ONE QUOTE Terms & Conditions

1. Parties to this Service Contract (“Contract”)

a) “Carrier” means Ocean Network Express Pte. Ltd., acting in the United States by and through its general agent, Ocean Network Express (North America) Inc. Carrier may also be referred to in this Contract as “ONE.”

b) “Shipper” means each and every shipper and consignee identified in this Contract, including the shipper and/or consignee signing this Contract, any joint shipper, each affiliate and all members of Shippers’ Associations. The Shipper signing this Contract warrants that it has authority to bind each and every Shipper to the terms of this Contract. If any Shipper undergoes a change in its corporate structure or if a Shippers’ Association has a change in its membership, such Shipper shall notify ONE and provide the documentary confirmation required by law.

2. Applicable Tariff(s)

This Contract incorporates by reference ONE’s Rates and Rules FMC Tariffs: ONEY-010, ONEY-020, ONEY-030, ONEY-101, ONEY-202, and/or subsequent re-issues thereto or otherwise applicable tariff, which includes ONE’s bill of lading Tariff, available electronically at www.one-line.com, where the statement of essential terms shall also be available. With such incorporation, this is the full agreement between the parties and an exclusive statement of the terms of the Contract. In the event of any conflict between the terms and conditions of the above tariffs and those of this Contract, the latter shall control. Each party to this Contract warrants that it is not relying on any written or oral representations outside of the Contract by any other party. Any prior or contemporaneous oral or written matter is of no force or effect and may not be used to modify or interpret this Contract, which may only be amended by a writing signed by the parties. This Contract and any amendments are binding only when filed with the Federal Maritime Commission (“FMC”).

3. Contract Term

This Contract shall become effective on the date of the Booking Confirmation, or on the effective date set forth in the Rates Section of this Contract, whichever is later. This Contract shall expire when Carrier delivers the last container in the booking request or thirty (30) days from the date of the Booking Confirmation, whichever is earlier.

The date cargo is received by ONE or its agent or subcontractor determines whether a cargo movement is during the term of this Contract. Cargo is not deemed received until the full bill of lading quantity is received (as used in this Contract, “bill of lading” shall be construed to include any waybills).

4. Shipments Covered by this Contract

The Rates Section of this Contract specifies the applicable geographic scope, commodities, rates and minimum quantity commitment, including any sub-minimum quantity commitment (“MQC”). The shipment details—including origin, destination, and cargo description—as shown on the bill of lading issued by ONE conclusively determine whether cargo is within the geographic scope of this Contract, the applicable rates and charges, and whether cargo may be counted toward the MQC.

5. Calculation of Minimum Quantity Commitment

For calculating MQC of containerized shipments in this contract, the following formula shall determine forty-foot equivalent units (“FEUs”) for dry and/or refrigerated (“reefer”) cargo:

• - 20-foot container shall equal 0.5 FEU
• - 40-foot (8’6’) container shall equal 1.00 FEUs
• - 40-foot (9’6”) container shall equal 1.00 FEUs
• - 45-foot container shall equal 1.25 FEUs

If there is a reefer substitution, counting under this Contract shall be the size of the container originally requested.

6. Contract Rates and Charges

a) Unless otherwise provided herein, the quotation rate set forth in the Rates Section include only the base freight rate and main local surcharges. The quotation rate does not include non-manifested local surcharges.

b) All other applicable tariff charges, including surcharges, currency adjustment factors, bunker surcharges, arbitraries, origin and destination delivery charges, add-ons, and other additional charges in ONE’s Rates and Rule FMC Tariffs: ONEY-010, ONEY-020, ONEY-030, ONEY-101, ONEY-202, or subsequent re-issues thereto or otherwise applicable tariff shall apply.

c) The quotation rate does not include charges for additional services incurred or occurring after Shipper’s receipt of the Booking Confirmation including, without limitation, heavyweight surcharges, pick-up/drop-off charges, and container cleaning fees.

d) The base freight and rate section is only applicable to this specific booking placed by the shipper according to the condition specified in the booking including but not limited to vessels, routes, inland routes, equipment type, Commodity, Weight.

