STANDARD TRADING CONDITIONS

1.     DEFINITIONS

1.1. Under these Conditions

“Company” means INTEGRATED LOGISTICS VELA CORPORATION

“Conditions” mean the entire commitments, terms, and conditions embodied herein.

“Consignee” means the person entitled to receive the goods designated by the Customer.

“Customer” means any person at whose request or on whose behalf the Company undertakes any business or provides advice, information, and services pursuant to these Conditions.

“Owner” means the owner of the goods (including any packaging containers or equipment) to which any business transacted pursuant to these Conditions relates and any other person who is or may benefit from them through assignment or otherwise.

“Payment Term” means subject to the agreement of the Company, unless otherwise agreed by the Parties, the payment term shall be in accordance with the payment terms in the Principle Customer Contract.

“SDR” means the currency as determined by the International Monetary Fund. The value of the SDR shall be based on the exchange rate published by the International Monetary Fund on the date the Company receives the Customer’s written claim.

1.2. Words importing the singular include the plural and vice versa and words importing any gender include every gender and references to persons include body corporate and unincorporated.

1.3. The headings to the clauses are inserted for convenience only and shall not be considered in interpreting or constructing these Conditions.

1.4. Unless the context otherwise requires, references to Articles or the Addendum means a reference to the Terms and the Annex to this Condition. The Annexs form part of this Condition.

2.     APPLICATION

2.1. The following shall apply to these Conditions regardless of the mode or modes of transport used:

(a) each of these Conditions shall be deemed to be incorporated in and be a condition of any agreement between the Company and the Customer in respect of any business undertaken by the Company, including any advice, information, or service provided, whether gratuitously or otherwise;

(b) the Company is not a common carrier and shall only deal with the Customer subject to these Conditions;

(c) no agent or employee of the Company has the Company’s authority to alter or vary these Conditions; and

(d) If any legislation is applicable to any business being undertaken by the Company: (i) these Conditions shall, as regards such business, be read as subject to such legislation and nothing in these Conditions shall be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation; and (ii) if any part of these Conditions is repugnant to such legislation to any extent, such part shall as regards such business be void to that extent but no further.

3.   CUSTOMER’S WARRANTY ON OWNERSHIP

3.1. Customer entering into transaction of any kind with the Company expressly warrants that it is either the Owner or the authorized agent of the Owner of any goods to which the transaction relates and further warrants that it is authorized to accept these Conditions not only for itself but also agent for or on behalf of the Owner or any other person who is or may thereafter benefit from these goods.

3.2. Customer shall indemnify the Company against all expenses, losses, and liabilities howsoever and whatsoever suffered by the Company arising from or due to breaches of the above warranties whether or not arising out of the negligence or fault of the Customer.

4.   PERFORMANCE BY COMPANY’S AGENTS, EMPLOYEES OR SUBCONTRACTORS

Any instructions or business accepted by the Company may, in the absolute discretion of the Company, be fulfilled by the Company itself by its own employees, or agents performing part or all of the relevant services or by the Company employing or instructing or entrusting the goods to others on such conditions as the Company and such others may agree to perform part or all of the services, but entirely without prejudice to the rights, or immunities which the Company enjoys under these Conditions.

5.     COMPANY’S AUTHORITY

5.1. Pursuant to Article 4, the Company (a) is authorized to select and engage any person on behalf of the Customer as agent for and on behalf of the Customer, and (b) shall be entitled to enter into any contract as agent for and on behalf of the Customer with any person for the performance of part or all of the services.

5.2. Company may, but is not obliged to, depart from the Customer’s instructions in any respect if in the opinion of the Company, it is necessary or desirable to do so in the Customer’s interests or it is otherwise expedient to do so.

6.   COMPANY’S DISCRETION IN THE DISCHARGE OF DUTIES

6.1. Subject to instructions in writing given by the Customer and the acceptance of these instructions in writing by the Company, the Company reserves to itself absolute discretion as to the means, route, and procedure to be followed in the handling, storage, and transportation of the goods.

