FORWARDING SERVICES

CONTRACT №

Limited Liability Company “TSL” (“TSL” LLC), hereinafter referred to as “the Forwarding Agent” represented by General Director Mr. VERSHINKIN ALEXEY YURYEVICH, acting on the basis of the Articles of Association, on the one part, and Limited Liability Company “_________” hereinafter referred to as “the Client” represented by General Director ___________ acting on the basis of the Articles of Association, on the other part, each and all called as “The Party” and “The Parties” made the Contract as follows:

1. The Subject of the Contract.

1.1. The Client entrusts and the Forwarding agent undertakes to render the services of the organization of the freights international shipping and forwarding on conditions stipulated by the present Contract and its Supplements which are the integral part of this Contract.

1.2 The Forwarding Agent performs the forwarding and organization of international shipping of the Client’s freights pursuant to the Rules of Freights International Shipping, specified in the Convention of the Agreement of Freights International Road Transportation, the Customs Convention of Freights International Transportation with the Use of Carnet-TIR, the European Agreement of Road Transportation of Hazardous Freights, and also in accordance with article 41 of the Russian Federation Civil Code, Federal Law “Of Forwarding Services” № 87-Federal Law of 30.06.2003, The Russian Federation Government Decree № 554 “Of Forwarding Services Regulations Approval” of 08.09.2006.

2. The Rights and the Obligations of the Parties

2.1 The Rights and the Obligations of the Forwarding Agent:

2.1.1 The Forwarding Agent undertakes to execute in good faith on behalf of the Client the assumed assignment of organization of the Client’s frights shipment and forwarding, pursuant to the Shipping Request (see Supplement № 1)

2.1.2 The Forwarding Agent is obliged:
- to assume responsibility for the safety of the freight under the present Contract, during its shipment;
- to provide the freight’s shipment and receipt;
- to organize the execution and the receipt of the documents necessary for the fright’s shipping;
- to assume responsibility for the safety of the freight under the present Contract, during its shipment;
- to deliver the freight entrusted to him to its destination point and to pass it over to the person authorized to receive it.
- to provide for the Client the information of the performance of obligations under the present Contract.

2.1.3 The Forwarding Agent is authorized to involve third parties into the performance of its obligations under the present Contract, in doing so the Forwarding Agent is responsible for their activity or inactivity as if for its own actions.

2.1.4 The Forwarding Agent is obliged to conclude in its name the Contracts of the Client’s frights transportation with the organization having a license for this type of activity, on the most favorable for the Client conditions, guaranteeing the fact that this organization has full and lawful authority to perform freights international shipment. The payment for the freights shipment must not exceed the sum agreed by the Parties (see Supplement № _______ to the present Contract).

2.1.5 The Forwarding Agent presents for payment the bills for its services in accordance with the present Contract, for every shipment.

2.1.6 The Forwarding Agent must inform the Client of any delays of freights delivery, and also of any cases of freights non-conservation, loss, sealing damage etc. providing all the necessary confirming acts and documents.

2.1.7 In the case of official powers’ activities connected with the shipped freight inspection of the Client, which lead to the Forwarding Agent’s transport boarder apprehension or its apprehension in the process of shipment, all the expenses of the Forwarding Agent linked with it are paid by the Client.
If in the course of the above-mentioned inspections by the customs, veterinary, sanitary and other services the freight specimens withdrawal is performed, and according to international practice a relevant record is done in shipping documents, the Forwarding Agent is entirely released from the responsibility of indemnification of the withdrawn specimens cost to the Client.

2.2 The Rights and the Liabilities of the Client

2.2.1 The Client undertakes to issue to the Forwarding Agent on his demand a Power of Attorney for the performance of the actions caused by the subject of the present Contract.

2.2.2 The Client undertakes to place Shipment Requests promptly, and in doing so, to guarantee that the information provided in the Shipment Request is reliable.

