Terms and conditions.

I. General

1. "TransDirect" is TransDirect BV, VAT BE 0782.223.539 having its registered office at Evolis 100, 8500 Kortrijk. "Principal" is a company that issues an assignment to TransDirect. For the purposes of the present terms and conditions, the Principal also assures that the shipper and/or consignee correctly perform their obligations. TransDirect and the Principal are referred to together as "parties" and individually as "party". "Agreement" is the set of arrangements between the parties, such as the assignment and these terms and conditions. "Goods" are the movable goods to be transported by TransDirect to the consignee by order of the Principal.
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II. Offers and information

1. All offers, in whatever form made, are in principle only valid for 3 days, unless otherwise stated in writing by TransDirect. TransDirect reserves the right to refuse an order despite offers made.
2. Assignments are only binding after written confirmation or commencement of performance by TransDirect.
3. The Principal shall timely inform TransDirect of everything that is necessary or useful for TransDirect for the execution of the Agreement.
4. TransDirect shall not carry out an assignment under a cash on delivery clause, under assumed value of the Goods or special interest in delivery. TransDirect accepts the transport of risk goods (jewellery, money, antiques, securities, excise goods, etc.) only at the risk of the Principal.

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III. Transport documents

1. The client is obliged to include all mandatory documents for the order with the goods in a timely manner.
2. If these documents are not there, incomplete or late or they contain errors, TransDirect may refuse the order without further consequences and the Principal shall indemnify TransDirect for any possible consequence upon execution.

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IV. Loading – unloading – stowage – transhipment – contents Goods - packaging

1. Loading and unloading is done by the Principal (or shipper), respectively the consignee. If the Principal or the consignee requests the Principal to do so, this shall be done under the express supervision, control and responsibility of the Principal or the consignee respectively without any liability on the part of TransDirect. TransDirect bears no liability for damage caused by, and/or during loading and unloading.
2. If possible and necessary, TransDirect shall carry out the stowage based on the instructions of the Principal (or shipper) given in accordance with the applicable legislation in function of the route. The Principal shall indemnify TransDirect for all possible consequences if those instructions are incorrect or impossible to carry out correctly (e.g. packaging Goods not sufficiently firm).
3. TransDirect delivers the Goods to the threshold or quay of the consignee's premises. If TransDirect has to load or unload the Goods on the public road, the Principal, shipper or consignee shall provide the necessary permissions.
4. The movement of TransDirect's vehicle within the premises of the Principal, shipper or consignee is done entirely on the instructions and under the responsibility of the latter. However, TransDirect may oppose such instructions if, in its conviction, local conditions endanger its vehicle or cargo. The Principal, shipper or consignee shall construct and maintain access roads and stationing areas to enable TransDirect to manoeuvre easily and conveniently.
5. If no authorised (representative) of the consignee is on site at the agreed time of delivery, TransDirect shall unload the Goods on site, after which TransDirect shall communicate the unloading to the Principal and the latter shall be deemed to have accepted this delivery without any reservation.
6. Except in the event that the Principal expressly asked TransDirect to check the gross weight of the cargo within the meaning of article 8 paragraph 3 CMR, the Principal remains responsible for any transhipment, even transhipment by axle. The Principal shall indemnify TransDirect for all possible consequences of such transhipment (e.g. vehicle immobilisation, fines, etc.).
7. Only the Client is responsible for the contents and packaging of the Goods. The Client shall respect all legal and administrative provisions, standards and customs relating to the Goods, transport or storage, intellectual property rights, product liability and product safety.

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V. Liability

1. TransDirect shall be liable for damage or loss of the Goods in accordance with the applicable provisions of the CMR Convention. TransDirect's maximum liability under the CMR Convention also applies to the resources that the Principal made available to TransDirect and to other goods that are in the Principal's, loader's or consignee's care but are not the Goods.
2. TransDirect shall not be liable for any exceptional, indirect, direct or economic loss including, inter alia, loss of profits, business interruption, loss of revenue, loss of goodwill, loss of clientele, damage to buildings or savings.
3. The Principal shall indemnify TransDirect against all claims of third parties and compensate all damages incurred by TransDirect on account of a breach by the Principal of the Agreement, these general terms and conditions or applicable regulations.
4. Any performance deadlines are a target. The Client forfeits damages, penalty, rescission or refusal of performance of the Agreement due to failure to meet a performance deadline or a result intended by the Client.

