To the international freight forwarding contracts entered into by the company Trading Solutions Company S.A.S., a Colombian company of commercial nature identified with NIT: 900626680 - 0, domiciled in the municipality of Barranquilla, Atlántico, which has authorization as an international freight forwarder in the maritime mode, through Resolution No. 002933 of April 12, 2022, issued by the Dirección de Impuestos y Aduanas Nacionales, who hereinafter shall be identified as Trading; the following provisions shall apply, having been expressly accepted by its clients:

First: For all purposes, international freight forwarding shall be understood as the performance of, among others, the activities related to the national and international transport of goods, such as: packaging, stowage, port operation, loading, unloading, escort or accompaniment, and/or storage; and in particular those established in Article 115 of Decree 1165 of 2019, that is: To coordinate and organize shipments, consolidate export cargo, deconsolidate import cargo, and issue or receive from abroad the transport documents inherent to its activity, when applicable.

Paragraph: TRADING, on the occasion of the nature of the operation that constitutes its corporate purpose, may intermediate in the execution of customs brokerage and/or insurance contracts between whoever holds the capacity required by law for the activities inherent to these services and the client. Likewise, within the framework of its income-generating activity, it may, at the request of the client, sell to the client transportation services supplied by third parties.

Second: TRADING shall perform the provision of its services in the capacity of intermediary, acting in the name and on behalf of the client under a mandate contract. For this reason, by tacitly or expressly accepting the offer or legal business proposal containing this act, the client authorizes TRADING broadly and sufficiently so that it may act in its name and representation, as representative mandatary.

Paragraph: The stipulation set forth in this clause is not applicable to the transport of the goods, whatever the means, a service that TRADING shall sell directly to the client, even if supplied by third parties.

Third: The client exempts TRADING from any responsibility over the actions that it carries out according to the indications provided by the client, or under its understanding of the operation in the absence of such indications, when necessary. The instructions, orders, and indications from the client to TRADING must contain all the information necessary for them to be diligently fulfilled.

Fourth: In the absence of instructions, orders, or precise or necessary indications from the client, with the acceptance of the offer or legal business proposal containing this act, the client authorizes TRADING to decide the means and the most appropriate forms to carry out the actions that it is obligated to perform under this document.

Fifth: For the client to proceed with the payment for the services effectively rendered by TRADING, TRADING shall present the corresponding invoice, attaching the list of the services rendered or to be rendered. In any case, the sales invoices issued by TRADING shall become due on their expiration date, without the need for prior requirement or additional acceptance. For this purpose, the client waives all legal requirements to be declared in default.

Sixth: Under no reason shall the client be exempt from its obligation to pay TRADING its services and the sales invoices presented.

Seventh: In the events in which the client instructs TRADING, and TRADING so accepts, to carry out the collection of its services from the consignee of the cargo and/or any third party, and these do not make the payment, the client shall proceed to make the payment immediately in favor of TRADING.

Eighth: The invoices for the services rendered by TRADING shall not be subject to compensation.

Ninth: The invoices shall be issued by TRADING in United States Dollars and must be settled at the Market Representative Rate (TRM) of the day of payment, as long as this is not lower than the reference exchange rate established in the invoice.

In the event that TRADING accepts to invoice international services in Colombian pesos, the client assumes the obligation to pay the corresponding exchange adjustment.

Tenth: The value of freight and other related expenses, and fixed or periodic costs, are subject to variation, depending on factors such as the real weight and volume of the cargo at the moment of delivering it to the carrier, among others, which the client states understanding and accepts its payment.

Eleventh: TRADING has the right to suspend the provision of its services and therefore to order the non-delivery of the cargo and/or transport documents, without constituting default, in the events in which the client has not paid all disbursements derived from the service rendered, or those sums of money owed to TRADING.

Twelfth: The payment by the client of the invoices issued by TRADING, under no circumstance may be conditioned to any act or fact of TRADING and/or employees or subcontractors.