6.2. If in the opinion of the Company, it is at any stage necessary or desirable in the Customer’s interest to depart from those instructions, the Company shall be at liberty to do so and the Customer hereby authorizes such departure or deviation.

6.3. Any departure or deviation from the terms and conditions, or express instructions in the handling of the goods, other than pursuant to the normal handling of the goods, is done at all risk of loss the Company may suffer as a result of the Customer, Owner or Consignee.

6.4. Goods may be transported or transportation may be arranged separately when and if in the Company’s sole discretion, the goods may be transported as part of a package or larger consignment.

7.     WAREHOUSING

Pending forwarding or delivery, goods may be warehoused or otherwise be held at any place upon Company’s notice and Customer’s acceptance and the cost thereof shall be for the account of the Customer.

8.     WARRANTY ON PACKAGING

8.1. Except where the Company is instructed in writing to pack the goods, the Customer warrants that all goods have been properly and sufficiently packed and/or prepared for import and export.

8.2. Company shall not be liable for loss, deterioration, or damage to goods as a result of improper or insufficient packaging or preparation.

8.3. Customer shall comply with the requirements of any applicable law relating to the preparation and packaging of the goods.

8.4. In the event the Company is required to pack or re-pack the goods, the expenses and charges incurred by the Company in complying with the provisions of any such law or with any order or requirement thereunder or with the requirement of any harbor, dock, airport, railway, shipping, customs, warehouse or other authority or corporation, shall be borne and paid by the Customer and the Customer shall provide to the Company all such assistance, information, and documents as may be necessary to enable the Company to comply with such laws, orders or requirements.

9.     WARRANTY ON LOADING

9.1. Where the goods are carried in or on containers, trailers, flats tilts, railway wagons, tanks, igloos, or any other unit load device specifically constructed for the carriage of goods by land, sea, or air, (each hereafter individually referred to as “transport unit”), then, save where the Company has provided or procured the transport unit, the Customer warrants that:

(a) the transport unit has been properly and competently loaded;

(b) the goods are suitable for carriage in or on the transport unit;

(c) the transport unit is in a suitable condition to carry the goods loaded therein (save to such extent as the Company has approved the suitability of the transport unit).

9.2. The Customer shall be responsible for any losses and expenses suffered by the Company as a result of not complying with the use of the transport equipment provisions of Article 9.1.

9.3. Customer shall be responsible for inspecting the means of transport and equipment provided by the Company before loading the goods to ensure their suitability, correctness, and safety.

10. PAYMENT OF INVOICES AND LATE INTEREST CHARGE

10.1. All invoices shall be paid in accordance with the Payment Term.

10.2. Each invoice shall be deemed to be severable and payable on the due date notwithstanding that there may be a dispute in any one or several invoices.

10.3. Any contest to the invoice shall be made prior to payment. Failure to do so shall deem the amount reflected in the invoice as accepted by the Customer, except as otherwise allowed under these Conditions.

10.4 Interest at the rate of the basic loan interest rate announced by Vietnam Joint Stock Commercial Bank (Vietcombank) at the time of payment delay and not exceeding eighteen percent (18%) per annum or the maximum amount allowed by law, whichever is greater will be chargeable on all overdue amounts.

11. PAYMENT OF BROKERAGE AND COMMISSIONS

Company shall be entitled to retain and be paid all brokerages, commissions, allowances, and other remunerations.

12.  QUOTATIONS

12.1. The Company’s quotation is subject to approval by agreement between Company and Customer and subject to the right of withdrawal or revision prior to the Customer agreement.

12.2. Unless otherwise agreed in writing, the Company shall, after acceptance, be at liberty to revise quotations or charges with or without prior notice in the event of changes occurring in currency exchange rates, comply with statutable fees, and Government and local regulations.