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VI. Force majeure

1. Any situation or event occurring beyond the will of a party, which a party could not foresee even with due diligence and foresight and which renders a party's performance of one or more of its contractual obligations (other than the obligation to pay) temporarily or permanently impossible, such as, inter alia, strike, lockout, acts of war, fire, epidemic, exceptional climatic conditions, or a computer crash whether or not caused by a computer virus (Force Majeure).
2. If a party cannot fulfil one or more of its obligations due to Force Majeure, those obligations will be suspended during the period of Force Majeure.

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VII. Prices

1. TransDirect reserves the right to unilaterally adjust its prices (i) in the event of changes to the information or data provided by the Principal, or if this information proves to be incorrect or incomplete, (ii) if the price of goods or services purchased by TransDirect from third parties is increased or such goods or services are (temporarily) unavailable from the usual suppliers; and/or (iii) in the event of an increase in wage costs, social security charges, taxes, the price of raw materials, materials, transport costs or energy prices for own production, whereby the price increase will be in reasonable proportion and will take account of the price increases that occur.
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   In any case, the Principal is aware that TransDirect uses the following indexation formula with each new quarter:
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   “New price = Base price * (0,2 + 0,8 * (New index /Start index))
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   For which the following definitions apply:
   
   - Base price: price at the start of the agreement;
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   - Commencement index: the cost price index published by the Belgian Road Transport and Logistics Institute for road freight transport for the month preceding the signature of the Agreement;
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   - New index: the cost price index for the carriage of goods by road of the month preceding the date of indexation, published by the Instituut weg Transport en Logistiek België."
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2. If the Client indicates that payment of the order will be made by a third party (e.g. the consignee), the Client and this third party are jointly and severally liable for the payment.
3. TransDirect may refuse to perform, or charge (before or after performance) additionally as 'extra work' or 'additional costs' for performance, deliveries or costs that fall outside the scope of the Agreement and require payment, advances or security for them separately.
4. All costs (including handling, storage, transport, shipment, import or export, insurance, etc.), taxes, levies, fines and the like relating to the Goods shall be borne by the Principal. If TransDirect advances them, the Principal shall repay them to TransDirect on first demand.

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VIII. Payment terms

1. Invoices are payable on the stated due date without any discount. In the absence of a stated due date, the invoice is payable 30 days from the date of issue.
2. In case of non-timely payment of an invoice:
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   - the Client shall owe, without prior notice of default, a fixed compensation of 15% of the invoice amount with a minimum of €150 per invoice, and a default interest from the due date in the amount of 1% per month, whereby a part of the month counts as a full month;
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   - expire any discounts and commercial concessions granted by TransDirect;
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   - all outstanding claims of TransDirect against the Principal shall become immediately due and payable without prior notice of default being required;
   
   - TransDirect may cancel pending orders or suspend their execution;
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   - TransDirect has a lien and pledge on all goods in its possession from or by the Principal to cover all sums that the Principal, from whatever cause, owes or will owe to TransDirect;
   
   - Without prejudice to TransDirect's other rights, including to compensation for greater proven damages.
3. No set-off may be applied between the payment of the price of the assignment and any amounts claimed from TransDirect.
4. All costs (including handling, storage, transportation, shipping, import or export, insurance, etc.), taxes, levies, fines, and similar expenses related to the Goods are borne by the Client. If TransDirect advances them, the Client shall repay them to TransDirect upon first request.
5. TransDirect passes on the costs for external bookings via external booking systems (such as Transporeon) to the Client in full. TransDirect also charges an administrative fee of €10, excluding VAT, per external booking.
6. If TransDirect carries out the assignment on the weekend and/or on a public holiday, the price for the respective assignment is increased as follows:

• • by 30% if TransDirect carries out the assignment on Saturday; and
• • by 50% if TransDirect carries out the assignment on Sunday or on a public holiday.