7. Demurrage and Detention

The rates set forth in the Rates Section do not include demurrage or detention. The applicable free time, demurrage, and detention for ONE QUOTE cargo are set forth in the Carrier’s detention and demurrage tariff, which can be found at: https://ecomm.one-line.com

8. Verification of Contract Carryings

a) Bills of lading covering shipments under this Contract shall note the number of this Contract. Shipper shall make this designation when the bill of lading is requested and issued. ONE may permit cargo covered by a bill of lading not so noted to count towards the MQC, if there is evidence of inadvertent error by Shipper.

b) For cargo to qualify for this Contract, the Shipper must appear on the bill of lading as shipper/exporter or consignee. If Shipper appears as notify party on the bill of lading and ONE, in its reasonable discretion, determines there is sufficient evidence that the cargo is owned by, consigned to, or moving for the direct account of Shipper, such cargo shall also qualify for this Contract.

9. Premium Cargo Service

If the Shipper has purchased a Premium Cargo Service, the Carrier is committed to provide the equipment and load and ship the Goods on the first ocean leg vessel as provided in the Booking Confirmation, subject to the conditions mentioned in the terms and conditions.

The Shipper who has purchased the Premium Cargo Service is committed to deliver the cargo to ONE as per the booking detail listed in the confirmed booking. In the event of a full booking cancellation, partial booking cancellation, or booking cancellation resulting from an amendment request, the Shipper shall pay the Carrier a fee (Booking Cancellation Fee "CCL") as per the conditions laid in Section 10 (a).

10. Booking Cancellation and Amendment Fees

The Shipper is to deliver the Goods for shipment by the Carrier before the cut-off time indicated in the Booking Confirmation.

If the Shipper requests a cancellation of the entire shipment (Full Cancellation), requests to reduce the number of containers in the shipment (Partial Cancellation), or requests to amend the booking after the Booking Confirmation has been received by the Shipper, then the Shipper shall pay Carrier a fee (“Booking Cancellation Fee”) as follows:

a) For Shippers has purchased a Premium Cargo Service

• I. If Shipper has purchased a Premium Cargo Service, the Booking Cancellation Fee for a full cancellation is the same as the total Premium Cargo Service fee provided in the Booking Receipt Acknowledgement.
• II. If Shipper has purchased a Premium Cargo Service, the Booking Cancellation Fee for a partial cancellation is the same as the Premium Cargo Service fee per container provided in the Booking Receipt Acknowledgement. In addition, partially cancelled bookings will be subject to repricing.
• III. If Shipper has purchased a Premium Cargo Service, requested amendments to the booking, including but not limited to the route, voyages, and equipment size/type, shall be subject to a Booking Cancellation Fee per container amended of 50% of the Premium Cargo Service fee per container provided in the Booking Receipt Acknowledgement. Amendments will result in a cancellation of the current booking including cancellation of the Premium Cargo Service, and are subject to repricing based on the changes made.
• IV. Cancellation and Amendment Fee Schedule: Fee with Premium Cargo Service Shipment

Seq	Scenario	Scenario Description	Before Booking Confirmation (BRN)		After Booking Confirmation (BRN)
			Booking Cancellation Fee ("CCL")	Repricing of Freight	Booking Cancellation Fee ("CCL")	Repricing of Freight
1	Entire Booking Cancellation	Shipper requests to cancel the booking entirely (i.e. full cancellation)	-	-	✓ (100% of Premium Cargo Service fee)	-
2	Cancellation due to Vessel Voyage Cancellation or Port Omission	Shipper requests to cancel the booking due to either cancelled vessel voyage or port omission by the vessel voyage	-	-	-	-
3	Cancellation due to Lack of Equipment	Shipper requests to cancel the booking due to no requested equipment is available	-	-	-	-
4	Volume Amendment (Increase)	Shipper requests to add the number of containers, leading to an increase of the total TEU of a booking	-	✓	-	✓
5	Volume Amendment (Decrease)	Shipper requests to reduce the number of containers, leading to a decrease in the total TEU of a booking	-	✓	✓ (100% of Premium Cargo Service fee)	✓
6	Vessel Voyage Amendment	Shipper requests to change the vessel voyage from the original vessel voyage	-	✓	✓ (50% of Premium Cargo Service fee)	✓
7	Route Amendment	Shipper requests to change the route from the original route	-	✓	✓ (50% of Premium Cargo Service fee)	✓
8	Container Type/Size Amendment (No Decrease in the Total TEU)	Shipper requests to change the container type or size from the original container type/size that results in either increase in the total TEU or remains as-is	-	✓	-	✓
9	Container Type/Size Amendment (Decrease in the Total TEU)	Shipper requests to change the container type or size from the original container type/size that results in a decrease in the total TEU	-	✓	✓ (50% of Premium Cargo Service fee)	✓
10	Customer Details/Reference, Weight, Commodity Information Amendment	Shipper requests to change the customer details (e.g. shipper, consignee info, etc.), weight, and commodity information	-	-	-	-