Thirteenth: Obligations of the client: The client, for the correct execution of the international freight forwarding contract, is obligated to:

i. Communicate in writing in a timely, truthful, precise, correct, and complete manner to TRADING all the information and documentation relevant and necessary for the proper execution of the services inherent to this contract.
ii. Guarantee the proper application of all the security measures required to eliminate any risk of contamination of the cargo.
iii. Comply with all legal and administrative provisions established by national and international authorities, including the timely and complete completion and delivery to TRADING of the documentation and information that it requests.
iv. Assume and pay the value derived from the recognition of the cargo carried out by the Customs Agency, if applicable.
v. Exonerate TRADING from any responsibility in the event that the client chooses not to authorize the inspection of the cargo by the Customs Agency, if applicable.
vi. Review all documents related to its foreign trade operations, being obligated to inform TRADING timely and properly of any type of inconsistency, error, inaccuracy, or omission.
vii. In the events in which the consignee of the cargo does not receive it, or if the shipment is detained or diverted during its transit for reasons beyond the control of TRADING, the cargo shall be stored for its safekeeping at the account and risk of the client, who must make to TRADING the payments generated up to that moment, understanding as a consequence that TRADING has fulfilled its contractual obligations.
viii. Inform TRADING when the cargo is classified as dangerous goods, that is, any substance that has corrosive, reactive, explosive, toxic, flammable, infectious, or radioactive characteristics that may cause risk or damage to human health, the environment, and/or the goods of other clients, or any substance considered dangerous according to the Law.
ix. The others that derive from the nature of the contract.

Fourteenth: Under the principle of contractual good faith, it is not the obligation of TRADING to verify the information or documentation provided by the client.

Fifteenth: Obligations of TRADING: TRADING shall provide the contracted services in accordance with the standards accepted in procedures and practice of its professional activity. To fulfill the purpose of this contract TRADING commits to:

i. Perform the activities it commits to with the signing of this document, in accordance with the timely and duly provided instructions by the client.
ii. The others that derive from the nature of the contract.

Paragraph: The obligations of TRADING are those enforceable to its capacity as representative mandatary, with obligations of means and not of result.

Sixteenth: Negotiation terms: The choice of any negotiation term of the goods, including INCOTERMS terms, is made directly and under the exclusive decision of the client, for which TRADING has no responsibility whatsoever over the consequences of such choice.

Seventeenth: Receipt and delivery of the goods: At the moment of delivery of the goods by the client to TRADING, the client must inform about any restriction that prevents the goods from being grouped or consolidated with the cargo of other clients. If no timely and precise instructions regarding this are received, it shall be understood that no restriction exists.

TRADING shall not be responsible for the dispatch, arrival, and delivery of the cargo outside the dates indicated by the carriers and transmitted to the client, given that such dates are estimated and preliminary, and are subject to changes by the carrier, even without prior notice.

Once the cargo arrives at the place of destination and its delivery is made by the carrier, the client and/or consignee have the obligation to verify its state and condition.

Eighteenth: The client understands and accepts that TRADING performs its management or assignment in accordance with the information or instructions provided by the client. Consequently, neither TRADING nor its agents or representatives abroad open the packages, nor physically verify the quantities of pieces, nor perform inventories of goods, nor their repackaging.

Nineteenth: Packaging: With the acceptance of the offer or legal business proposal containing this act, the client acknowledges that, if it does not contract the packaging of the goods through TRADING, it is the client’s responsibility to verify that this is contractually and/or legally required, and that it is adequate for its transport and storage, including the international standards that apply.

In those events in which TRADING evidences, without it being its obligation, that the cargo is poorly or insufficiently packaged for its transport, it shall inform the client, who may remove the cargo to package it adequately or request TRADING to perform such packaging, paying the costs of this procedure.

In the event that the client insists on delivering the cargo poorly packaged, TRADING may refuse to provide its services, charging the costs and expenses incurred up to that moment, and the respective remuneration.

If TRADING chooses to accept the poorly packaged cargo, it shall do so excluding its responsibility for the damage and/or loss of the cargo due to the poor packaging. Likewise, the client shall assume the damages that the poor packaging causes to TRADING and/or third parties.

Twentieth: Dangerous cargo: With the acceptance of the offer or legal business proposal containing this act, the client is obligated to inform TRADING when its cargo is classified as dangerous goods, that is, any substance that has corrosive, reactive, explosive, toxic, flammable, infectious, or radioactive characteristics that may cause risk or damage to human health, the environment, and/or the goods of other clients, or any substance that is considered dangerous in the applicable legislation.

In any event in which TRADING and/or any third party or subcontractor determines the dangerous nature of a cargo, TRADING may take all actions tending to minimize and/or mitigate any risk derived from its nature, having the authority, including, to abandon or destroy it, without incurring any responsibility whatsoever before the client, and without prejudice to the legal actions that may proceed against the client.

Twenty-first: Declared values: In no case shall the provision of information and/or documentation by the client to TRADING be understood as a declaration of the value of the cargo.

All cargo shipments shall be carried out without declared value, unless the parties agree otherwise, and this is expressly stated in the respective transport documents.

