1. DEFINITIONS

In these General Credit Terms:

“Applicant” means the party named as such in the Credit Application Form or the Facility Letter;

“Carrier” means Swire Shipping Pte Ltd;

“Contract of Carriage” means a contract contained in or evidenced by the Carrier’s bill of lading or waybill, pursuant to which the Carrier carries goods for, on behalf of or in accordance with the instructions of the Customer. The terms of such contract are available upon request from the Carrier or its authorized agents and the Customer confirms it is aware of the said terms;

“Credit Application” means the Applicant’s offer to the Carrier to enter into the Credit Contract subject to the Credit Terms;

“Credit Contract” means the contract entered into between the Customer and the Carrier for the Credit Facilities subject to the Credit Terms;

“Credit Facilities” means the credit facilities granted by the Carrier to the Customer under the Credit Contract subject to the Credit Terms;

“Credit Limit” means the credit limit advised by the Carrier to the Customer in writing from time to time;

“Credit Period” means the number of calendar days of credit allowed to the Customer (calculated in accordance with Clause 3 below), as advised by the Carrier to the Customer in writing from time to time;

“Credit Terms” means the terms set out in these General Credit Terms and the Facility Letter on which the Credit Facilities are granted to the Customer;

“Customer” means each entity named as such in the Facility Letter, regardless of whether such entity falls within the definition of the term “Merchant” in the Contracts of Carriage, and includes but is not limited to the Applicant named in the Credit Application Form;

“Facility Letter” means the Credit Application Approval Letter from the Carrier naming the Applicant and setting out the Credit Facilities granted to the Applicant and its Affiliates (if applicable), subject to the Credit Terms;

“Sums Payable” means all sums payable by the Customer to the Carrier arising from or in connection with shipments made by Carrier for, on behalf of or in accordance with the instructions of the Customer, including but not limited to sums payable in respect of freight, detention, demurrage, late receipt of shipments, storage, surveys, stevedoring, cartage, EDI, transshipment, container repairs, container sales and other charges, and for which credit has been granted by the Carrier, whether such sums arise under a Contract of Carriage or otherwise;

“Affiliate(s)” means any entity, accepted in writing by the Carrier, as the Applicant’s Affiliate, including such entities deemed to be related to the Applicant under Section 6 of the Companies Act (Cap. 50) of Singapore, or equivalent legislation, and to which entity credit may be granted by the Carrier in accordance with the Credit Terms, including in particular clause 6.1. 

“Validity Period” means the term of the Credit Contract during which the Customer is granted Credit Facilities by the Carrier as advised by the Carrier to the Customer in writing from time to time. 

“Vessel Date” means the vessels’ sailing date from the first loading port if carriage is on freight prepaid terms or the vessels’ arrival date at the final discharging port if carriage is on freight collect terms. 

2. WARRANTIES 

2.1. The Applicant warrants and represents, on behalf of itself and its Affiliates, to the Carrier that:

    2.1.1. every detail included in the Credit Application Form submitted to the Carrier is complete, true and accurate and is                        not misleading or deceptive;

    2.1.2. should the Customer, or any of its Affiliate, suffer a material change in its finances, or should an Affiliate cease to be                      an Affiliate of the Customer, the Customer will notify the Carrier in writing immediately; and

    2.1.3. It has full power and authority to enter into the Credit Contract on its own behalf and on behalf of its Affiliates, if and                    to the extent credit is extended by the Carrier to those Affiliates.

3. CREDIT

3.1. The Carrier agrees to grant the Customer Credit Facilities subject to the Credit Terms.

3.2. The Customer agrees and undertakes to pay all Sums Payable due and payable to the Carrier by the Customer under any             applicable Contract of Carriage or otherwise, within the Credit Period, which shall be calculated as follows:

        (a) if the shipment is made on freight prepaid terms, the Credit Period shall commence from and including the date of                        sailing from the first loading port, or

        (b) if shipment is made on freight collect terms, the Credit Period shall commence from and including the date of arrival                     at the final discharging port:

3.3. Notwithstanding clause 3.2 above, when the total accumulated value of all unpaid invoices for Sums Payable
         exceeds the sum of the Credit Limit (or the equivalent amount in the invoiced currency), the Customer agrees
         to pay the amount(s) exceeding the Credit Limit immediately and any freight or other charges due in respect of
         any shipments/cargo received by or on behalf of the Carrier shall be payable in accordance with the Carrier’s terms                       including those stated in its Contracts of Carriage.