b) For Shippers has not purchased a Premium Cargo Service

• I. A cancellation notice must be provided by the Shipper to the Carrier no fewer than ten (10) days before the scheduled estimated time of departure (“ETD”). If a cancellation notice is provided fewer than ten (10) days before the ETD (including the ETD day), then the Shipper shall pay the Carrier a Booking Cancellation Fee of $100 per TEU cancelled. In addition, partially cancelled bookings will be subject to repricing.
• II. If Shipper has not purchased a Premium Cargo Service, notice of requested amendments to the booking, including but not limited to the route, voyages, and equipment size/type must be provided by the Shipper to the Carrier no fewer than ten (10) days before the scheduled estimated time of departure (“ETD”).If an amendment request is provided fewer than ten (10) days before the ETD (including the ETD day), then the Shipper shall pay the Carrier a Booking Cancellation Fee of $100 per TEU amended. Amendments will result in a cancellation of the current booking and are subject to repricing based on the changes made.
• III. Cancellation and Amendment Fee Schedule: Fee without Premium Cargo Service Shipment

Seq	Scenario	Scenario Description	Before Booking Confirmation or > 10 Days Before ETD		After Booking Confirmation or ≤ 10 Days Before ETD
			Booking Cancellation Fee ("CCL")	Repricing of Freight	Booking Cancellation Fee ("CCL")	Repricing of Freight
1	Entire Booking Cancellation	Shipper requests to cancel the booking entirely (i.e. full cancellation)	-	-	✓ (USD 100* per TEU cancelled)	-
2	Cancellation due to Vessel Voyage Cancellation or Port Omission	Shipper requests to cancel the booking due to either cancelled vessel voyage or port omission by the vessel voyage	-	-	-	-
3	Cancellation due to Lack of Equipment	Shipper requests to cancel the booking due to no requested equipment is available	-	-	-	-
4	Volume Amendment (Increase)	Shipper requests to add the number of containers, leading to an increase of the total TEU of a booking	-	✓	-	✓
5	Volume Amendment (Decrease)	Shipper requests to reduce the number of containers, leading to a decrease in the total TEU of a booking	-	✓	✓ (USD 100* per TEU amended)	✓
6	Vessel Voyage Amendment	Shipper requests to change the vessel voyage from the original vessel voyage	-	✓	✓ (USD 100* per TEU amended)	✓
7	Route Amendment	Shipper requests to change the route from the original route	-	✓	✓ (USD 100* per TEU amended)	✓
8	Container Type/Size Amendment (No Decrease in the Total TEU)	Shipper requests to change the container type or size from the original container type/size that results in either increase in the total TEU or remains as-is	-	✓	-	✓
9	Container Type/Size Amendment (Decrease in the Total TEU)	Shipper requests to change the container type or size from the original container type/size that results in a decrease in the total TEU	-	✓	✓ (USD 100* per TEU amended)	✓
10	Customer Details/Reference, Weight, Commodity Information Amendment	Shipper requests to change the customer details (e.g. shipper, consignee info, etc.), weight, and commodity information	-	-	-	-

IV.

• a) Bookings shall be subject to repricing only without a Cancellation Fee for:
  • I. Amendments to the equipment size or type that do not change the total TEU of a booking; or
  • II. Additions of the same equipment size or type that result in an increase in the total TEU of a booking.
• b) For both bookings with and without premium cargo service, there will be no Booking Cancellation Fee if the Shipper fails to deliver the Goods for shipment to the Carrier due to a Force Majeure occurrence under Section 14 or a Customs inspection delay with a proven record from authority. The Shipper must submit proof to the satisfaction of Carrier of the claimed Force Majeure or Customs inspection within sixty (60) days of the occurrence or inspection.