13. CUSTOMER’S WARRANTY ON DESCRIPTIONS

13.1. Customer shall be deemed to be bound by and to warrant the accuracy of all descriptions, values, and other particulars furnished to the Company for the purposes of these Conditions and the services to be performed by the Company.

13.2. Customer agrees to indemnify the Company against all losses, damages, expenses, and fines whatsoever arising from any inaccuracy or omission, even if such inaccuracy or omission is not due to any negligence on the part of the Customer.

14.  LIABILITY FOR TAX

14.1. The Customer shall be responsible for all import duties, taxes, customs duties, charges, escrow, or any other charges levied by the authorities at any port or location in respect of or in connection with the goods; and the Customer shall be liable for any payables, penalties, costs, loss, or damage whatsoever incurred or suffered by the Company.

14.2. Customs duties and taxes and other government charges are included in the prices quoted by the Company unless otherwise stated.

14.3. Any costs or charges payable to the Company do not include any taxes payable by the Company. Any taxes payable under applicable law (including but not limited to sales tax, service tax, goods, and services tax, value added tax) shall be charged to the Customer and borne by the Customer.

15. RECOURSE TO CUSTOMER FOR CONSIGNEE’S DEFAULT

15.1. When goods are accepted or dealt with upon instructions to collect freight, duties, charges or other expenses from the Consignee or any other person, the Customer shall remain liable to pay the same and shall forthwith pay for the same or any balance thereof plus any interest if the Company is not paid or not fully paid by such Consignee or other persons immediately when due notwithstanding any claim, counterclaim or set-off.

15.2. Without prejudice to the generality of the foregoing, Article 15.1 shall apply if inter alia the goods are refused by the customs or other authorities or for any reason it is in the opinion of the Company impossible to arrange for the delivery of the goods.

16.  INSURANCE

16.1. The Company shall not enter into any cargo insurance contract unless expressly requested in writing by the Customer and all insurance contracts entered into by the Company shall be subject to the exceptions and conditions under the policies of the insurance company or insurer.

16.2. Insofar as the Company agrees to arrange insurance upon express instruction, the Company acts solely as an agent for the Customer, using its best endeavors to arrange such insurance, which insurance will be at the Customer’s expense and will only be arranged upon the Company receiving a declaration to value prior to receipt of goods by the Company.

16.3. Should the insurer disputes their liability for any reason, the Company shall not be under any responsibility or liability whatsoever in relation thereto notwithstanding that the premium upon the policy may not be at the same rate as that charged by the Company or paid to the Company by its Customer.

17.  LIMITATION OF LIABILITIES

17.1. The Company shall only be liable for any loss of or damage to goods if it is proven that the loss or damage occurred whilst the goods are physically in the possession of the Company and that such loss or damage was due to the negligence or misconduct of the Company or its own servants acting within the scope of their employment.

17.2. Save as aforesaid, the Company shall be under no liability whatsoever and however arising, and whether in respect of or in connection with any goods or any instruction, business, advice, information or service or otherwise.

17.3. Further and without prejudice to the generality of the preceding sub-conditions or otherwise, the Company shall not be under any liability whatsoever for any indirect or consequential loss arising from such loss or damage, or for any loss arising from non-delivery, miss-delivery, or delayed delivery of the goods.

18.  RATE OF LIMITATION

18.1. In no event shall any liability of the Company howsoever arising notwithstanding any lack of explanation and to the extent of its own negligence or willful misconduct:

(a) For domestic shipments, the Company’s liability to the Customer shall be subject to the following limitations, whichever is less:

(i) The limitation of compensation in accordance with specialized legislation, specifically, the liability of the Company shall be limited to 8.33 SDRs/kg for road transport, 22 SDRs/kg for air transportation, and 666.66 SDRs/packet of water transportation (or equivalent amount in Vietnam Dong); or

(ii) the cost of replacing the consignment; or

(iii) actual losses.