2.2.3 The Client undertakes during the term of the Contract to provide for the Forwarding Agent the fright to be shipped by the routes and on conditions fixed in the shipment request.

2.2.4 The Client undertakes at his expense and by his efforts or by the efforts of the freight shipper or receiver accordingly, to ensure freight handling in full conformity with the attached to the freight shipping documentation, as well as in conformity with technical requirements and conditions of the freight shipment specified in the Shipment Request placed by the Forwarding Agent.

2.2.5 The Client undertakes to settle the Forwarding Agent’s bills for the services rendered.

2.2.6 In the event that the Client is not the freight shipper/receiver, the Client holds responsibility before the Forwarding Agent for the activity or inactivity of the freight shipper and/or receiver accordingly, as if for its own actions.

3. Settlement Procedure

3.1 The settlement, subject to the terms of this Contract, is effected on the basis of the shipment request. The sum specified in the shipment request cannot be lessened by the Client unilaterally on authority of the freighter’s country applicable legislation or on authority of the freight payer; that means the sum specified in the shipment request must be paid in full. In this case every Party to the Contract which signed the shipment request independently bears responsibility for the payment of all official taxes and charges in virtue of the legislation of its country.

3.2 The Client undertakes to pay the services of the Forwarding Agent, including extra expenses, on the basis of the originals of bills of the Forwarding Agent, by payment on account, within five banking days as from the date of the freight’s arrival to the Client or to any freight receiver determined by the Client, for the sake of the customs clearance and unloading, by way of transferring of relevant monetary sums to the Forwarding Agent’s bank account.

3.3. The Forwarding Agent’s remuneration for the rendered forwarding services is the margin (difference) between the sum of money transferred by the Client to the settlement account of the Forwarding Agent and the sum of money transferred by the Forwarding Agent to subcontractors (shippers/transport organizations). In virtue of chapter 26.2 of the Russian Federation Tax Code, the Forwarding Agent is not the payer of value added tax.

3.4 All bank expenses connected with money transfer to the settlement account of the Forwarding Agent are charged from the Client.

4. The Liability of the Parties

4.1 The Client and the Forwarding Agent bear responsibility for default or improper performance of the obligations accepted under the present Contract, in virtue of the norms of Convention of the Agreement of Freights International Road Transportation, the Customs Convention of Freights International Transportation with the Use of Carnet-TIR, the Russian Federation Civil Code and the Russian Federation Road Transport Regulations.
In the event that instead of the afore-said rules (Regulations, Conventions, Codes, Rules, Norms) new ones will be adopted, the Contractor will be responsible for the default or improper performance of its obligations in the cases not stipulated by the present Contract, in accordance with the newly-adopted Regulations, Laws, and Rules.

4.2 The Client bears responsibility for the payment of all the customs duties and charges with regard to the freights accepted for transportation by the Forwarding Agent, and also for the reliability of the information given in the documentation provided to the Forwarding Agent for shipment performance.

4.3 In the event of the Client’s default on obligations of settlement of the bills for the freight or the supernormal automobiles downtimes, the Forwarding Agent is entitled to suspend the delivery (issue) of the freight till the payment in full is done; in this case the Client must also pay for the downtime of the automobile detained by the Forwarding Agent. The possibility of such a decision must be announced to the Client by the Forwarding Agent in the written form no less than 3 days in advance.

4.4 In the case of the vehicle’s breakdown or accident, confirmed in the written form, or of the driver’s sudden illness, the Forwarding Agent does not bear responsibility for the temporary delay which is normally required for the vehicle’s change or the driver’s substitution. The time of the vehicle’s change is determined according to the reasonable terms necessary for the change, but it must not exceed 3 days.

4.5 The Forwarding Agent is responsible to the Client to the same extent as the shipper is responsible to the Forwarding Agent.

4.6 All the controversies which arose or may arise in the future in connection with the performance of obligations under the present Contract are to be settled in the Arbitration Tribunal under Moscow Entrepreneurs Association pursuant to its rules. The Arbitration Tribunal’s judgment is to be considered final.

