General Terms and Conditions of One Union Solutions B.V.

Important Notice

The Client acknowledges that they have carefully read and fully understood these General Terms and Conditions. By entering into any agreement referencing these General Terms and Conditions, the Client confirms acceptance of all provisions herein. It is strongly advised to review this document in its entirety before entering into any agreement. In case of questions or uncertainties, the Client is encouraged to contact One Union Solutions B.V. for clarification.

1. Definitions

1. Client: The party entering into an agreement with the Logistics Service Provider.
2. General Terms and Conditions: Refers to this document, which sets out the terms applicable to all services provided by the Logistics Service Provider to a Client whether under an MBA or another agreement. These General Terms and Conditions may be amended, supplemented, or replaced from time to time, and the most current version shall apply.
3. Goods: Any items provided by the Client for Logistics Activities.
4. Incoterms: Refers to the International Commercial Terms as published by the International Chamber of Commerce (ICC), as amended, supplemented, or replaced from time to time. These terms define the responsibilities of buyers and sellers for the delivery of Goods under sales contracts and govern the interpretation of logistics activities when applicable.
5. Logistics Activities: Includes transport, storage, customs clearance, and other services specified in the agreement in order to get goods to a pre-determined destination.
6. Logistics Service Provider: Refers to One Union Solutions B.V. with its address at Emrikweg 29A, 2031BT Haarlem and registered in the Dutch trade register of the Chamber of Commerce under number 85402478.
7. MBA (Master Business Agreement): Refers to the overarching agreement that governs the relationship between the Logistics Service Provider and the Client, outlining the specific Logistics Activities.
8. Parties: Refers to the Logistics Service Provider and the Client collectively.

2. Applicability

1. Scope. These General Terms and Conditions apply to all services provided by the Logistics Service Provider to a Client under an agreement, whether under an MBA or another agreement (hereafter referred to as “agreement”). These General Terms and Conditions also apply to all quotes, offers, invoices, and any other documents issued by the Logistics Service Provider, irrespective of whether a formal agreement has been concluded.
2. Incoterms. Relevant Incoterms, as agreed upon between the Client and the Logistics Service Provider, shall govern the delivery and logistics activities and in any case, apply to Logistics Activities involving Importer of Record (IOR) or Delivered Duty Paid (DPP) Service, unless explicitly agreed otherwise in writing.
3. Exclusion of Client’s terms. The applicability of any general terms and conditions of the Client is explicitly excluded, even if the Client refers to its own terms and conditions in its communications, purchase orders, or any other documents. Deviations from this exclusion are valid only if expressly agreed upon in writing by the Logistics Service Provider.
4. Absence of specific provisions. In the event that any aspect of the agreement, the MBA, or these General Terms and Conditions is not explicitly addressed, the Parties agree to resolve such omissions by mutual agreement. Any supplementary provisions shall be consistent with the objectives and principles of the Convention on the Contract for the International Carriage of Goods by Road (CMR) and the Dutch Forwarding Conditions (Fenex), as applicable. Such supplementary provisions shall be deemed to be part of and form an integral whole with the agreement.
5. Alignment with industry standards. In the absence of explicit provisions, the Parties shall act in good faith and adopt terms that align with prevailing industry practices, ensuring fairness and adherence to the principles of logistics and transport law.
6. Hierarchy. Hierarchy of the several applicable terms and conditions is determined Article 17 concerning the Hierarchy of Terms.
7. Deviations. Deviations from these General Terms and Conditions are only valid if agreed upon in writing by both parties.

3. Pricing and payment terms

1. Invoicing. Clients will receive an invoice after the completion of the services or on the dates specified in the agreement.
2. Payment deadline. Payments must be made within the term specified on the invoice. Failure to comply with the payment deadline may result in a penalty of 10% of the outstanding amount, in addition to any applicable interest or costs incurred in collecting the overdue payment.
3. Late payment consequences
   1. The Logistics Service Provider reserves the right to suspend ongoing or future services until full payment of the outstanding amount, including the penalty, is received.
   2. The Logistics Service Provider may take legal or collection actions to recover the outstanding amounts, with all associated costs (including judicial and extrajudicial costs) being charged to the Client.
4. Currency of payment. Payments can only be made in EUR, USD or unless explicitly agreed otherwise in writing between the Parties.
5. Final quote and adjustments
   1. The Client is required to pay the amount specified in the final quote before any services are rendered, unless explicitly agreed otherwise in writing.
   2. All amounts payable must reflect the full total specified in the final quote. Any amounts deducted or withheld, such as taxes, levies, tariffs, licenses, or other charges imposed by third parties or authorities, must be supplemented by the Client to ensure the Logistics Service Provider receives the total agreed amount.
6. Obligation to report changes. If, after the issuance of a final quote but before the commencement of the logistics services, there are any changes that could impact the agreed services, the Client must notify the Logistics Service Provider as soon as possible and in writing. The Logistics Service Provider reserves the right to adjust the scope of services, timeline, and pricing accordingly.