11. Carrier’s Responsibility

a) Carrier shall make available the vessel capacity and container equipment necessary to carry (a) the MQC required by this Contract. This commitment is subject to the schedules and service patterns of Carrier.

b) Unless otherwise stated herein, Carrier shall not provide chassis equipment, except in connection with any door services under Carrier’s responsibility.

c) The service schedule for Departure (Estimated Time of Departure “ETD”), Transit Time (Duration), and Arrival Time (Estimated Time of Arrival “ETA”) on ONE QUOTE are subject to change after the Booking Confirmation. In addition, the ETD, Duration, and ETA are not part of the contract of carriage and the Carrier does not guarantee/provide commitment to these schedules.

d) If the Shipper has purchased a Premium Cargo Service, the Carrier is committed to provide the equipment and load and ship the Goods on the first ocean leg vessel as provided in the Booking Confirmation, subject to the conditions mentioned in the terms and conditions.

e) The space guarantee for loading and shipping the goods is limited to ocean routes, and the Carrier does not extend the guarantee to the loading to an inland transportation mode.

f) Carrier will make best efforts to fulfil the service in the Booking Confirmation.. If Carrier fails to provide the equipment, load and ship the cargo on the first ocean leg vessel for which a Shipper has purchased a Premium Cargo Service, except for the circumstances listed in Section 11(g), The Carrier shall compensate the Shipper for the change of shipment at below quantum (“Compensation Fee”):

• i. Rollover to an alternative vessel: 50% of the Premium Cargo Service fee per container as listed on the Booking Receipt Acknowledgement.
• ii. Cancellation due to equipment unavailability: 100% of the Premium Cargo Service fee per container as listed on the Booking Receipt Acknowledgement.

g) The Compensation Fee, as stated in Section 13 (d), shall not be payable by the Carrier to Shipper if the Carrier’s failure, as stated in Section 11 (f) is due to the following reasons beyond Carrier’s reasonable control:

• i. Force Majeure;
• ii. Delay in pre-carriage transportation including barge, rail, and truck to connect to the booked ocean vessel;
• iii. Equipment pick-up date by the Shipper is earlier than the date requested by the Carrier;
• iv. Shipper’s special requirements for the equipment condition such as food grade;
• v. Shipper rejects a different equipment type to serve as a substitute for the required equipment type proposed by the Carrier;
• vi. Port omission (beyond the Carrier’s reasonable control);
• vii. Late document submission or incorrect declarations by Shipper;
• viii. Late gate-in (missing the cut-off time) by Shipper;
• ix. Noncompliance with weight, cargo, and commodity restrictions, limitations or the regulation or Shipper;
• x. A breach of ONE’s B/L Terms and Conditions by Shipper;
• xi. Outstanding freight is not paid for the shipment by Shipper; or
• xii. Shipper fails to comply with payment terms.

No Compensation Fee shall be paid if the Goods are loaded and shipped on an alternative vessel within three (3) days of the scheduled ETD in the Booking Confirmation.. The Compensation Fee will only be paid once in the event of multiple rollovers.

h) A claim for a Compensation Fee must be submitted by the Shipper to Carrier within sixty (60) calendar days of the date of the Booking Confirmation. Failure to submit a claim for Compensation Fee within sixty (60) days shall bar Shipper from claiming a Compensation Fee or compensation of any kind and Carrier shall have no obligation for compensation to Shipper.

i) The Compensation Fee will not be credited to any future shipments if the Shipper cancels the shipment after a rollover.

12. Dead Freight/Liquidated Damages

ONE and Shipper recognize that either the failure of Shipper to ship or the failure of ONE to carry the MQC would have an adverse impact on their respective operations, the precise quantification of which is difficult to calculate. Therefore, to avoid the difficulty and expense of proving actual losses, the parties agree, in lieu of all damages relating to the obligations of the Shipper to tender and of ONE to carry the MQC, that the Booking Cancellation and Amendment Fees in Section 10 or the Carrier Compensation Fees in Section 11 shall be payable as liquidated damages and not as a penalty. Except for the liquidated damages set forth above, in no case shall either party be liable to the other for direct, consequential or other damages of any kind whatsoever arising from (i) the failure of Shipper to tender and/or ship, or (ii) the failure of ONE to accept and/or carry, cargo under this Contract.