4.7 In the case of failure to provide the vehicles for the freights shipment within 2 days as form the day specified in the Shipment Request (see Supplement № _____ to the present Contract), the Contractor is to pay to the Client a fine in the amount of 100 Euro for every day of non-provision of a vehicle, as from the third day from the date specified in the Shipment Request. The total sum of such fines cannot exceed 500 Euros.

4.8 In the event of non-use of the provided vehicles the Client must pay to the Contractor a sum of 500 Euros.

4.9 The Contractor bears responsibility for the loss, shortage and damage of the Freight, which took place after its acceptance for transportation at the departure point and before the signing of Freight Acceptance Certificate at the destination point.

4.10 In the event of the Client’s exceeding of the time limit of the Contractor’s expenses and remuneration payment, the Client must pay to the Contractor a penalty in the amount of 1% of the overdue amount of the indebtedness for every day of every overdue date.

4.11 The damage inflicted in the process of the freight transportation must be compensated by the Contractor in the following amount:
- in the case of the freight loss or shortage – in the amount of the lost or missing freight cost;
- in the case of the freight damage – in the amount for which the freight’s cost lessened, and in case of impossibility of the damaged freight restoration – in the amount of its cost.

4.12 The Parties agree that the normative period of a vehicle’s delay is:
- in the territory of a foreign country – 24 hours,
- in the territory of the Russian Federation – 48 hours.
The Client undertakes to pay for the supernormal downtime at the rate of 100 Euros/tent and 150 Euros\refrigerator per day during the first two days (48 hours) of the supernormal downtime. In the event of a vehicle’s delay for the time exceeding 96 hours as from the time of the vehicle’s arrival at the address indicated by the Client, the cost of the downtime must be calculated at the rate of 150 Euros/tent and 200 Euros/refrigerator a day.
The downtime during days-off and holidays is not paid by the Client, with the exception of the cases if in accordance with the Freight Request an automobile for freight loading/unloading arrived before 10.00 by local time of the day preceding a day-off (a holiday).

5. Force Majeure Circumstances.

5.1 The Parties are released from responsibility for the failure to perform or improper performance of the obligations under the present Contract, if such failure to perform or improper performance were a result of the Force Majeure circumstances.

5.2 The occurrence of a Force Majeure case or the circumstances of impossibility of complete or partial performance by any of the Parties of their liabilities under the present Contract and its Supplements, that is: in case of the change of the applicable legislation, during hostilities, strikes, disorders, fires, earthquakes and other natural disasters, and also in the occurrence of other circumstances beyond the control of the Parties, suspends the time of the performance of the obligations under this Contract and its Supplements in proportion to the time of duration of the above-mentioned Force Majeure circumstances.

5.3 The Party which is under the action of force majeure circumstances must immediately inform the other Party about the force majeure circumstances occurrence and about the expected time of their duration.

5.4 The fact of the force majeure circumstances occurrence must be confirmed by a relevant Act of a competent authority.

6. Contract Period

6.1 The present Contract is effective as from the date of its signature and is valid till the 31st of December 2009. If one of the Parties 30 days before the Contract’s expiration date does not inform the other Party in the written form about its intention to dissolve this Contract, its duration will be automatically extended for every next calendar year.

7. Other Terms and Conditions

7.1 The present Contract is executed in the Russian language in two copies of equal legal force – one copy for every Party. All modifications and amendments of the present Contract are effective only if done in the written form and signed by the duly authorized Parties’ representatives.

7.2 In the cases not specified by the present Contract, the Parties must follow the norms of the Convention of the Agreement of Freights International Road Transportation, the Customs Convention of Freights International Transportation with the Use of Carnet-TIR, the applicable legislation of the Russian Federation, and the international law.

7.3 The terms and conditions specified by the Shipment Request have unconditional priority over those of the present Contract.

8. The Parties’ Addresses and Bank Details