4. Additional requests after commencement of services

1. Additional requests. Once the logistics services have commenced, the Client may not submit additional requests related to the transport, such as the provision of additional import documentation, adjustments to compliance requirements, or changes in transport specifications.
2. Facilitation of additional requests. If, despite the prohibition in Article 4 paragraph a, the Client submits an additional request, the Logistics Service Provider may, at its sole discretion, choose to facilitate such a request under the following conditions:
   1. The Logistics Service Provider provides prior written confirmation agreeing to facilitate the request; and
   2. The Client agrees to pay all additional fees, charges, or costs associated with fulfilling the request, including administrative fees, labour costs, and third-party expenses.
3. Liability for delays. The Logistics Service Provider shall not be held liable for any delays, disruptions, or additional costs arising from the Client’s submission of additional requests after the commencement of services.
4. Advance notification. The Client is encouraged to communicate all necessary documentation, compliance requirements, and specific transport needs to the Logistics Service Provider before the commencement of services to avoid complications or additional costs.

5. Client representations, warranties and obligations

1. Age and capacity. The Client confirms that they are at least 18 years old and legally competent to enter into this agreement.
2. Authorized representative. If the Client is acting on behalf of a legal entity, they confirm that they are the duly authorized representative of said entity and have the legal authority to bind the entity to this agreement.
3. Appropriate conduct. The Client agrees to:
   1. Refrain from inappropriate, abusive, or unlawful behaviour in their collaboration with the Logistics Service Provider; and
   2. Use any platforms, systems, or websites operated by the Logistics Service Provider in a lawful and professional manner.
4. Compliance with laws and regulations. The Client agrees to comply with all applicable laws, regulations, and industry standards, including but not limited to:
   1. The provision of accurate and lawful information and documentation related to the Goods and services;
5. Indemnity for misrepresentation or non-compliance. The Client acknowledges that any breach of these representations and warranties may result in immediate termination of the agreement and shall indemnify and hold the Logistics Service Provider harmless from any damages, losses, or liabilities arising from such breach.
6. Provision of accurate information. The Client shall provide accurate, complete, and timely information, instructions, and documentation necessary for the performance of the Logistics Activities.
7. Proper packaging. The Client is responsible for ensuring that the Goods are properly packaged, labelled, and comply with all applicable laws and regulations.
8. Compliance with laws. The Client guarantees that all Goods and activities under this agreement comply with applicable laws, regulations, and standards, including but not limited to customs, tax, safety, and environmental laws.
9. Payment of costs and fees: The Client shall:
   1. Pay all agreed fees, taxes, duties, and other costs associated with the services provided by the Logistics Service Provider in accordance with the terms of this agreement.
   2. Promptly reimburse the Logistics Service Provider for any costs incurred due to the Client’s non-compliance or delays.
10. Responsibility for customs and documentation. The Client is responsible for:
    1. Providing all necessary customs documentation; and
    2. Accurately following all instructions provided by the Logistics Service Provider concerning documentation and shipment labeling.
    3. The Logistics Service Provider shall not be liable for any delays, penalties, or other issues arising from the Client’s failure to provide complete and accurate customs documentation, failure to adhere precisely to instructions given, or any errors, inaccuracies, or mislabeling caused by the Client.
11. Retrieval of goods. Upon termination of the agreement, the Client must retrieve all Goods held by the Logistics Service Provider within the specified timeframe. Failure to do so may result in additional storage costs or disposal of Goods at the Client’s expense.
12. Consequences of non-Compliance. Failure by the Client to fulfil these representations, warranties, or obligations may result in:
    1. Suspension of services by the Logistics Service Provider;
    2. Termination of the agreement in accordance with Article 13;
    3. Liability for any resulting damages, costs, or penalties incurred for the Logistics Service Provider.