The client must timely communicate to TRADING its intention to declare the value of its goods, so that TRADING may determine with the third parties or subcontractors the corresponding operational and commercial conditions, such as the value of the freight and related expenses, insurance policies, responsibilities, among others.

Twenty-second: Responsibility of TRADING: TRADING shall be responsible before the client exclusively for the proven breach of its contractual obligations as an international freight forwarder; consequently, TRADING shall not be responsible for the improper execution of the contracts that it enters into in the name and representation of the client.

In the events in which the cargo suffers damages, is totally or partially lost, misplaced, and/or its arrival to the final destination is delayed, while under the custody of the third parties contracted by TRADING on behalf, in the name and representation of the client, it shall be the responsibility of such third parties and the claims shall be submitted against them.

TRADING is authorized to select and contract third parties in order to fulfill the client’s assignment, for which such third parties or subcontractors are considered independent entities of TRADING. Such third parties are responsible for the execution of their respective obligations according to the contractual and legal conditions applicable to them.

In no circumstance shall TRADING be responsible for losses, damages, expenses, or delays suffered by the cargo while it is under the custody, possession, surveillance, and/or control of such third parties.

TRADING shall be released from responsibility if the selection of the third parties or subcontractors has been made properly and the client’s instructions have been faithfully transmitted to such third parties.

Twenty-third: The condition of representative mandatary under which TRADING acts shall be understood to be manifested to third parties through the simple mention of intervening as Freight Forwarding Agent.

Twenty-fourth: Indemnification limit of TRADING: In the event in which TRADING is declared by the competent authority as responsible for the breach of its contractual obligations and obligated to the payment of indemnification for situations occurring during the transport of the goods, this shall be limited to a sum equivalent to the indemnification limits of the responsibility of the carrier that the law establishes at the moment of occurrence of the events.

In the case of delay in the dispatch or arrival of the cargo, caused by proven fault of TRADING, the maximum indemnification limit shall not be greater than the value of the freight of the respective shipment.

Twenty-fifth: Any direct legal action against TRADING employees, whether permanent or temporary, for loss or damage to the cargo, shall only be possible within the responsibility and indemnification limits stipulated in this contract. In the case of joint legal action against TRADING and its employees, the maximum indemnification payable to the client shall not exceed that stipulated in this contract.

Twenty-sixth: Absence of responsibility: TRADING shall not be responsible regarding any consequential or indirect loss suffered by the client, such as loss of profit, loss of clients, fines, claims for losses due to depreciation or conventional penalties, fluctuations in exchange rates, increased taxes or duties by authorities regardless of the cause, among others.

Likewise, TRADING shall be exempted from all responsibility when the loss, damage, deterioration, or delay is caused by circumstances external and not attributable to it, its dependents, assistants, and subcontractors, namely:

a. Fault of the client, its dependents, assistants, agents, or representatives.
b. Not authorizing the prior recognition of the cargo or its pre-inspection at any stage of the logistic operation.
c. Any kind of change, adjustment, and/or modification of the transport documents and/or their content.
d. Consequences derived from the advancement or delay of the means of transport of the cargo, especially in the case of goods requiring advance declaration.
e. Non-performance of direct unloading for reasons beyond the control of TRADING.
f. Defective or insufficient packaging, marking, labeling, or stowage, or the absence thereof.
g. Incorrect, inaccurate, incomplete, and/or insufficient instructions and/or documentation.
h. Lack or delay in the delivery of necessary information and documentation.
i. Failure to declare in writing the dangerous, corrosive, explosive, or perishable nature of the goods.
j. War, rebellion, revolution, insurrection, usurpation of power, confiscation or seizure under the orders of a national or local government or authority.
k. Detention, loss, or damages caused by insurgent or unlawful forces.
l. Damages caused by nuclear energy.
m. Natural disasters.
n. Force majeure or fortuitous event.
o. Theft with or without violence.
p. Damages or loss caused by inherent defects, hidden defects, or the inherent nature of the cargo.
q. Loss or damage of the cargo when it is under the physical custody of third parties.
r. Damages caused by rodents or insects, or any kind of pest.
s. Circumstances that TRADING cannot avoid, consequences that it cannot foresee.
t. Delay in the delivery of the cargo.
u. Act of the prince, strikes, stoppages or similar, war, rebellion, revolution, insurrection or civil struggle, usurpation or vacuum of power, any constituted hostile act, any act of terrorism or similar, riot, mutiny.

