Credit Application Terms and Conditions

These terms and conditions (these “Terms and Conditions”) are in consideration for the grant to the Applicant listed on the corresponding Credit Application (“Application”) for Credit with respect to freight or other charges in connection with services provided by DP World Logistics USA, Inc. and/or its Affiliates (each of which, as applicable is referred to herein as “DPW”), Applicant agrees as follows:

1. Invoicing; Payment. Payment is due within thirty (30) days of DPW’s invoice or unless otherwise agreed in a writing signed by DPW and Applicant. Payment shall be made in full when due without reduction, deferment or set-off for any claim or counterclaim whatsoever. Notwithstanding the foregoing, any duty outlay payments made by DPW on behalf of Applicant shall be made within seven (7) business days of receipt of the invoice by the Applicant.

2. Extended Credit Limit.  Applicant shall not exceed the Credit limit provided in the Credit Application without mutual written agreement by DPW.

3. Default. If Applicant should default on any payments, DPW shall have the right to charge a finance fee of 15% (or the highest rate allowed by law, if less) per each month, or part thereof, for any invoice that is past due. Applicant will not delay, withhold, or offset payments.

4. Change in Terms. Applicant agrees that DPW may alter the terms of or revoke the Application at its sole discretion and without notice. Without limiting this provision DPW reserves the right to revoke credit without notice where:

• a. Applicant allows its account to become more than thirty (30) days past due;
• b. There is no account activity in twelve (12) months; or
• c. There is an adverse change in Applicant’s circumstances affecting creditworthiness.

5. Attorney’s Fees. In the event DPW should commence any action(s), or otherwise seek to enforce this these Terms and Conditions against Applicant, Applicant agrees to pay reasonable attorney fees, court and other collection expenses incurred by DPW, whether or not suit is filed.

6. Representations and Warranties. Applicant certifies that all information provided in connection with this application is true and correct. Applicant hereby consents to DPW obtaining information about Applicant from credit reporting agencies and other sources DPW may deem appropriate in considering this application and subsequently for purposes of updates, renewals, or extensions of credit granted as a result of this application or in reviewing or collecting Applicant’s account. Applicant acknowledges that DPW reserves the sole discretion and right to decline, change, or revoke the terms of credit provided to Applicant at any time. Applicant acknowledges that it may be subject to separate duty charges for certain services provided by DPW.

7. Governing Law. Applicant agrees that all disputes shall be resolved in the courts serving New Castle County, Delaware and that these Terms and Conditions shall be construed and enforced in accordance with Delaware law. For any balances collected through collection action, Applicant will be responsible for all associated fees and expenses, including reasonable attorney fees and collection commissions incurred by DPW.

8. Credit Report. Applicant hereby authorizes DPW to obtain credit reports in connection with application for Credit. Applicant further hereby authorizes its bank to provide to DPW information concerning its line(s) of credit and accounts, and to act upon a copy of this Application as its written permission to do so. Applicant also hereby authorizes DPW to investigate all bank or trade references and to verify the information provided.

9. Affiliates. DPW agrees that any subsidiary, associated or Affiliate named by Applicant shall be entitled to participate in the credit privileges of Applicant, provided that Applicant agrees to be fully responsible for payment of any charges incurred by such Affiliates.

10. Joint & Several Liability. Applicant agrees that the shipper, consignee, holder of any applicable bills of lading, and owner of any applicable goods and their principals, shall be jointly and severally liable to DPW for the payment of all freight, demurrage, general average and other charges due DPW. DPW shall also have a lien on any goods in DPW’s possession or control for any charges payable to DPW under these Terms and Conditions and for all previously unsatisfied debts due to DPW by the shipper, consignee, or owner of the Goods.

11. Waiver. The waiver by either party of a breach of any provision of these Terms and Conditions by the other party shall not operate or be construed as a waiver of any subsequent breach by such party.

Definitions

1. “Affiliate” or “Affiliates” means an entity or entities that is/are directly, or indirectly through one or more intermediaries, that is/are owned or is controlled by, or is under common ownership or control with, DPW. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% or more of the voting shares of the entity.

2. “Credit” means the value program established for the Applicant pursuant to the terms of the corresponding Application.

3. “Goods” means includes the cargo and any container not supplied by or on behalf of DPW, in respect of which the DPW provides a service.