6. Obligations of the Logistics Service Provider

1. Performance of services. The Logistics Service Provider shall perform the agreed Logistics Activities with reasonable care, skill, including transport, customs, and safety standards.
2. Appropriate handling and storage. The Logistics Service Provider shall handle and store the Goods appropriately to maintain their condition, unless otherwise explicitly agreed with the Client.
3. Engagement of subcontractors or auxiliary persons. The Logistics Service Provider reserves the right to engage subcontractors or auxiliary persons to fulfill its obligations under this agreement. The Logistics Service Provider remains responsible for the performance of such parties within the scope of the agreement.
4. Notification of issues. The Logistics Service Provider shall promptly notify the Client of any issues that may arise during the performance of the Logistics Activities, including but not limited to delays, damages, or any circumstances that could affect the timely and proper delivery of the Goods.
5. Confidentiality. The Logistics Service Provider shall maintain the confidentiality of all sensitive or proprietary information provided by the Client, except where disclosure is required by law, or requested by a regulator or a competent court, or is necessary for the performance of the Logistics Activities.
6. Insurance of liabilities. The Logistics Service Provider shall maintain appropriate insurance coverage for its liabilities under this agreement.
7. Provision of documentation. The Logistics Service Provider shall supply all relevant transport documents and records necessary for the performance of Logistics Activities, including but not limited to CMRs and Proof of Deliveries (PODs). The Customer must explicitly request import documentation, export documentation, clearance receipts, and Air Waybills (AWB) before the quotation is approved. The Logistics Service Provider reserves the right to reject any such requests submitted after quotation approval.
8. Access to goods. The Logistics Service Provider shall allow the Client reasonable access to inspect the Goods during storage or handling, provided the Client gives prior notice and complies with any safety or operational guidelines.

7. Inspection and Complaints

1. Obligation to inspect goods. Upon receipt of the Goods, the Client is required to immediately inspect the Goods for any visible damage, defects, or discrepancies.
2. Photographic evidence. The Client shall document the condition of the Goods at the time of receipt by taking clear and dated photographs that show any potential damage or issues. These photographs will serve as evidence in the event of a complaint.
3. Submission of complaints. Complaints regarding the condition of the Goods must:
   1. Be submitted in writing to the Logistics Service Provider within seven (7) calendar days of receipt; and
   2. Include detailed descriptions of the issues, supported by photographic evidence as required under Article 7 paragraph b.
4. Non-compliance with complaint requirements. Complaints that are submitted without the required photographic evidence or that fail to comply with the conditions set forth in this article shall be deemed inadmissible and will not be processed further.
5. Final acceptance. If no complaint is submitted within the specified timeframe of seven (7) calendar days and in accordance with this article, the Goods shall be deemed to have been delivered in good condition and accepted by the Client.

8. Insurance

1. Mandatory standard insurance. The Logistics Service Provider automatically applies standard insurance coverage under the Fenex Conditions to all shipments, unless the Client independently arranges alternative insurance coverage with The Logistics Service Provider. Fenex insurance covers fundamental transportation risks, including damage or loss of Goods during transport, subject to specific terms, conditions, and limits outlined in the Fenex Conditions. The cost of this standard insurance is included in the agreed service fees unless otherwise explicitly agreed in writing. The Client may request a copy of the Fenex Conditions from the Logistics Service Provider at any time for complete details on coverage, limits, and exclusions.
2. Optional additional insurance. The Client has the option to purchase additional insurance coverage through the Logistics Service Provider for extended protection against risks not covered under the standard insurance policy, including higher liability limits or specific risk coverage. Such additional insurance will be provided at an agreed additional cost.
3. Applicability of insurance terms and conditions. When the Client arranges insurance, whether standard or additional, the terms and conditions of the relevant insurance policy shall apply. The Client acknowledges that they are bound by these insurance terms and conditions, which govern the scope, exclusions, and limitations of the coverage.
4. Timing of insurance arrangement. Additional insurance must, in principle, be arranged before the commencement of the logistics services. If the Client requests additional insurance after the services have commenced, the Logistics Service Provider reserves the right to assess the request and may arrange the additional coverage only upon the Client’s agreement to pay any additional administrative fees, premiums, or charges incurred as a result.
5. Limitations of liability without insurance. In the event the Client chooses not to arrange additional insurance, any risks or damages exceeding the limits of the standard insurance policy shall remain entirely the responsibility of the Client.

