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TERMS AND CONDITIONS OR INDISTINCTLY HEREINAFTER "T&C"

THESE TERMS AND CONDITIONS WILL APPLY TO ALL AND ANY RELATION, PROVISION OF SERVICES AND AGREEMENT BETWEEN LESCHACO MEXICANA, S.A. DE C.V. (HEREINAFTER "LESCHACO") AND ANY CLIENT (HEREINAFTER THE "CLIENT").

CLAUSES

FIRST.
CLIENT grants and confers in favor of LESCHACO a commercial commission and/or CLIENT appoints, designates and authorizes LESCHACO as its commercial agent. LESCHACO accepts the commercial commission and/or agency.

The commercial commission will consist in contracting, on CLIENT's behalf and risk, the transportation and other required ancillary and related services to such transportation, such as among others and not in a limited manner: handling,  deposit, warehousing, custom brokers services, loading and unloading of merchandise and/or freight agents services, the above with Mexican and foreign persons. LESCHACO may perform the commission in his own name or in the name of principal (CLIENT) in the terms of article two hundred and eighty three of the United Mexican States Commercial Code.

  • The commercial agency will consist in simple intermediating between CLIENT and any transporter and with any provider and supplier of ancillary and related services, such as among others and not in a limited manner: services providers related with the handling, deposit, warehousing, loading and unloading of merchandise, with any freight agent and/or with any custom broker, both Mexicans and foreign. (hereinafter the above described commission and/or agency will be jointly referred to as the "ACTIVITIES").

The Parties agree that the ACTIVITIES and LESCHACO's obligations do not consist and are not, among others and not in a limited manner:

Transportation, charter and/or movement of merchandismerchandise from one place to another;

  • Remit merchandise to a point;
  • Import, export and/or warehouse merchandise;
  • Performance of customs acts, steps and proceedings as well as official proceedings;
  • Stowage, receive and/or deliver merchandise, and/or
  • Have the safeguard and custody of merchandise.

LESCHACO's obligations are simply to contract on CLIENT's behalf and risk and/or only intermediate between CLIENT and third persons, in this latter case specially and among others but not in a limited manner, with custom brokers.

SECOND.
Also, CLIENT expressly allows and authorizes LESCHACO:

