or freight/individual contract on which the transaction is based shall apply.

3.2 Invoices shall become due without deductions or delay upon their receipt. If the invoice amount is not irrevocably received in an HSL bank account within 14 days of the HSL invoice date, HSL may charge default interest of 9.0% p.a. from 16 days after the invoice date. HSL may demand an advance payment or a security payment from the client at any time.

3.3 Rights of retention or offsetting against HSL's claims shall be excluded, unless the counterclaim is uncontested and HSL issues a separate written declaration of agreement in favor of the client prior to the offsetting or retention, or if the counterclaim has been established as being legally valid by a court.

4. Cancellation Rights and Obligations

4.1 If a client cancels a transport order which he has placed that was bindingly accepted by HSL on the basis of a service and/or individual contract, the client must refund to HSL 100% of the costs incurred for the commissioned transport up until the point in time of the cancellation (e.g. train path orders and purchases, costs of provision (road train costs, locomotive energy costs, personnel costs) and disposition/general administrative processing costs at HSL) in the case that the cancellation is issued within 48 hours of the agreed provision time/date.

4.2 Cancellations issued more than 48 hours before the agreed provision date shall generally be free of charge.

4.3 In the case of firmly ordered regular train paths, the client shall bear
100% of the train path costs in the case of cancellation.

4.4 Should the client defer the time/date of the service, HSL may refuse the transport, irrespective of the above-stated regulations. In this case, the client shall bear the costs as stated in Subsection 4.1 if the transport does not proceed within 3 hours of the agreed time of provision.

4.5 Cancellations by the client must be sent in writing via fax to HSL's German fax number: 040 414 333 959. Cancellations by HSL shall as a matter of principle be issued to the client via fax.

4.6 Cancellations shall be free of charge if HSL bears responsibility for the cancellation. However, this must be proven by the client.

5. Freight Letter

5.1 Unless agreed otherwise, the client must issue a freight letter. The freight letter will not be signed by us; printed or stamped name or company details shall not serve as signatures.

5.2 Should a freight letter be used in accordance with Section 408 of the German Commercial Code [Handelsgesetzbuch], this shall serve as the transport order or as a subordinate supplement to any individual/transport contracts concluded beforehand. Should the client place the transport order without a freight letter, he shall be liable for the accuracy and completeness of any specifications in the transport order pursuant to Section 414 of the German Commercial Code.

6. HSL Wagons and Loading Units (LU), Loading deadlines, Liability

6.1 At the client's request, we will provide appropriate wagons and loading units.

6.2 The client shall be responsible for correctly specifying the required number and types of wagons and LUs and the destination; the provision of wagons and LUs prior to the conclusion of a freight contract shall be governed by Section 412(3), Section 415 and Section 417 of the German Commercial Code. Should loading deadlines be exceeded, HSL may claim an appropriate demurrage from the client for the idle time, which the client must pay upon receipt of an idle time invoice in accordance with Subsection 3.2.

6.3 Unless there is a separate agreement, loading deadlines shall be announced via written client information.

6.4 Prior to their loading, the client must inspect any provided wagons and LUs for their suitability for their intended use and for any visible defects and must report any grievances to us without delay.

6.5 The client shall be liable for damages to the wagons and LUs which has been caused by him or by a third party commissioned by him. The client shall not be liable if the damage is due to defects that were already present at the handover. Damages and accidents must be reported to HSL without delay.

6.6 The client is responsible for ensuring that wagons and LUs provided by HSL are unloaded, operational, i.e. completely emptied and appropriately decontaminated or cleaned and complete with any loose parts, and are returned on time, at the agreed handover location or terminal, according to the directives of HSL. In the case of non-fulfillment, HSL shall charge a fee, with reasonably exercised discretion, for the expenditures incurred directly or indirectly by HSL. Further damage compensation claims shall remain unaffected.

6.7 The client may only use the wagons and LUs provided by us for their
contractually intended purpose.

7. Loading Regulations

7.1 The client shall be responsible for loading and unloading, unless agreed to otherwise. During loading and unloading, HSL's Loading Guidelines must be observed. We are entitled to inspect wagons and LUs for operationally safe loading.

7.2 Should the client violate his obligations under Subsection 5.1, or should the agreed and actual cargo differ significantly, or should the permitted total weight be exceeded or the type of goods or loading hinder the transport, we will ask the client to rectify the situation within an appropriate period. Should this period pass without successful resolution of the issue, we may assert our rights under Section 415(3) Sentence 1 of the German Commercial Code.

7.3 The client must remove from the loading area any waste created during loading or unloading, including passageways, at his own expense and without delay.

8. Hindrances

8.1 Under Section 419(3) of the German Commercial Code, we are entitled to park the loaded transport vehicle. For the duration of this period of parking, we shall be liable in accordance with due commercial care.

9. Presumed Loss

9.1. In the case of presumed loss in accordance with Section 424(1) of the German Commercial Code, an additional period of 30 days after the expiration of the delivery period shall apply to both domestic and cross- border shipments.

