These terms and conditions of service constitute a legally binding agreement between the "Company" and the "Agent." In the event that the Company renders services and issues a document containing Terms and Conditions governing such services, the Terms and Conditions set forth in such other document(s) shall govern those services.

Definitions

"Company" shall mean Platton Inc., its subsidiaries, related companies, agents, and/or representatives;

"Agent" shall mean the entity for which the Company is rendering service, as well as its principals, agents, and/or representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers and/or sellers, shipper's agents, insurers and underwriters, break-bulk agents, consignees, etc.. It is the responsibility of the Agent to provide notice and copy(s) of these terms and conditions of service to all such agents or representatives;

Company and Agent will herein be referred to individually as the "Party" and collectively as the "Parties."

This master agreement is bilateral between the Parties, the objective of which is to establish the responsibility, cost, and liability of each Party in the mutual pursuit of developing International Freight Forwarding and Logistics Services.

Territory

“Company” Territory shall mean the United States of America.

“Agent” Territory shall mean their country of domicile.

1. General Agreement

a. The Parties shall actively cooperate in International Freight Forwarding and Logistics services for shipments moving between their respective territories. Each will provide or arrange full logistical services necessary for the movement of freight via air or ocean or any other means, including ancillary support services and timely preparation and transmission of related documentation and/or electronic data.

b. Each Party will name the other as consignee on any Master Air Waybill, Master House Air Waybill, Master Ocean Bill of Lading, or Master House Bill of Lading.

c. The Parties agree not to accept co-load cargo from or on behalf of other freight forwarders without first obtaining the consent of the other.

d. The Parties agree that the giving of credit for any freight charge is solely the liability of the Party extending such credit.

e. All requests for information will be actioned upon receipt by the Party.

2. Profit Sharing

a. Freight will be transported at mutually agreed prefixed rates and according to the tariff rules of the subject Shipping and/or Air Line.

b. Freehand shipments are to be handled with a clear definition of profit share, if any.

c. Other services not covered by the above agreement are to be negotiated at the time of shipment in writing via email.

3. Account Settlement

a. The settling Party shall make payment of outstanding invoices in the currency invoiced.

b. Account statements of the previous month should be generated by the 5th of each month.

c. Payment should be settled before the 10th of each month.

d. In case the amount of credit is over USD$5,000 (Five Thousand US Dollars), Parties will be responsible for paying within three days after receiving the debit note, invoice, and account statement from the invoicing Party.

e. Each Party pays its own banking charges and fees.

4. Disputed invoices

a. If a dispute, controversy, or claim arises out of or relates to this agreement, or breach, termination, or invalidity thereof, or involves disputed invoices and payment thereof, and if such dispute, controversy, or claim cannot be settled and resolved through negotiation, then the parties agree in good faith to settle such dispute, controversy or claim through mediation, arbitration, and/or arbitration via WCAworld.

b. Rate of Exchange on invoices is according to a published rate in the subject Shipping and/or Air Line debit note/invoice.

c. In any dispute involving monies owed to the Company, the Company shall be entitled to all costs of collection, including reasonable attorney's fees and interest at 22% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by the Company.

5. Operational Responsibilities

a. The Parties will provide total multimodal freight services, either independently or utilizing the services of Third Parties. Each Party assumes full responsibility for all Third Parties as selected by them.

b. The Parties are to actively pursue, investigate, and negotiate the best possible net freight rates for each service and to notify and offer these net rates to the other.

c. The Parties agree to receive/accept cargo from each other, ensuring cargo is received cleanly and in good order. In the event of shortages and/or damages or delays, the notation will be made on the appropriate documentation and actioned immediately upon receipt to all concerned parties.

d. FIATA (International Federation of Freight Forwarders Associations) and WCAworld Standard Trading Conditions apply to all transactions by either Party.

6. Sales and Public Relations

a. The Parties agree to provide continuous sales, including sales leads and reports, and actively engage in mutual promotion of joint services within their respective territory.

b. Sales information, sales leads, and/or Routing Orders obtained by either Party will be freely exchanged.

c. Parties agree to perform joint sales in each other’s territory as required.

7. Insurance

a. Suitable Party insurance coverage will be held by both parties, meeting current industry standards in legal liability and E&O coverage.

b. Where the Shipper or Consignee does not insure actual cargo, the origin/sending Party will attempt to arrange for insurance cover of the goods in transit. The confirmation of insurance policy cover information will be exchanged between both parties.

c. Selling of cargo insurance is subject to laws and regulations in force at the time of shipment within the applicable jurisdiction(s).

8. Compliance with Applicable Laws

a. The Parties mutually agree that each will comply with all applicable laws in their respective territory.

b. This agreement shall be governed by and construed in accordance with the laws of the State of Washington, United States of America.

9. Service Standards

a. Parties agree, to the best of their ability, to adhere to quality standards in keeping with FIATA and WCAworld Standards and Code of Ethics.

b. Both Parties will refrain from any practices deemed illegal or unethical in their respective countries and 3rd Party countries where goods will transit.

10. Default

a. Failure by either Party to comply with performance or payment terms can be considered a breach and cause for termination of this agreement, and in the event of termination, each Party shall always fulfill its obligations to the other Party up to the date prior to termination.

b. The agreement will be deemed terminated at the cessation by either Party of its business or legal existence.

11. Assignments

a. The Parties may not, without the prior written consent of the other, assign this Master Agreement in whole or part to any other Party.

12. Amendments

a. It is understood that this Agreement may, from time to time, be subject to amendment as circumstances warrant. Such amendments must be notified in writing to the other Party and can only form a change if mutually agreed upon.

13. Duration and Termination

a. This Agreement will last from year to year from the date of signing and is automatically renewed unless terminated under conditions outlined herein or by notification of one to the other in writing via email and/or courier 60 days prior to the intended termination date. Routed cargo will be considered as property of the routing Party. Each Party agrees to refrain from soliciting such routed cargo from the other, directly or indirectly.