Twenty-seventh: Insurance policies: With the acceptance of the offer that contains this contract, the client accepts and acknowledges that the cargo travels at its own account and risk; therefore, TRADING is not obligated to contract insurance policies, except in the events in which the client so requires it timely and specifically in writing. TRADING shall carry out such management in its capacity as representative mandatary, and the insurance contracted shall be subject to the general and particular conditions, guarantees, and/or exclusions of the respective policies.

In any case, the client must comply with its legal and contractual obligations as insured and/or beneficiary of the insurance policy contracted by TRADING in its name.

In no case shall TRADING assume the deductibles that under the insurance policy correspond to the client.

The client, freely and voluntarily, is obligated under this contract to always submit its claims to its respective insurance company, of which it must inform TRADING. Consequently, the client understands and accepts that TRADING shall not accept direct claims.

Twenty-eighth: Claims: With this document TRADING commits to support the client in its claims against the third parties or subcontractors involved in the assigned service.

For this purpose, every claim must be submitted by the client to TRADING within a maximum period of thirty-six (36) consecutive hours counted from the moment in which the goods were delivered or should have been delivered.

Twenty-ninth: Without prejudice to the above, the client has the legal and contractual obligation to give notice of the loss and to submit its claim to its insurance company, in accordance with the conditions of its insurance policy.

Thirtieth: Penalty clause: In the event that either party breaches the obligations established in this contract or delays their fulfillment, it shall pay the other party, as a penalty, the equivalent of 10% of the amount that would have been invoiced at the moment of occurrence of the breach, if this occurs in the first term of the contract; if the breach occurs during the renewal terms of this contract, the value of this clause shall be equivalent to 5% of the total amount invoiced in the immediately preceding year.

The parties establish that, in the event of a breach, the complying party may request this penalty in addition to the full compensation for damages.

Thirty-first: Unilateral termination of the contract: Either party may terminate this contract unilaterally, if the other party breaches any of its obligations. To make this clause effective, the complying party must send a first communication to the other party requiring the fulfillment of its obligations; if after 15 calendar days the party that received the notice persists in its failures, the complying party shall send a second and final communication informing the date from which the contract shall be understood as terminated.

In any case, between the date on which the second communication is sent and the effective date of termination of the contract, there may not be a difference of less than 15 calendar days.

The communications sent as stipulated in this clause must be duly supported in this contract and in the applicable national regulations.

Thirty-second: Assignment: Either party may assign this contract, as long as it has the prior and written authorization of the other contracting party.

Thirty-third: Declaration of origin of funds: The contracting parties declare that the resources they shall allocate for the development of this contract do not come from any illicit activity contemplated in the Colombian Criminal Code or in any regulation that modifies or adds to it. Likewise, they declare that they shall not allow third parties to make deposits into their personal or business accounts on behalf of either party with funds coming from illicit activities contemplated in the Colombian Criminal Code or any regulation that modifies or adds to it, nor shall they carry out transactions destined to such activities or in favor of persons related to them.

It shall be grounds for termination of the contract the breach by either contracting party of any of the prohibitions contained in this clause or by explicit or tacit violation of the law.

The client is obligated to provide TRADING with all the information and/or documentation that it requests in compliance with its customer knowledge policies and/or general risk management.

Thirty-fourth: Policies for the prevention of money laundering, financing of terrorism and the proliferation of weapons of mass destruction, anti-corruption and anti-bribery: The client declares and is obligated to guarantee, by itself and by its subsidiaries and controlled companies, as well as by its respective partners or shareholders, administrators (including board members and directors), executives, officials, legal representatives, agents, subcontractors, attorneys-in-fact, and any other representative in any capacity, that they know the norms for the prevention of money laundering, financing of terrorism and the proliferation of weapons of mass destruction, anti-corruption and anti-bribery, national and foreign, and commit to strictly comply with the provisions in them.

In particular, although without limiting the above, the client commits in relation to the transactions or relationships with TRADING not to offer, pay, promise to pay, authorize the payment, request, receive, or authorize receiving money or any gift or thing of value, directly or indirectly, to government officials, governmental entities, or third parties with whom they have a commercial relationship, with the purpose of inducing a decision, with the intention of improperly obtaining or retaining a business, or directing a business toward any person, or obtaining any other improper advantage.

The client must immediately inform TRADING of any suspicion or conduct that implies the violation of the norms for the prevention of money laundering, financing of terrorism, proliferation of weapons of mass destruction, anti-corruption and anti-bribery.