  1. To contract, on CLIENT's behalf and risk all kind of transportation, including among others by land, by rail, by air and/or maritime, as well as other services and provisions ancillary and related to such transportation, such as among others and not in a limited manner: handling, deposit, freight agents and custom brokers services, loading and unloading of merchandise and/or warehousing, this with any provider LESCHACO deems convenient, the foregoing, with any person at LESCHACO's election, as well as to agree on behalf of and at CLIENT's risk with respect to any term and condition applicable to the respective contracts, agreements and/or understandings with among others and not in a limited manner: the transporters, carriers, stowage providers, custom brokers, freight agents, services providers and/or warehousing providers.
  2. To act as agent (intermediate) between CLIENT and any person or third party, including with transporters and any providers and suppliers of ancillary and related services, such as among others and not in a limited manner: services providers related with the handling, deposit, warehousing, loading and unloading of merchandise, with any freight agent and/or with any customer broker.
  3. All the above in the intelligence that the authorizations and permissions foreseen in this clause SECOND do not mean that LESCHACO acts or that it will act on his own account, since LESCHACO will be acting on CLIENT's behalf and risk and/or will only put in contact (intermediation) CLIENT and third parties, in order for these third parties and CLIENT to directly carry out different acts, operations, transactions and/or businesses.
  4. Due to what it is foreseen in numeral 1 above of this clause SECOND, it is agreed that all contracts, agreements and/or understandings that LESCHACO executed with third parties, specially with transporters, carriers, stowage providers, freight agents, custom brokers, service providers and/or warehousing providers in the performance of the ACTIVITIES, will be executed on CLIENT's behalf and risk, being at all times such third parties, specially the transporters, carriers, stowage providers, freight agents, custom brokers, service providers and/or warehousing providers the sole direct responsible of the fulfillment of such contracts, agreements and/or understandings towards CLIENT.
  5. THIRD.
    In order for LESCHACO to perform the ACTIVITIES, CLIENT shall timely and properly supply to LESCHACO all the necessary information and documents. All the information and documents that CLIENT supplies to LESCHACO shall be accurate, correct and true. CLIENT shall be responsible for the information and documents supplied to LESCHACO.
  6. FOURTH.
    LESCHACO withholds the right to perform the ACTIVITIES when among others and not in a limited manner, directly or indirectly the following is involved: money, precious metals and/or stones, credit titles, animals, plants, perishables, documents and/or goods with an intrinsic value, dangerous, hazardous for the health, flammable, explosive and/or able to cause damage to third parties substances.
  7. FIFTH.
    Unless LESCHACO accepts otherwise, CLIENT shall supply LESCHACO with sufficient advance, all the necessary and sufficient funds to perform the ACTIVITIES. Regardless and in addition to the above, CLIENT shall reimburse LESCHACO any expense that it carries out or incurs in the performance of the ACTIVITIES.
  8. If due to any event LESCHACO pays any amount that in accordance to the nature of the ACTIVITIES or in accordance with these T&C CLIENT shall pay, CLIENT shall refund LESCHACO any amount paid by LESCHACO within ten calendar days from the date CLIENT is requested.
  9. SIXTH.
    If CLIENT does not timely and properly provide LESCHACO the needed information, documents and funds or the ones LESCHACO requests CLIENT at any time in order to be able to perform the ACTIVITIES, specially related with the description, weight, amounts, numbers, nature and other characteristics of the merchandise, as for example, if the merchandise requires a special temperature, addresses and declarations, LESCHACO shall not be obligated to perform and carry out the ACTIVITIES and may abstain itself to perform and carry out the ACTIVITIES without responsibility for LESCHACO. CLIENT shall be the sole and full responsible for the correct wrapping and packaging of the merchandise. The wrapping and packaging of the merchandise shall be resistant and shall be properly marked, numbered and shall bear any other convenient and/or necessary advertisement; shall be made in a manner that the merchandise can not be accessed without leaving physical trace, and shall comply with the applicable legislation, including if applicable the respective norms.
  10. SEVENTH.
    CLIENT expressly allows and authorizes LESCHACO to act, among others and not in a limited manner on behalf of CLIENT in the contracting of transportation including under the modality "freight to be collected" and/or "payable freight".
  11. EIGHT.
    CLIENT consents that LESCHACO will not be responsible for acts imputable to third parties, including among others and not in a limited manner acts of: transporters, carriers, stowage providers, custom brokers, freight agents, services providers and/or warehousing providers, nor towards authorities, specially of customs and/or of ports with whom LESCHACO has acted as commissioner and/or agent of CLIENT derived from any of the ACTIVITIES. CLIENT consents that the custom brokers commissioned or intermediated through the ACTIVITIES shall be responsible of the calculation of all taxes, governmental rights, contributions and/or compensations related with the provision of the custom broker services.
  12. NINTH.
    CLIENT consents that LESCHACO shall not be obligated to contract any insurance either directly and/or on CLIENT's behalf and risk, unless all the following is met:
  13. CLIENT has delivered LESCHACO an original express prior written instruction signed in original;
  14. CLIENT has stated to LESCHACO in writing the value of the merchandise, and
  15. CLIENT has advanced to LESCHACO all necessary funds for the insurance.