9. Security and Retention Rights

1. Right of retention. The Logistics Service Provider has the right to retain Goods in its possession until all outstanding payments due by the Client under the agreement have been settled in full.
2. Right of pledge. A right of pledge may be established on the Goods for claims arising from the agreement, including but not limited to transport costs, storage fees, and administrative expenses. The Client hereby grants prior approval for the establishment of such a right of pledge on the Goods held by the Logistics Service Provider, provided that such approval does not conflict with existing agreements between the Client and third parties.
3. Exercise of retention rights. If the Client fails to settle outstanding payments within the agreed period, the Logistics Service Provider may, after providing prior written notice to the Client, enforce its retention rights over the Goods. This includes the right to sell or otherwise dispose of the Goods in accordance with applicable laws. Any additional costs, including fees incurred through engagement of a debt collection agency (incasso bureau), shall be the responsibility of the Client.
4. Responsibility for costs. All costs incurred by the Logistics Service Provider in connection with the exercise of retention or pledge rights, including storage, legal, and administrative expenses, shall be borne by the Client.

10. Force Majeure

1. Definition. Force majeure refers to any circumstances beyond the reasonable control of the Logistics Service Provider, including but not limited to natural disasters, acts of war, terrorism, government actions, strikes, labour disputes, cyberattacks, pandemics, or any other events that render the performance of the agreement impossible or impracticable.
2. Consequences of force majeure. In the event of force majeure:
   1. The Logistics Service Provider is not liable for any failure or delay in performing its obligations under the agreement.
   2. The Logistics Service Provider shall inform the Client as soon as reasonably possible of the force majeure event and its expected impact on the performance of the agreement.
   3. The obligations of both Parties will be suspended for the duration of the force majeure event.
3. Termination due to extended force majeure. If the force majeure event persists for more than 90 days, either Party may terminate the agreement with immediate effect by providing written notice to the other Party. Neither Party shall be liable for any damages resulting from such termination.

11. Indemnification

1. Client’s indemnification obligation. The Client agrees to indemnify, defend, and hold harmless the Logistics Service Provider, its employees, agents, subcontractors or auxiliary persons, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
   1. Damage to Goods resulting from the Client’s failure to provide accurate or complete information, instructions, or proper packaging;
   2. Third-party claims resulting from the Goods or their transport, including claims related to product liability, intellectual property rights, or compliance with applicable laws and regulations;
   3. Any actions or omissions by the Client that directly or indirectly lead to damages during the performance of the services.
2. Exclusion of liability for the logistics service provider. The Logistics Service Provider shall not be held liable for any damage or loss caused to the Goods, the Client, or third parties if such damage or loss arises from:
   1. Circumstances outside the control of the Logistics Service Provider, including force majeure (as defined in Article 10);
   2. Faulty or insufficient instructions, documents, or materials provided by the Client;
   3. The inherent nature or characteristics of the Goods, such as perishability, fragility, or special handling requirements not communicated in writing to the Logistics Service Provider.
3. Third-party claims. If any third party brings a claim against the Logistics Service Provider related to the Goods or the services performed under this agreement, the Client shall indemnify and hold harmless the Logistics Service Provider for any resulting damages, liabilities, or costs, including those arising from legal proceedings or settlements.
4. Notification of claims. The Logistics Service Provider shall promptly notify the Client of any third-party claim or damage for which indemnification is sought, allowing the Client to participate in the defence or settlement of such claims at its own expense.

12. Liability

1. Limitation of liability. The Logistics Service Provider’s liability is strictly limited to direct damages resulting from its gross negligence or willful misconduct. In no event shall the Logistics Service Provider be liable for indirect, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, or business interruption.
2. Maximum liability. The maximum liability of the Logistics Service Provider under this agreement shall not exceed the amount covered and paid out under its applicable insurance policy for the specific claim. If no such insurance payment is made, the liability of the Logistics Service Provider shall be limited to an amount equivalent to the fees paid by the Client for the services directly related to the claim, up to a maximum of EUR 100,000.
3. Exclusions from liability. The Logistics Service Provider shall not be held liable for any damage or loss arising from:
   1. The inherent nature or characteristics of the Goods, including but not limited to perishability, fragility, or hazardous properties;
   2. Insufficient or incorrect information, instructions, or documentation provided by the Client;
   3. Circumstances outside the Logistics Service Provider’s control, including but not limited to force majeure events as defined in Article 11.
4. Insurance coverage. The Logistics Service Provider undertakes to maintain appropriate insurance coverage for its liabilities under this agreement. The Client acknowledges that the Logistics Service Provider’s liability is limited to the coverage provided under its insurance policy.

