MAKIOS LOGISTICS

GENERAL TERMS AND CONDITIONS OF A TRANSPORT CONTRACT WITH ASSOCIATED FREIGHT FORWARDERS (CARRIERS)

These General Terms and Conditions shall apply to the Company’s contracts concluded with professional carriers who carry out transport services on the company’s behalf. For the purposes hereof, the company “MAKIOS S.A.” hereinafter shall be referred to as the “COMPANY”, while the contracting carrier as the “CARRIER”. The transport contract with the associated freight forwarders shall also be governed by the terms and conditions set forth herein. The associated freight forwarders have been explicitly aware of them and have fully accepted them.

Article 1: OBJECTIVE – TRANSPORT CONTRACT – CARRYING OUT RELATED OPERATIONS

The “COMPANY” manages transport services on behalf of its third-party clients inland and abroad, for the execution of which it cooperates with various carriers.

A transport contract is the contract whereby the “COMPANY” entrusts the cooperating carrier with performing the transport, for a fee, with the purpose of carrying out the freight services concerned.

In addition to the physical movement of goods, the concept of “carrying out a transport” includes the following related ancillary operations, namely:

i. Loading of the transferred goods into the cargo carriers

ii. Unloading the transferred goods from the cargo carriers and delivering them

iii. Any necessary issuance of relevant invoices and supporting documents in agreement with the terms and conditions of the International Carriage of Goods by Road (CMR)

In order to fulfill its purpose, the “COMPANY” may cooperate with more than one carrier.

Article 2: The contents of the order addressed to the Carrier:

The order from the “COMPANY” addressed to the “CARRIER” shall be drawn up electronically through a specific form, which shall be sent on behalf of the “COMPANY” to the contact email of the “CARRIER”. An email of acceptance shall be sent to the inbox of the “COMPANY” for the undertaking of the transportation. The contract shall be deemed to have been drawn up as soon as the “CARRIER’s” response email has been delivered to the “COMPANY’s” inbox. The “CARRIER” must send the relevant response email to the “COMPANY” within one (1) day of receiving the relevant order from the “COMPANY”. Response emails, which shall be delivered in the “COMPANY’s” inbox after the above deadline, shall be regarded as out of time and the “COMPANY” shall have full discretion regarding whether to accept them.

The contract between the “COMPANY” and the “CARRIER”, as set out above, shall specify the remuneration of the “CARRIER”, the particulars and exact address of the consignor(s) and the consignee(s), the nature (type) and quantities of goods. The time for the delivery of goods by the “CARRIER” to the consignee(s) shall also be specified.

Article 3: Duration – Termination of contract

The contract between the “COMPANY” and the “CARRIER” involves a route that may serve more than one consignor(s) or/and consignee(s), according to the information sent by email, as mentioned above. The contract shall be terminated as soon as the “CARRIER” sends the relevant consignment note signed and stamped by the respective consignee to the email of the “COMPANY” and the latter proves it was duly received.

The contract shall also be terminated at any time, even during a route, by a mutual written agreement of the parties or by a complaint of breach of any of the terms herein, all of them having been agreed as material, and in the event of a grave reason, which (complaint) produces direct effects. In case one party makes a complaint due to the fault of the other party, the non-defaulting party has the right to claim compensation for any damage, be it material [damnum emergens] or loss of profits [lucrum cessan], suffered by it.

The “CARRIER” shall fully comply with all the terms of the transport contract, as well as with the general terms, which are considered by all parties to be material. Any violation of any of the above terms and conditions shall authorize the “COMPANY” to terminate the contract immediately, without it incurring any liability.

Article 4: Inspection – Adherence to the time schedule

i. The “CARRIER” shall be responsible for the inspection and readiness of the means of transport. The “CARRIER” must properly keep and maintain it in excellent condition throughout the duration of the contract. However, the “COMPANY” reserves the right – at its sole discretion – to check the readiness and quality of the means of transport, to inspect the accompanying records, as well as any other information deemed necessary for the proper performance of the transport contract.

ii. The transport must be carried out and the transported cargo – freight must be delivered to the consignees at a predetermined time agreed with the “COMPANY” in the transport contract. The deliveries of the goods to the customers of the “COMPANY” shall be made in accordance with the itinerary defined in advance by the “COMPANY”. Itineraries are subject to change at any time by the “COMPANY”, due to constant improvements that are adjusted to the current needs of the “COMPANY”. The “CARRIER” must immediately comply with the relevant orders of the “COMPANY”.

iii. In the event of delay in delivery of the goods through to a fault of the “CARRIER” or that of its staff, the “COMPANY” has the right to claim compensation for any damage, be it material [damnum emergens] or loss of profits [lucrum cessan].