(b) With respect to international shipments, exceed the limit set out in any applicable international carriage of goods convention, and in the event that no such international convention is applicable, the Company’s liability per international shipment shall be limited to the actual loss or the replacement cost of the shipment, or, in the absence of any international treaty, the Company’s liability shall be limited to: at 2SDRs per kilogram of gross weight of the Goods or property lost, damaged or in connection with such claim made (or the equivalent amount in Vietnam Dong); or VND [●] per event, VND [●] for total events per calendar year, whichever is less;

(c) For warehousing services, VELA will compensate for the losses or damages of the Customer’s goods on the basis of the good’s value and subject to the following limits, whichever is less:

(i) limited coverage under the insurance contract; or

(ii) actual losses.

18.2. If the Hague Rules, the Hague Visby Rules, the Warsaw Convention, the Warsaw (Hague) Convention, the Warsaw (Hague) (Montreal) Convention, or the Montreal Convention 1999 are compulsorily applicable, the relevant limitation amounts set out therein will apply. In all other cases, the limitation amounts detailed herein shall apply.

18.3. Based on the information declared by the Customer in writing about the value of the goods for each shipment before the time of quotation, the Company may agree to be liable in excess of the foregoing limits but not in excess of the damaged good value to the Company caused by the Company’s subcontractors, provided that the Customer shall pay the costs incurred sufficiently for the Company to accept such an increased portion of the Company’s liability. Details of additional Company expenses shall be provided upon request.

19.  PROCEDURE FOR CLAIM

19.1. The Customer agrees that any claim against the Company shall be made in writing and without delay.

19.2. Any claim against the Company shall be made in writing and sent to the Company within fourteen (14) days from the date of delivery of the goods, or the date the goods should have been delivered, or the date the Customer first learned about the event that may lead to the claim, whichever comes first. If the Customer fails to provide the written notice of claim to the Company and thereby affects the Company’s role in the claim, the Company shall waive from all liability whatsoever arising in respect of any claim.

20. NO LIABILITY IN ABSENCE OF CUSTOMER’S EXPRESS WRITTEN INSTRUCTIONS

20.1. The Company shall not be obliged to make any declaration for the purpose of any statute, convention, or contract regarding the nature or value of any goods or any special interest in delivery unless expressly instructed by the Customer in writing.

20.2. Customer changes the value of the goods from the value of the goods originally declared or does not declare it in writing to VELA, the Customer will be responsible for the risk of the goods being sent at the freight rate determined by the Customer. confirmed by prior agreement or the extent of liability in Article 18 of Conditions. No declaration of value (where optional) will be made unless express instructions in writing to the contrary have previously been given by the Customer.

21.  DANGEROUS/HAZARDOUS GOODS

21.1. Except under special arrangements previously made in writing, the Company shall not accept or deal with any noxious, dangerous, hazardous, inflammable, or explosive goods or any goods likely to cause damage.

21.2. Dangerous/hazardous goods if accepted by the Company must be accompanied by full declaration of their nature and contents and must be delivered to the Company in full compliance with the current edition of the IATA Dangerous Goods regulations/ ICAQ Technical Instructions/ IMO International Dangerous Goods Regulations/International Transport of Dangerous Goods Regulations by Rail COTIF and be properly and safely and securely packed for the transit and the Customer shall, in any case, comply with rules which are mandatory according to national laws or by reason of International Conventions relating to the carriage of goods of a dangerous nature, and shall in any case inform the Company in writing of the exact nature of the danger, before goods of a dangerous nature are taken in charge by the Company and indicate to the Company, if need be, the precautions to be taken. The Company gives no guarantee that any conveyance owner will accept or deliver such goods

21.3. If the Customer fails to provide such information and the Company is unaware of the dangerous nature of the goods and the necessary precautions to be taken and if, at any time, the goods are deemed to be hazardous to property, life or health, such goods may at any place be unloaded, destroyed or rendered harmless, as circumstances may require, without compensation or liability. The Customer shall indemnify the Company against all loss, damage, liability, or expense arising out of their being taken in charge, or their carriage, or of any service incidental thereto.