13. Bill of Lading

To the extent terms about liability for damage to persons or property (including cargo), delays, mis-delivery, loss or any provision mandated by applicable law in ONE’s bill of lading conflict with this Contract, the bill of lading shall prevail.

14. General Rate Increases

Unless specifically agreed otherwise by both parties, the base rates set forth in this Contract are not subject to any general rate increase (GRI) published in the governing tariff that becomes effective during the term hereof.

15. Contract Records

The shipment records required to be maintained under FMC regulations shall be copies of bills of lading (or the same data in paper or electronic format) and any correspondence, amendment, correction, cancellation, adjustment, final settlement or change. ONE’s Legal Department and/or Commercial Agreements and Processes Department (“CAP”) will respond to a request from the FMC for shipment records.

16. Force Majeure

In the event of a force majeure, including work stoppages, strikes, accidents, casualties, lockouts, fire, acts of terrorism, road, marine or rail disasters, derailments, acts of God, governmental restraints, war or hostilities, embargoes or other similar conditions but not commercial contingencies (such as changing markets, poor management decisions, business declines, bankruptcy of a customer or supplier, etc.), the party restrained by the force majeure shall promptly, but in any event within seven (7) days, notify the other parties in writing of the existence of such circumstances and the effect on its ability to perform under this Contract. Upon receipt of such notice, the parties involved shall be excused from their obligations under this Contract to the extent of and for the duration of the disability. The restrained party shall use reasonable efforts to overcome the force majeure. If there is a force majeure, the MQC and ONE’s service commitment will be reduced in the proportion the term of the force majeure is to the term of this Contract.

To the extent a force majeure event impacts all or substantially all of ONE’s service contract and tariff customers in a particular trade, ONE may provide notice of such event by publishing the same at the following site: www.one-line.com.

17. Assignment

Neither party may assign its rights, delegate its duties, or otherwise transfer all or any part of this Contract to any third party without the express written consent of the other party, such consent not to be unreasonably withheld. Nothing herein shall prevent ONE from using the services of third parties (for example, tugs, stevedores, terminal operators, rail and motor carriers, vessel alliances, etc.) for the purpose of carrying out the terms of this Contract, provided Carrier shall remain responsible for the performance of such third parties, in accordance with the terms of this Contract.

18. Interpretation

No portion of this Contract shall be construed against ONE because it is the drafter of this Contract. If any portion of this Contract is found by a competent authority to be invalid or unenforceable, then such finding shall not be construed to invalidate or make unenforceable any other provision of this Contract, which shall remain in full force and effect.

19. Modification

No amendment, correction, cancellation or change to or of this Contract shall be effective unless in writing, signed by the parties as required by FMC regulation and duly filed with the FMC. ONE may terminate this Contract on fifteen (15) days written notice to Shipper if ONE has fulfilled its commitment to carry the MQC under this Contract.

20. Notices

Except as otherwise provided in this Contract, any notice required or permitted to be given under this Contract shall be considered effective if given (a) by registered or certified mail, postage prepaid, to the address set forth in this Contract, (b) by personal delivery to the party at the address set forth in this Contract, (c) by properly documented courier service to the party at the address set forth in this Contract, (d) by e-mail to the address set forth herein or in regular communications between the parties. Notice shall be deemed effective on the date given.

21. Applicable Law / Disputes

a) This Contract is subject to the U.S. Shipping Act of 1984, as amended by the Ocean Shipping Reform Act of 1998, and shall otherwise be construed and governed by the statutory and general maritime law of the United States and, to the extent not inconsistent therewith, the laws of the State of New York, without regard to its choice of law rules.