10. Dangerous Goods, Accompanying Documents

10.1 The client must observe the relevant dangerous goods and statutory regulations as well as HSL's Guidelines for the Carriage of Dangerous Goods by Rail.

10.2 HSL shall only accept/deliver dangerous goods if the assumption of safety and care obligations until the pick-up or provision and, for dangerous goods of Class 1 and 2, the physical handover, have been agreed to with the sender/recipient in writing.

10.3 The client shall, within the scope of his liability, release HSL from any obligations that may result towards third parties during transport, storage or other handling, or resulting from peculiarities of goods or from non-compliance with the client's obligation to exercise due care.

10.4 HSL will not bring dangerous goods into storage, not even by parking loaded transport vehicles on the respective transport route. Parking uncleaned empty tank wagons for more than one month shall require a separate written agreement. HSL will not park uncleaned, empty and non-degassed pressurized gas tank wagons for more than one month.

11. Customs and Other Administrative Regulations

11.1 The order to forward incoming cargo in bond, or to deliver it free domicile, shall include HSL's authorization to make decisions on dealing with the necessary customs clearances and advance customs and excise duties and fees. HSL shall charge expenditure-dependent fees for the fulfillment of these services and for any delays associated with the fulfilment of these services for which HSL is not responsible.

12. Special Terms for Combined Transport

12.1 In the case of combined transport, HSL will transport empty and loaded LUs and may perform additional services (e.g. filling out of the necessary transportation documents) upon special agreement.

12.2 LUs in the sense of these GTC are:
• containers for overseas shipping whose measurements, corner
fittings and strength are in accordance with the standards of the
International Standards Organization,
• freight containers for European inland traffic,
• swap bodies, i.e. units which are interchangeable during operation,
• semitrailers,
• road trains and articulated trucks for "rolling highways"

12.3 LUs must fulfill the respectively valid statutory requirements and technical regulations (e.g. according to DIN, EN; UIC leaflets).

12.4 LUs which the client hands over to HSL must be safe for operative use and suitable for the goods in question. The client shall be liable for damages caused by LUs which are unsuitable, defective or unsafe for operative use.

12.5 We shall keep LUs outdoors.

13. Liability

13.1 HSL shall be liable for delivery delays for which HSL is responsible.
However, this shall especially not be the case if delivery delays are caused by actions of the OB Netz AG or disruptions to the train track infrastructure. HSL shall especially not assume liability for delays or malfunctions caused by mechanical breakdown or by engines or staff not arriving on time (examples of such causes - storms, overloaded tracks, congestion, missing or late timetable documents or ambiguous orders) for which HSL is not responsible.

13.2 HSL's liability for loss or damage shall be limited to a sum of 8.33 accounting units for each kilogram of the gross weight of a delivery. In any case, our liability shall be limited to one million euros or two accounting units for each kilogram per damage case, depending on which amount is higher. Section 431(4) of the German Commercial Code shall apply accordingly in the case of partial loss or partial damage. The value of the accounting unit shall be determined in accordance with Section 431(4) of the German Commercial Code. In the international transport network, HSL's liability shall be determined by the CIM. The client shall be responsible for sealing cargo securely.

13.3 The General Contract of Use for Wagons (GCU) of UIC in its respectively valid form shall determine the liability of the freight wagons used for transport.

13.4 Liability for damages other than goods damages, except for personal injuries and material damages to third-party goods, shall be limited to three times the amount to be paid in the case of loss of goods, though no more than EUR 100,000 per damages case. Sections 431(3) and
433 of the German Commercial Code shall remain unaffected.

13.5 If, apart from that, liability/damage compensation claims are not established through intent or gross negligence, or if HSL is not liable due to mandatory statutory regulations, any compensation claims of any kind against HSL and HSL employees, vicarious agents or advisors which are beyond the claims regulated by these GTC shall be excluded. However, this shall not apply to violations of essential contractual obligations. In this case, compensation claims shall be limited to foreseeable typical damages.

13.6 Subsection 13.5 shall also apply to the forwarding/dispatch of letters.

13.7 The client must provide HSL with an opportunity to inspect any damages.

13.8 The client shall be liable for the orderly loading of freight wagons and for the orderly preparation of customs and freight documents, unless HSL has been commissioned to do this. If one or several wagons have to be abandoned or reloaded for reasons for which the client is responsible, he shall bear all resulting costs.

13.9 Furthermore, the client shall be liable for the train's readiness according to schedule at the agreed dispatch location. Should the train not be made ready on time, HSL is entitled to assert appropriate claims against the client for the damages which HSL has incurred, either directly or indirectly. In this case, the client shall be required to provide damage compensation. See also Subsections 4.4 and 6.2.

14. Other

14.1 For any disputes (including counterclaims) resulting from a contractual relationship, the sole place of jurisdiction, as far as legally permissible, shall be Hamburg or, at HSL's discretion, the registered office of the client.

14.2 Any stated fees shall be plus statutory VAT in Germany.

14.3 The law governing legal relationships between domestic parties in the
Federal Republic of Germany shall apply.