  16. CLIENT consents that the transporters and/or carriers with whom LESCHACO executes contracts, agreements and/or understandings on CLIENT's behalf and risk derived from any of the ACTIVITIES are not obligated to insure any merchandise against any event and/or risk, including among others and not in a limited manner against any damage, destruction, loss, deterioration, improper care and handling, "perjuicios", fire, risk, robbery and/or lost of merchandise due to any cause.
  17. Also, CLIENT consents and agrees that the responsibility of the transporters, carriers and/or other services providers and suppliers with whom LESCHACO executes contracts, agreements and/or understandings on CLIENT's behalf and risk derived from any of the ACTIVITIES, in the best case, it is limited and/or subject to certain limits, specially among others and not in a limited manner in accordance to the "cartas de porte", bill of ladings, documents and/or "guías aéreas" that generally and usually they use, and in accordance with maximums of liability foreseen in various laws and legal bodies, including if applicable the respective International Treaties and/or Agreements, and in addition, the transporters, carriers and/or other services providers and suppliers with whom LESCHACO executes contracts, agreements and/or understandings on CLIENT's risks and behalf derived from any of the ACTIVITIES, do not guaranty a delivery date of the merchandise.
  18. TENTH.
    Due to the nature of the ACTIVITIES, the Parties agree that LESCHACO will not be responsible for, among others and not in a limited manner: losses, damages, robbery, "perjuicios", fire, risk, lost, improper care and handling and/or destruction of merchandise; for the delay or retardation in its delivery nor for the breach of contracts, agreements and/or understandings in which LESCHACO has acted as commissioner and/or intermediary of CLIENT as consequence of any of the ACTIVITIES, specially among others and not in a limited manner for breaches of transporters, carriers, custom brokers, freight agents, stowage providers, services providers and/or warehousing providers. In case of any claim or legal action that CLIENT plans to file or has filed against, among others and not in a limited manner any transporter, carrier, custom broker, freight agent, stowage provider, services provider and/or warehousing provider, LESCHACO, prior written request from CLIENT, will provide CLIENT with a simple copy of the documents under its possession.
  19. CLIENT may directly contract insurances that protect and insure the merchandise against any risk and event. In case the insurance company is subrogated in the CLIENT's rights with the purpose of making effective and/or demanding its rights against the third parties with whom the CLIENT executed any contract, agreement and/or understanding through the rendering of any of the ACTIVITIES performed by LESCHACO, prior written request from CLIENT and/or the insurance company, LESCHACO will provide a simple copy of the documents under its possession, without implying to LESCHACO any additional responsibility to the one foreseen in these T&C.
  20. ELEVENTH.
    Any amount that CLIENT shall pay to LESCHACO may not be compensated. CLIENT waives its compensation right.
  21. TWELFTH.
    For purposes of these T&C, CLIENT and LESCHACO agree that "Caso Fortuito" or "Fuerza Mayor" shall include and cover any act of man or a nature event, foreseeable or unforeseeable, but unavoidable, which prevents to whom suffers it to comply with its obligations. Neither LESCHACO nor CLIENT shall be obligated to fulfill their obligations if the impossibility to fulfill them is consequence or derives from a "Caso Fortuito" or "Fuerza Mayor".
  22. THIRTEENTH.
    LESCHACO and CLIENT expressly agree to limit the responsibility of LESCHACO for losses, damages and/or "perjuicios", derived from the non fulfillment by LESCHACO of its obligations, to the maximum accumulated amount of one thousand times the general in force daily minimum wage of the Federal District.
  23. FOURTEENTH.
    CLIENT accepts and consents that these T&C will apply to all and any relation, performance of services and/or agreement between LESCHACO and CLIENT.
  24. The Parties agree that, among others and not in a limited manner, by the simple fact that CLIENT gives instructions to LESCHACO; if CLIENT provides information and/or documents to LESCHACO; if CLIENT advances funds or pays any amount of money to LESCHACO; if CLIENT performs any act related to the ACTIVITIES; if CLIENT delivers merchandise to any third person commissioned and/or intermediated by LESCHACO through any of the ACTIVITIES; if CLIENT request to LESCHACO the performance of any action, and/or if LESCHACO performs any step at the request of CLIENT, CLIENT will have accepted and consented for all applicable legal purposes these T&C.
  25. FIFTEENTH.
    The Parties agree that these T&C will prevail over any document, even if issued by LESCHACO, unless an express written partial or total waiver exists, waiver that shall be in writing and signed in original by a properly authorized representative of LESCHACO. Unless expressly provided otherwise in these T&C, the Parties agree that among others, the telefax and electronic mail will be valid means of communication.
  26. SIXTEENTH.
    CLIENT expressly authorizes LESCHACO to subcontract partially or totally with any third party its obligations, and additionally CLIENT expressly authorizes and allows LESCHACO to delegate in favor of any third party, partially or totally, the faculties that CLIENT grants and/or gives to LESCHACO.
  27. SEVENTEENTH.
    The laws of the United Mexican States shall apply to the ACTIVITIES and to these terms and conditions. In case of any controversy and/or dispute derived from the ACTIVITIES and these terms and conditions, the Parties expressly agree to submit themselves to the jurisdiction and competence of the courts of Mexico City, Federal District, United Mexican States, expressly waiving any other jurisdiction and competence that they may be entitled to due to their present or future domiciles or due to any other cause.