21.4. Should the Customer nevertheless deliver any such goods to the Company or cause the Company to handle or deal with any such goods, the Customer shall be liable for all loss or damage whatsoever and howsoever caused thereby, and in particular: (a) the Customer shall indemnify the Company against all penalties, claims, damages, costs and expenses caused thereby; and (b) the goods may be destroyed or otherwise dealt with at the sole discretion of the Company or any other person in whose custody they may be at the relevant time.

21.5. If such goods are accepted under arrangements previously made in writing, goods may nevertheless be so destroyed or otherwise dealt with causing damage or in danger of causing damage to other goods, property, life, or health and where such damages were not caused by the fault and neglect of the Company, the Company shall have no liability and the Customer shall indemnify the Company against all loss, damage, liability and expense arising therefrom.

21.6. The expression “goods likely to cause damage” includes goods likely to harbor or encourage vermin or other pests.

21.7. The Company shall not be liable for any act of jettisoning, abandoning, unloading, destroying, or otherwise dealing with the goods or any act or of any other person in whose custody the goods may be at the relevant time is necessary or advisable for the safety or security of any person or property.

21.8. For every consignment of dangerous goods, the Customer’s declaration for dangerous goods on the form appropriate to the danger involved, as required by current national law or international conventions must be completed in duplicate and must accompany the goods.

22.  VALUABLE GOODS

Except under special arrangements previously made in writing, the Company will not accept or deal with tobacco, bullion, coins, precious stones, pieces of jewelry, valuables, antiques, pictures, livestock, or plants. Should the Customer nevertheless deliver any such goods to the Company or cause the Company to handle or deal with any such goods unless made under special arrangements previously made in writing, the Company shall be under no liability whatsoever for or in connection with the goods however arising.

23.  RIGHTS OF RECOURSE

The Company shall have the right to sums to be paid by the Customer under these Conditions, not only against or from the Customer, upon agreement by both Parties, against or from the shipper, and/or Consignee and/or Owner of such goods. All sums shall be paid to the Company immediately when due without deduction and payment shall not be withheld or deferred on account of any claim, counterclaim, or set-off.

24.  LIEN

24.1. All goods (and documents relating to goods) in the possession, custody, and control of the Company shall be subject to a particular and general lien and right of detention for monies due from the Customer or the consigner, Consignee or Owner, as the case may be, to the Company, including storage fees and the cost of recovering the same. If any monies due to the Company are not paid within forty-five (45) calendar days after notice has been given to the person from whom the monies are due that such goods are being detained, Customer hereby agrees that the goods may be sold by auction or otherwise at the sole discretion of the Company and at the expense of such person or the Customer, and the net proceeds applied in or towards satisfaction of such indebtedness and all charges and expenses of the detention and sale

24.2. When the goods are liable to perish or deteriorate, the Company’s right to sell or dispose of the goods shall arise immediately upon any sum becoming due to the Company subject only to the Company taking reasonable steps to bring to the Customer’s attention its intention of selling or disposing of the goods before doing so.

24.3. The Company shall render the surplus, if any, of the monies arising from the sale and such of the goods as remain unsold to the person entitled thereto, in the opinion of the Company.

25.  GENERAL AVERAGE

Customer shall defend, indemnify and hold harmless the Company in respect of any general average or any claims of a general average nature which the Company may suffer through no fault of the Company, and the Customer shall provide such security as may be required by the Company in this connection.

26.  WAIVER

Any waiver by the Company of any default or right under these Conditions shall not be deemed to be a waiver by the Company of any prior, subsequent, or continuing default or right of a like or similar nature.