b) In the event of a dispute under this Contract, the parties to the dispute shall attempt to resolve it amicably, by direct good faith negotiations between a senior executive of each such party. If there is no resolution within thirty (30) days, the dispute shall be resolved by arbitration in New York under the Rules of the Society of Maritime Arbitrators, Inc. (“SMA”). The arbitration shall be before a single arbitrator chosen by the parties to the dispute or, failing such agreement, each party shall appoint an arbitrator, and the two arbitrators so chosen shall select a third arbitrator as Chairperson. There shall be no restriction on the nationality of the arbitrators, and they may include practicing maritime attorneys. Except by agreement of the parties, there shall be no pre-hearing discovery. The costs and expenses of the arbitration (including reasonable attorneys’ fees and costs) shall be borne by the non-prevailing party. The decision of the arbitrator(s) shall be final, binding, not subject to further review, and enforceable by any court, tribunal or other forum having jurisdiction. The parties consent to the personal jurisdiction of, and venue in, any State Court in New York, New York, and the United States District Court for the Southern District of New York (collectively, a “New York Court”). The parties agree any such award may be enforced pursuant to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958. If a party that has prevailed in arbitration finds it necessary to enforce the arbitrators’ decision and award, such party shall receive from the non-prevailing party the costs and expenses of such enforcement, including reasonable attorneys’ fees and costs.

c) For a matter subject to arbitration under this Contract, if a party starts an action in any other forum, such party shall be liable for any and all reasonable attorneys’ fees and costs incurred by any other party defending that action.

d) As an exception to arbitration and Sections 19(b) and 19(c) above, if a party against which liquidated damages have been assessed by written notice from the other party has not contested its liability for such assessment within thirty (30) days after notice of assessment is sent, the notifying party may bring an action to collect liquidated damages in any court of competent jurisdiction. As a further exception to arbitration and Sections 19(b) and 19(c) above, ONE may bring an action for unpaid freight or charges due for transportation services performed for Shipper in any court of competent jurisdiction. For purposes of the foregoing exceptions, the parties consent to personal jurisdiction and venue in any New York Court. The party obligated to pay such sums shall be liable to the party owed such sums for interest on the principal sum on and after the due date plus reasonable attorneys’ fees and costs.

22. Confidentiality

ONE and Shipper agree to keep the terms and the rates of this Contract confidential. Except to the extent required as a matter of law, neither ONE nor Shipper shall disclose either the terms or rates of this Contract to any third parties, unless written permission of the other party is given in advance. Notwithstanding the foregoing, disclosure is authorized to the extent reasonably necessary to carry out this Contract, but the parties shall take reasonable precautions to protect information so disclosed from further disclosure. Disclosure contrary to this provision shall be considered a material breach, justifying termination of this Contract at the option of the non-disclosing party. In addition to any remedies available as a matter of law, either party may enforce this provision in any court having jurisdiction, seeking injunctive relief, if appropriate.

23. Electronic Signature

The parties may sign this Contract and any amendments to this Contract using an electronic signature. For the purposes of this Contract, a valid electronic signature shall include an electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by the person with the intent to sign the record, and/or exchange of emails between parties that (i) references this Contract, (ii) attaches to the email the Contract and/or the amendment to the Contract, and (iii) states agreement to the attachment. In addition, if ONE has received Shipper’s signature for this Contract and/or any amendments to this Contract, the parties agree that ONE’S act of filing the Contract and/or any amendments with the FMC shall be considered the equivalent of ONE’s electronic signature to the Contract or amendment.

24. Payment of Freight

a) The Shipper agrees and confirms that all statements/invoices will be paid on time and shall not, under any circumstance, fail to make payment. The prepaid charge shall be settled prior to the release of the Bill of Lading, and the destination charge shall be settled prior to the release of the cargo.

b) Some countries may adhere to different payment terms for certain charges and the Shipper may contact local sales representatives for information on exceptional payment terms.

c) In the event that the Shipper fails to pay the freight and charges associated with the cargo, the Carrier reserves the right to exercise the applicable right for holding a lien over the cargo and suspect customer’s credit and place the customer’s account on a “cash-only basis”. In addition, the Compensation Fee for the Premium Cargo Service will only be settled after the outstanding freight has been paid by the Shipper.

25. Flag Requirement

a) Any shipments that are moving in accordance with the US government, including but not limited to the US Military

b) Any shipments that are related to government-related or sponsored projects, such as construction or manufacturing materials

c) Any shipments that must be loaded on a U.S. Flag Services as per the Cargo Preference Act of 1954