Article 5: Modal shifts

The “CARRIER” shall not be entitled to assign all or part of its responsibilities under the Transport Contract or any relevant work undertaken to another carrier, or however else the latter may be called, without the prior written consent of the “COMPANY”. Otherwise, if the “CARRIER” proceeds to such an assignment or substitution of the transportation without a written consent, then the “COMPANY” shall be entitled to terminate the contract due to a fault of the “CARRIER”, effective immediately, as well as claim any compensation for any damage, be it material [damnum emergens] or loss of profits [lucrum cessan]. In addition, it is agreed that the amount of one thousand (1,000.00) euros be paid both as a penalty clause against the carrier and in favor of the “COMPANY” for the said conduct and as an unverified indemnity. The enforcement of the penalty clause shall be made upon the service of a simple non-judicial statement of the “COMPANY” to the “CARRIER”, without any other substantive or procedural requirement.

Article 6: Remuneration

i. The “CARRIER’s” remuneration/fee, as specified in the transport contract, shall include any costs, expenses, ancillary works etc. of the carrier, which are not regarded as remuneration in the strict sense. For example: shipping and installation costs, loading and unloading costs and charges, pay on compulsory rest days due to repairs or any other cause, fuel required, wear and tear costs, insurance premiums and machinery depreciation. All costs relating to the payment of wages, salaries, Christmas and Easter bonuses, holiday pay and all related contributions and charges, as well as the all staff costs, such as social security contributions to social security funds and insurance companies, relating to execution of all main and auxiliary tasks for the complete and proper execution of the order. Also the costs and expenses incurred in carrying out any such transport contract. All the above indicative costs and expenses have been calculated by the “CARRIER”, have been included and calculated in its agreed remuneration and is therefore not entitled to any additional fee or extra payment or as any other charge of the “COMPANY” may be otherwise called.

ii. The agreed remuneration may be adjusted solely by a mutual written agreement.

Article 7: Being aware of the conditions

In view of the business plans of the “COMPANY”, the importance of the project undertaken, the full knowledge and approval by the “CARRIER” of the way the project is carried out and its particular experience, the “CARRIER” declares that in assessing its performance and counter-performance, it took into account the unexpected change in the conditions of the assigned project, i.e. even the change in the prices of services, fees, expenses required directly or indirectly. Thus, in the event of a change of the above, it is not entitled to claim any increase in its remuneration, nor any reduction of services that is contractually and legally required to provide to the “COMPANY”. It expressly declares that it waives any such claim, or any relevant benefit of the provision of the law, as for example from the provision of article 388 of the Civil Code.

Article 8: Method of payment

Remuneration shall be paid on the basis of a relative issued invoice, either of the “COMPANY” (self-billing) or the “CARRIER” (invoice for service rendered). The invoice shall be repaid as per agreement with each carrier. The payment shall be made by bank deposit to a bank account held by the “CARRIER”, after the company has received the CMR signed and stamped by the consignee.

The “COMPANY” is entitled to make partial cash payments to suppliers of the “CARRIER” to cover the costs of the transport. Should the “COMPANY” exercise this right, then the amount paid shall be deducted from the agreed fee of the “CARRIER”.

Article 9. Staff of the CARRIER

i. The “CARRIER” must have the necessary specialized personnel such as drivers and other employees. The drivers shall be employees of the “CARRIER” or persons whose services are used or vicarious agents non-related directly or indirectly with the “COMPANY”. For this reason, it is pointed out that, in order to avoid problems in the execution of the project, the “CARRIER” should adhere strictly to the provisions of labor, insurance and any other relevant law.

There shall be no relationship of dependency or other employment relationship created by the transport contract between the “COMPANY” and the driver of the means of transport (who may also be its owner), or between the “COMPANY” and any other person performing the work assigned by the carrier. The “CARRIER” is a freelancer operating at his own risk and profit and any transactions with third parties under this contract shall be on its own responsibility, in its own name and on its own account, and in no way shall bind the “COMPANY” to third parties. The “CARRIER” shall have no right to act as a representative or undertake any obligations acting in the name of the “COMPANY”.

The “CARRIER” has also the sole responsibility to comply with the relevant provisions concerning social security and labor relations in general, and shall be obliged to employ experienced personnel insured in the Single Social Security Entity [EFKA] and the Social Insurance Organization of Freelance Professionals (OAEE) and pay legal contributions and deductions at the above Institutions and any other Organization of main and supplementary insurance.

At the same time, the conclusion of the transport contract between the “COMPANY” and the “CARRIER” shall constitute a declaration by the “CARRIER” that it employs drivers with the necessary qualifications to carry out the contracted transport. In addition, the “CARRIER” must comply with all applicable health and safety legal provisions and inform its employees accordingly.