27.  INDEMNITY

In addition to and without prejudice to the foregoing Conditions, the Customer undertakes that it shall, in any event, indemnify the Company against all liabilities whatsoever, including but not limited to, penalties imposed by the relevant authorities, suffered or incurred by the Company and arising directly or indirectly from or in connection with the Customer’s instructions and in particular the Customer shall indemnify the Company in respect of any liability whatsoever it may be under to any servant, agent or subcontractor or any hauler, carrier, warehousemen, or other person whatsoever at any time involved with the goods arising out of any claim made directly or indirectly against any such party by the Customer or by any Shipper, Consignee or Owner of the goods or by any person interested in the goods or any person profiting from the goods, or by any other person directly or indirectly brought against the foregoing party.

28.  FORCE MAJEURE

The Company shall not be liable for any loss and damage to the goods, delay or failure to perform any of its obligations under these Conditions caused by the acts of God, civil or military authority, public enemy, fire, floods, severe weather conditions, odors, sprinkler leakage, wind, storm, moth, by rats, mice or other vermin, labor disorders, strikes, work stoppages, or other labor trouble, disturbance or interference of whatever cause or nature, whether primary, secondary or tertiary, etc, malicious attack on IT systems, epidemic or quarantine or accidents, riots, civil commotion, closing of the public highways, governmental interference or regulations and other contingencies, similar or dissimilar to the foregoing, or any event beyond its control. The Company shall notify the Customer as soon as practical of any anticipated delay or failure caused by any of the foregoing events. The performance of the affected obligations shall be suspended for the period of delay caused by such event.

29.  ASSIGNMENT

29.1. The Customer and the Company shall not assign or transfer any of their responsibilities, rights, and obligations under these Conditions without the prior written consent of the other party, this consent shall not be withdrawn unreasonably. Notwithstanding the foregoing, a party may assign these Conditions to one of its dependents if the assignor and the dependent enter into a binding agreement whereby:

(a) the subsidiary agrees to be bound by the terms of these Conditions as the assignor of these Conditions; and

(b) the assignor agrees to remain bound by these Conditions.

29.2. For the avoidance of doubt, nothing in this Article shall be construed to limit the Company’s right to assign in any way the commercial revenues arising under these Conditions to any other party.

29.3. The Company has the right to select and hire subcontractors to perform all or part of the services. Goods may be entrusted to these subcontractors and subcontractors are entitled to all warranties and limitations of liability set forth in these Conditions.

30.  CONFIDENTIALITY

30.1. Each party acknowledges that information disclosed to it by the other party under these Conditions is proprietary, confidential, or a trade secret of that other party.

30.2. Except as stated in these Conditions, each party must not and must not permit any of its officers, employees, agents, contractors, or related companies to use or disclose to any person any information disclosed to it by the other party under these Conditions without the prior written consent of that other party.

30.3. Notwithstanding the provisions of Clause 32.2, the Company may disclose such information (a) to its professional and financial advisers, including its legal advisers, technical advisers, bankers, and auditors (collectively “Advisers”); and (b) to the directors and management team, and Advisers to, its ultimate holding company or of any company that is a subsidiary of its ultimate holding company OR affiliates; provided in each case they are themselves bound by and comply with obligations of confidentiality comparable to those set out in these Conditions.

30.4. This Clause does not apply to any information which:

(a) was known to the party receiving it at the date of receipt;

(b) is generally available to the public other than as a result of wrongful disclosure by the party receiving it;

(c) is required to be disclosed by law; or

(d) is required to be disclosed by stock exchange.

31.  SEVERABILITY

If any provision of these Conditions be declared void, invalid, or unenforceable by any court of law, the remaining provisions of these Conditions shall to the extent permitted by such declaration remain in full force and effect as though the void, invalid or unenforceable provision was never a provision of these Conditions.

32.  JURISDICTION AND GOVERNING LAW

Any dispute arising between the Company and Customer shall be governed by the laws of Vietnam and each party shall submit to the exclusive jurisdiction of the Vietnam International Arbitration Centre (VIAC).

33.  LANGUAGE

These Conditions are made into two (02) version in Vietnamese and Enghlish. In case of any diffirence, Vietnamese shall prevail.