13. Termination

1. Termination by the Logistics Service Provider. The Logistics Service Provider may terminate the overarching agreement with immediate effect, in whole or in part, in the following circumstances:
   1. The Client persistently fails to fulfil its obligations under this agreement, including but not limited to payment obligations or compliance with provided instructions.
   2. The Client becomes insolvent, is declared bankrupt, applies for suspension of payment, ceases its business operations, or is otherwise unable to meet its obligations under the agreement.
   3. The Client acts in violation of applicable laws or regulations that directly or indirectly affect the performance of the agreement or the reputation of the Logistics Service Provider.
   4. The Client engages in activities that are in breach of the Logistics Service Provider’s materially important internal business policies or ethics guidelines, provided such policies or guidelines have been reasonably communicated to the Client.
2. Termination by the Client. The Client may terminate the agreement, in whole or in part, with immediate effect if the Logistics Service Provider persistently fails to fulfill its obligations under this agreement after being provided with written notice and a reasonable cure period of no less than 30 days.
3. No early termination after commencement of services. Once the Logistics Activities have commenced, neither party may terminate, stop, or cancel the assignment before its completion, except in cases of force majeure (as defined in Article 11) or mutual agreement in writing. Any unilateral attempt by the Client to stop or cancel the assignment will result in full liability for all costs, including but not limited to incurred service fees, administrative costs, and any damages arising from the early termination.
4. Cancellation prior to commencement of services. Either party may cancel the assignment before the commencement of the services. However:
   1. If the Logistics Service Provider has reasonably incurred costs in preparation for the execution of the assignment, these costs must be reimbursed by the Client.
   2. The Logistics Service Provider must provide the Client with an itemized statement of the preparatory costs incurred upon request.
   3. The Client’s obligation to reimburse preparatory costs does not apply if the cancellation is due to a breach of agreement by the Logistics Service Provider.
5. Consequences of termination. Upon termination of the agreement:
   1. The Client remains responsible for settling all outstanding payments, including any amounts related to services rendered up to the termination date.
   2. The Client must retrieve all Goods held by the Logistics Service Provider no later than the final working day of the agreement. Failure to do so may result in additional storage fees or disposal of Goods at the Client’s expense.
   3. Any costs incurred due to termination, including transport, storage, or administrative fees, will be borne by the Client unless termination is due to the fault of the Logistics Service Provider.
6. Survival of terms. Termination of the agreement shall not affect the validity of any provisions that, by their nature, are intended to survive termination, including but not limited to liability, confidentiality, and payment obligations.

14. Non-solicitation and confidentiality of partners

1. Prohibition on contacting partners. The Client agrees not to directly or indirectly contact, solicit, or engage with any business partners, subcontractors, auxiliary persons, or service providers of the Logistics Service Provider without the prior written consent of the Logistics Service Provider.
2. Confidentiality of partner information. The Client agrees to treat all information related to the Logistics Service Provider’s partners, subcontractors, auxiliary persons, and service providers as strictly confidential. The Logistics Service Provider will not share detailed information about its partners, subcontractors, auxiliary persons, or service providers with the Client unless:
   1. Such sharing is explicitly agreed upon in writing between the Parties; or
   2. It is strictly necessary for the performance of the agreement.

   The Client shall not disclose such information to any third party or use it for purposes other than those necessary for the performance of the agreement, unless otherwise explicitly agreed upon in writing by the Parties.

3. Scope of prohibition. This prohibition applies specifically to actions or communications that could:
   1. Compete with the Logistics Service Provider’s business interests;
   2. Undermine the Logistics Service Provider’s relationships with its partners; or
   3. Circumvent the Logistics Service Provider’s role in providing the agreed services.

   General industry-related communication or incidental contact that does not meet the above conditions shall not be considered a breach of this provision.

4. Duration of prohibition. The non-solicitation and confidentiality obligations shall remain in effect for the duration of the agreement between the Parties and for a period of 24 months following its termination, unless otherwise agreed in writing.
5. Exceptions. The Client may share partner details or engage with the Logistics Service Provider’s partners only in the following circumstances:
   1. When such engagement is explicitly necessary for the performance of the agreement;
   2. When explicit prior written consent has been obtained from the Logistics Service Provider.

   Any engagement under these exceptions must be limited to the scope necessary for compliance or the agreed purpose.

6. Consequences of breach. In the event of a breach of this provision, the Client agrees to compensate the Logistics Service Provider for all direct and indirect damages, including but not limited to:
   1. Loss of business opportunities;
   2. Reputational harm; and
   3. Legal fees incurred as a result of the breach.