The “CARRIER” shall be solely responsible for any criminal, civil or other liability arising, to the persons or items of the “COMPANY” or to third parties or items independent of it or to any degree of damage or loss (partial or total) to the transported goods, by its own actions or omissions or actions or omissions  by third parties, non-contracting parties herein (even in cases of slight negligence), who shall be engaged in the execution of the project in any capacity and relationship, such as persons whose services are used or vicarious agents, specialized workforce, subcontractors, carriers etc. In the above cases, the “COMPANY” has the right to terminate the contract immediately, without it incurring any liability, while the “CARRIER” must pay compensation to the “COMPANY” for any direct or indirect damage, be it material [damnum emergens] or loss of profits [lucrum cessan] in any of the above cases.

ii. The “CARRIER” agrees that the “COMPANY” may carry out a breath alcohol test to the respective driver of the vehicle at any stage of the itinerary, even before it starts. Should any amount of alcohol be found, even if that is below the legal limit (according to the Highway Code), or if the driver is found to be stealing, the “COMPANY” shall be entitled to terminate the contract due to a fault of the “CARRIER”, effective immediately, claim any compensation for any damage, be it material [damnum emergens] or loss of profits [lucrum cessan], while, in addition, it is agreed that the amount of one thousand (1,000.00) euros be paid both as a penalty clause against the “CARRIER” and in favor of the “COMPANY” for the said conduct and as an unverified indemnity. The enforcement of the penalty clause shall be made upon the service of a simple non-judicial statement of the “COMPANY” to the “CARRIER”, without any other substantive or procedural requirement.

The same shall apply in the case where the “CARRIER” is the driver himself.

iii. The “CARRIER” shall be responsible for the remaining of the legal documents of the tractor and the trailer (Roadworthiness Test Centre [KTEO], Vehicle Registration, Veterinary License, ADR etc.) in force, as well as the compliance with all the provisions of the Highway Code, especially the provisions on the driver’s time of driving, and provisions on transport.

iv. The “CARRIER” must inform the “COMPANY” about the drivers it employs, their qualifications (e.g. ADR Certificate) who shall not be allowed to undertake any transport without the prior knowledge of the “COMPANY”.

Article 10: Prohibition of actions

The “CARRIER” may not assign, discount or pledge its remuneration from the transport contract to third parties, in whole or in part, without the prior written approval of the “COMPANY”. The same prohibition shall apply for the assignment of any claim and any rights of the “CARRIER” deriving from the transport contract to any third party, without the prior written consent of the “COMPANY” and without its agreement (co-signature) for the assignment of claim or right οn the contract between the “CARRIER” and the third party.

Article 11: Obligations of the “COMPANY”

The “COMPANY” undertakes to provide the “CARRIER” with:

– Freight Insurance. The “COMPANY” assumes the cost of insurance of the cargo ONLY for the transfers carried out on its behalf by the “CARRIER”.

The above service shall be provided in the context of the transport assigned by the “COMPANY” to the “CARRIER”.

Article 12: Obligations of the “CARRIER”

i. The “CARRIER” shall be fully and exclusively responsible for any misdemeanor, even for slight negligence, for all damage (be it material [damnum emergens] or loss of profits [lucrum cessan], or non-material) arising during the work assigned or having a direct causal link [causal relata] with it. The term damage also includes damage to persons or items. It is also responsible for the acts or omissions of its employees, persons whose services are used in any kind of relationship, and all persons in general who carry out, contribute to or participate in the execution of the work assigned.

ii. The “CARRIER” guarantees the excellent condition of the means of transport used during the contract. The “CARRIER” is prohibited from using vehicles, chambers etc. which do not meet the specified requirements. In the event of the use of such means of transport, the “CARRIER” shall be solely responsible for the improper or incomplete transport of the goods due to their defectiveness, and shall be required to pay any compensation for any damage to the “COMPANY”.

iii. The “CARRIER” shall also bear the risk of the project throughout the duration of the contract. The “CARRIER” shall be solely responsible for any damage, deterioration, loss, etc. of the transported products from the moment of their delivery to it, during their transportation and up to the completion of their unloading at the place of destination and their delivery to the respective consignees.

iv. The “CARRIER” shall be solely responsible for carrying out the whole process of loading – transport – unloading, transshipment of the transported products, pursuant to the provisions of all relevant legislation, as currently in force, and shall guarantee the proper handling of all related tasks, regardless of the fact that any relevant machinery of the “COMPANY” may have been used. The “CARRIER” shall have the sole responsibility and guarantee the strict compliance of all relevant rules, provisions etc. relating to the work undertaken.

v. The “CARRIER” shall be responsible for maintaining the temperatures required for the proper transport of cargoes. These temperatures shall be set by the “COMPANY”.