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IX. Waiting hours

• The time frame for loading and unloading will be calculated from the presentation at the consignee, regardless of whether or not the Goods have been accepted, and will be a maximum of 1 hour for national Full Truck Load shipments (FTL) and a maximum of 2 hours for international shipments (FTL). For Less Than Truckload (LTL), it will be a maximum of 30 minutes. An additional fee of €55.00 will be charged for each additional hour. Waiting hours are calculated per half hour started.

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X. Diesel surcharge

• The diesel surcharge is calculated using official figures published on the www.energiafed.be website and changes on a monthly basis. The official price is measured every Monday for a month to obtain an average. The diesel surcharge is calculated based on the diesel price as shown in the offer.
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• The formula below serves as the basis for the calculation

• ‍*Fuel Share will be included on the offer.

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XI. Additional stops

1. If an additional stop is required, the price of the contract shall be calculated on the basis of the furthest destination. The additional stop may not be more than 40 kilometres from the normal route to the furthest destination. A fee of €70.00 will be charged per additional stop.
2. If the duration time of the trip to the additional stop together with the time on site exceeds 40 minutes, compensation in accordance with Article IX on waiting hours will be charged.

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XII. Returning pallets

• TransDirect does not return the pallets to the principal.

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XIII. Compensation for cancellation, cessation and dissolution

1. Upon cancellation, discontinuation of the execution or dissolution of the assignment by or to the detriment of the Principal, TransDirect shall be entitled to a lump-sum compensation equal to 20% of the price for this assignment.
2. If the cancellation, cessation of performance or dissolution of the order is notified less than 24 hours before the trip, this compensation shall be equal to the full amount of the price for this order.
   
3. In addition, TransDirect retains its otherrights including compensation for greater proven damages.

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XIV. Dissolution

• The parties may terminate the Agreement by registered letter without judicial authorisation if:
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  - a party is in bankruptcy, is the subject of a bankruptcy petition or of proceedings provided for in Book XX of the Economic Law Code, or is dissolved;
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  - a significant change in the ownership or control of the Client occurs.

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XV. Confidentiality obligation – rejection ban

1. The parties will exchange and learn information useful for the proper execution of this Agreement and their cooperation. The parties will only use the information they learn or discover through or in the context of the execution of this Agreement for the proper execution of this Agreement and the parties will not cause any damage to each other and will take the necessary steps (including with regard to their employees and affiliated companies) to prevent damage, both during the Agreement and cooperation and afterwards.
2. Information that is secret or confidential will be kept secret or confidential by the parties both during the Agreement and afterwards. At the request of the parties or at the end of the cooperation, the parties will destroy the information received and confirm to each other in writing its destruction.
3. It is also prohibited for the Principal to copy or distribute any data or software located in or on TransDirect's network or containing or referring to confidential information.
4. During the Agreement between the parties and until three years after its end, the parties, each other's personnel and contracting parties in the Benelux, France and Germany will not depreciate directly or indirectly, including on behalf of third parties.
5. During the Agreement between the parties and until three years after its end, the parties, each other's personnel and contracting parties in the Benelux, France and Germany will not depreciate directly or indirectly, including on behalf of third parties.
6. TransDirect and the Principal undertake to impose and enforce the same obligation of confidentiality and prohibition of rejection on all their employees and affiliated companies.

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XVI. Promotion

• TransDirect may refer to the cooperation with the Principal for promotional purposes, stating the identification details of the Principal.

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XVII. Varia

1. The possible invalidity or unenforceability of a provision of the general terms and conditions does not affect the validity or enforceability of the other provisions. An invalid or unenforceable provision (in whole or in part) shall be replaced by operation of law and automatically by a new, valid and enforceable provision that comes as close as possible to the purpose (incl. consequences) of the cooperation and the text of the original provision.
2. Only Belgian law shall apply and only the courts of the Kortrijk jurisdiction shall have jurisdiction.

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