   Furthermore, the Logistics Service Provider reserves the right to seek injunctive relief to prevent further breaches, in addition to any other remedies available under the agreement or applicable law.

15. Privacy and data protection

1. Compliance with applicable laws. The Logistics Service Provider processes personal data in accordance with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and other relevant local legislation.
2. Privacy policy. Details regarding how personal data is collected, used, stored, and shared are outlined in the Logistics Service Provider’s Privacy Policy, which is available at https://oneunionsolutions.com/privacy-policy/. By entering into this agreement, the Client acknowledges having read and understood the Privacy Policy.
3. Client’s responsibility. The Client agrees to ensure that any personal data provided to the Logistics Service Provider is accurate, up-to-date, and processed in compliance with applicable data protection laws.
4. Data subject rights. The Client and its representatives may exercise their rights under applicable data protection laws, including the right to access, rectify, or delete their personal data, by contacting the Logistics Service Provider at the contact details provided in the Privacy Policy.
5. Amendments to the privacy policy. The Privacy Policy may be updated from time to time, and the most recent version available on the website shall apply.

16. Hierarchy of Terms

1. Order of Precedence. In the event of any conflict or inconsistency between the provisions of the agreement, these General Terms and Conditions, insurance terms, Incoterms, and any other applicable terms, the following order of precedence shall apply:
   1. The terms and conditions of the insurance policy, as stated in Article 9 paragraph c, shall prevail over all other terms and conditions to the extent that the conflict pertains to insurance coverage, scope, exclusions, or limitations.
   2. The provisions of the agreement (e.g., MBA) shall take precedence over these General Terms and Conditions.
   3. These General Terms and Conditions shall take precedence over any applicable Incoterms, unless explicitly agreed otherwise in writing.
   4. Any other terms, conditions, or agreements, including the Client’s own terms and conditions, are expressly excluded unless agreed upon in writing. If agreed upon, such terms shall rank below these General Terms and Conditions, except in cases where a Master Business Agreement (MBA) containing different terms or agreements has been signed. In such cases, the terms outlined in the MBA shall prevail.
2. Specifics. Where specific terms are agreed upon in writing between the Parties and conflict with any of the documents mentioned above, such specific terms shall prevail to the extent of the conflict.

17. Miscellaneous

1. Entire Agreement. These General Terms and Conditions, together with the agreement and any referenced documents, constitute the entire agreement between the Parties and supersede all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter hereof, except where a Master Business Agreement (MBA) containing different terms or conditions has been signed. In such cases, the terms specified in the MBA shall prevail.
2. Notification of amendments. The Logistics Service Provider reserves the right to amend, supplement, or replace these General Terms and Conditions. In the event of any such amendments, the Client will be notified in writing, including via email or other agreed communication channels, at least 15 calendar days before the changes take effect.
3. Client’s right to object. If the Client does not agree with the proposed amendments, they must notify the Logistics Service Provider in writing within 14 calendar days of receiving the notification. Failure to object within this period will constitute acceptance of the revised terms.
4. Effect on existing agreements. Amendments to the General Terms and Conditions will not retroactively affect services already performed or agreements already concluded, unless explicitly stated otherwise in the notification.
5. Access to updated terms. The most recent version of the General Terms and Conditions will always be available on the Logistics Service Provider’s website or provided to the Client upon request.
6. Amendments to the agreement. Any amendments to the agreement or supplementary provisions must be made in writing and signed by authorized representatives of both Parties.
7. Severability. If any provision of these General Terms and Conditions or the agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that reflects the original intent of the Parties as closely as possible.
8. Waiver. The failure of either Party to enforce any provision of these General Terms and Conditions or the agreement shall not be construed as a waiver of that provision or any other provision, nor shall it affect the validity of these General Terms and Conditions or the agreement.
9. Language. These General Terms and Conditions are drawn up in English. If they are translated into another language, the English version shall prevail in case of discrepancies.

18. Governing law and jurisdiction

1. Governing Law. These General Terms and Conditions, the agreement, and any related agreements are exclusively governed by the laws of The Netherlands.
2. Jurisdiction. Any disputes arising out of or in connection with these General Terms and Conditions, the agreement, or the services provided by the Logistics Service Provider, including disputes concerning their existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, The Netherlands.
3. Mandatory provisions. If any mandatory legal provisions in a relevant jurisdiction override any part of these General Terms and Conditions or the agreement, the remainder of the terms shall remain valid and enforceable, and the affected provision shall be interpreted in a manner consistent with applicable law.