The “CARRIER” shall guarantee the constant maintenance of the temperature required from the time of delivery to the carrier until they are received by the consignee. Appropriate refrigerator cars should be used when transporting fresh-frozen goods. In addition, the “CARRIER” must ensure constant, uninterrupted cooling of the chamber, otherwise it retains full responsibility. The thermometers used to monitor temperatures must be regularly calibrated to verify the correct measurement of temperatures. The “CARRIER” shall bear the responsibility for such calibrations.

Required evidence of temperature maintenance must be provided by the “CARRIER” in accordance with the applicable legal provisions of the Authorities. The relevant documents must at all times be available to the “COMPANY”. In addition, the “CARRIER” shall be responsible for complying with the legal provisions applicable to cargoes transported at any time (e.g. ADR, Veterinary Licenses etc.), as well as for vehicle cleanliness, transport temperature, separation of loads etc.

vi. When carrying out transport orders, it must be ensured by the “CARRIER” that the vehicles used comply with the applicable rules on hygiene and always operate in a clean and tidy condition so as not to impose an extra burden to the loads carried, either by impurities or by odors, or other factors.

vii. The “CARRIER” (under its responsibility for loading, unloading) must abide by all rules, by law or public services, concerning the handling of such operations and ensure proper stowage. It should also be aware of and apply all applicable rules regarding both the transport of products subject to specific temperatures and specifications.

ix. The “CARRIER” must inform the “COMPANY” without delay and without being requested for all the events that are important for the “COMPANY” regarding the execution of the contract, such as any delays, any shutdown of auxiliary equipment (refrigerator etc.).

x. The “COMPANY” shall have the right to inspect the vehicles of the carrier to determine whether the cargo is properly loaded, if the equipment is working, if the cargo area of the truck is properly closed, etc.

xi. If there is an objective reason, e.g. reasonable ground for suspecting illegal acts, theft offenses or the like, the “COMPANY” shall be entitled to inspect the cab and the driver. The “CARRIER” shall be required to facilitate such inspections by giving relevant instructions to its drivers.

xii. The “CARRIER” shall be liable for any delay in the performance of the work entrusted to it, unless the delay is due to force majeure. The above liability of the “CARRIER” shall be waived if it has previously notified the company, and the company accepts such delay in writing, including electronic means. In the event of a delay due to the fault of the “CARRIER”, the “COMPANY”, in addition to exercising its legal rights, shall be entitled to cumulatively claim the work to be performed and exercise its rights on compensation for any damage suffered.

xiii. The “CARRIER” shall be held responsible for complying with the provisions of all international conventions, state regulations regarding the transport of goods (e.g. Convention on the international transport of goods, ADR, ATP Conventions) for each journey.

xiv. The “CARRIER” shall be responsible for the timely submission and renewal of all necessary documents regarding the means of transport (e.g. Roadworthiness Test Centre [KTEO], Community Card, Green Card, etc., and its drivers, e.g. renewal of employment contract etc.).

xv. The “COMPANY” is ISO9001: 2008, ISO22000: 2005, IFSLogistics and SQAS certified. The “CARRIER” must comply with the requirements of the “COMPANY”, as they arise from these standards.

xvi. Where there are requirements for separation of cargoes, these must be followed by the “CARRIER” in accordance with the “COMPANY’s” instructions.

xvii. If the itinerary requirements cannot be met, the “COMPANY” must be notified immediately. In such case, it shall have the right to terminate the contract immediately, without it incurring any liability.

Article 13: Confidentiality

The “CARRIER” must observe complete confidentiality of any event or data regarding its cooperation with the “COMPANY” or the organization in general, pricing, operation of the services of the “COMPANY”, as all information provided or to be provided is completely confidential. This shall also apply for a period of eight (8) months from the expiry or the termination of the contract.

Article 14: Invalidity / Jurisdiction

i. Should any of the terms of the contract be void, all the remaining terms and provisions of this Agreement shall remain in full force and effect but the said term, which shall be supplemented in accordance with good faith, fair dealing, the spirit of the contract and the law.

ii. All terms herein are agreed upon as substantial and any amendment thereof shall be made and proven only in writing and shall apply as expressly provided therein and contain the new term as such.

iii. Where force majeure is referred to herein, only the grounds defined by law are meant as such.

iv. This contract is governed and construed in accordance with Greek Law. Any dispute arising out of this contract between the contracting parties shall fall within the exclusive jurisdiction of the Courts of Thessaloniki.