Thirty-fifth: The client shall be responsible, shall indemnify, and shall keep TRADING harmless for any investigation, judicial or extrajudicial claim, indemnification, lawsuit, action, judgment, expenses, payment of fees, and other disbursements related to conduct that implies violation or breach of the norms for the prevention of money laundering, financing of terrorism, proliferation of weapons of mass destruction, anti-corruption and anti-bribery.

Thirty-sixth: It shall be grounds for unilateral termination of this contract the breach by the client of the norms for the prevention of money laundering, financing of terrorism, proliferation of weapons of mass destruction, anti-corruption and anti-bribery.

Thirty-seventh: Confidentiality: The parties are obligated to maintain as confidential all the information that during the execution of this contract they come to know about the other party, or that is provided to them for the correct execution of this contract. The parties shall be responsible for all damages that may be caused by the improper use or disclosure to third parties of the information obtained by virtue of this contract.

For the purposes of this contract, the following shall be considered confidential, among others: the values paid for the agreed object, all commercial, operational information and know-how of the parties.

The following information shall not be considered confidential:

- That which is of public domain or becomes public domain during the term of the contract, in a way that is not due to an act or omission of the other party.
- That which is under the legal possession of the other party prior to its disclosure, provided that it was not obtained directly or indirectly from the party that discloses it.

The parties are obligated to return any documentation previously provided in any type of medium or format and, if applicable, the existing copies of the information delivered, that constitute information protected by the duty of confidentiality, according to the previous definition, within five (5) business days following the date of termination of the contractual relationship, for any reason.

Thirty-eighth: Personal data protection: The parties, with the signing of this document, commit to act in accordance with Law 1581 and its regulatory decrees, regarding all handling of personal data. In accordance with the above, the parties declare that the personal data that are transmitted and processed in compliance with the purpose of this contract shall be used only for the development of this contract, and may not be used for purposes different from those authorized.

Thirty-ninth: Indemnity: The client shall keep TRADING harmless from every claim, lawsuit, legal action, or administrative sanction that arises as a consequence of the execution, performance, and termination of this contract. For this indemnity the following rules shall be attended:

i. Responsibility: In the event that TRADING is patrimonially, administratively, or criminally convicted for any circumstance arising in the execution, performance, or termination of this contract, which has had as consequence the willful or negligent act of the client, the client is obligated to indemnify TRADING for all the patrimonial and extra-patrimonial damages suffered as a consequence of the respective conviction.

ii. Call in guarantee: The parties agree that this act shall be sufficient for TRADING to summon the client to trial, with all consequences that this implies, through the procedural figure called call in guarantee. This shall apply when TRADING is sued for any circumstance derived from the execution, performance, and termination of this contract, which has had as consequence the willful or negligent act of the client.

ii. Joint liability conviction: In the event that both parties are jointly convicted for any circumstance derived from the execution, performance, and termination of this contract, which has had as consequence the willful or negligent act of the client, the client commits to pay the totality of the conviction to the third-party claimant. If TRADING were to pay part or all of the conviction, it may recover from the client so that the client reimburses what was paid along with the corresponding damages.

Fortieth: Defects of the clauses: The parties agree to cooperate with each other to replace any provision that a competent authority declares null, illegal, prohibited, or ineffective, with a legal one that produces the desired effects by the parties.

Forty-first: Conflict resolution: Any difference related to the execution, validity, performance or any other matter that arises between the parties regarding this contract shall be resolved subject to the following rules:

- Direct negotiation: The parties shall seek to resolve amicably and directly the differences that arise, for which they shall have a period of fifteen (15) calendar days counted from the day following the receipt of the written claim made by the complying party to the breaching party.

- Ordinary jurisdiction: In the event that the difference persists despite having exhausted direct negotiation, the parties may resort to ordinary jurisdiction.

Forty-second: Applicable law and jurisdiction: The parties agree that the law applicable to the contractual relationship existing between them is Colombian commercial legislation, regardless of the place where the obligations are performed, without prejudice to the applicable law of the contracts that TRADING enters into with other parties, on behalf, in the name and representation of the client. Given that the International Freight Forwarding Contract is atypical in nature, the contractual relationship between the parties shall be governed preferably by this contract and, in case of any gap, the dispositive norms of the “mandate with representation of commercial nature” shall apply preferably, and the “service supply contract” in cases where the norms related to mandate do not apply.

Forty-third: Compensation: The client authorizes TRADING to compensate, at the end of the contract, any amount owed to it, whose origin is framed in this contract or in any other legal business between the parties. TRADING may also compensate the amounts that the client owes it as the penalty clause established in this contract.

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