3.4. The Customer shall pay a late payment fee at a flat rate of three and a half percent (3.5%) on any sum due exceeding the            Credit Term for any period after such sum has become overdue. For the avoidance of doubt:

        3.4.1 the fee shall apply only to the outstanding principal of invoices that remain unpaid;

        3.4.2 the fees shall not itself bear further charges or interest; and

        3.4.3 the Carrier reserves the right to issue periodic statements reflecting the updated outstanding balance and
        applicable late payment fee.
       
        The right to levy this late payment fee is without prejudice to any other rights or remedies available to the Carrier under
        these terms or at law.

3.5. In the event of any inconsistency between the terms for payment of any Sums Payable in the Contracts of Carriage
         and the Credit Terms, the Credit Terms shall prevail to the extent of such inconsistency but no further.

3.6. The Carrier may immediately terminate or revise the Credit Facilities at any time by 30 days’ written notice to
         the Customer.

4. FULL PAYMENT

Payment of any Sums Payable shall not be effective until the amount of the payment is unconditionally and irrevocably transferred to, and at the effective disposal of, the Carrier, in cleared funds. Each payment under these Credit Terms shall be made in full without set-off, withholding, abatement, counterclaim or deduction or stay of execution of any kind. 

5. REMITTANCE ADVICE

5.1. If settlement of any Sums Payable is done via bank transfer or cheque, the Customer agrees to forward a separate                         remittance advice outlining which invoices are included in each payment.  

5.2. In the absence of Customer’s advice to the contrary, any payment made by the Customer shall be applied by
         the Carrier to the oldest outstanding invoices.  In the absence of Customer’s advice to the contrary, any payment
         made by the Customer shall be applied by the Carrier to the oldest outstanding invoices.      

6. AFFILIATES AND FREIGHT AGENTS

6.1. If the Applicant wishes the Carrier to extend credit to any of the Applicant’s Affiliates, then the Applicant must
         first obtain the Carrier’s prior written consent. In such cases, the Credit Facilities applicable to the Applicant 
         shall also apply jointly and severally to the Affiliates subject to the Credit Terms and any other terms and
         conditions imposed by the Carrier. The Applicant guarantees performance and payment by all its Affiliates,
         and shall indemnify the Carrier for all consequences and costs and expenses in the event of any default,
         claim or non-payment by any Affiliate. The Applicant accepts and confirms that it has the authority of any such
         Affiliates to accept these Credit Terms also on their behalf. 

6.2. If the Customer wishes to appoint a third party to settle Sums Payable on his behalf (a “Freight Agent”), then the                             Customer must first obtain the Carrier’s prior written consent. The Credit Terms applicable to the Customer
         (except for  the granting of credit) also include and apply to the Customer’s Freight Agents. The Customer 
         guarantees performance and payment by all Freight Agents, and shall indemnify the Carrier for all consequences
         and costs and expenses in the event of any default, claim or non-payment by any Freight Agent. The Customer
         accepts and hereby confirms that it has the authority of any such Freight Agent to accept these Credit Terms
         also on the Freight Agent’s behalf. 

7. NON-PAYMENT AND BREACH

7.1. If, at any time:
(a) Any Sums Payable is not paid by the Customer within the Credit Period;  
(b) The Customer’s Credit Limit is exceeded; 
(c) The Customer or any of its Affiliates or Freight Agents breaches any of these Credit Terms; or 
(d) An Insolvency Event occurs, where an Insolvency Event” means any corporate action, legal proceedings or other                             procedure or step is taken in relation to:  

1. the suspension of payments, a moratorium of any indebtedness, winding-up, bankruptcy, dissolution, administration, judicial management, provisional supervision or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Customer and/or any Affiliate and/or Freight Agent, other than a solvent liquidation or reorganization of any Customer and/or Affiliate and/or Freight Agent,  
2. a composition, compromise, assignment or arrangement with any creditor of any Customer and/or Affiliate and/or Freight Agent,
3. the appointment of a liquidator, receiver, trustee, judicial manager, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of any Customer and/or Affiliate and/or Freight Agent, or any of its assets, or any analogous procedure or step taken in any jurisdiction; or 

(e) Carrier or Customer becomes aware of any Sanction which would prohibit or render unlawful any performance of the                 Credit Contract, including but not limited to the grant of the Credit Facilities or any payment made or to be made under             the Credit Contract (for the purposes of this Clause 7.1(e), “Sanction” means any sanction, prohibition or restriction                     imposed on or applicable to any persons, entities, bodies, industries or sectors pursuant to resolutions, decisions, laws             and/or regulations issued by any government or government authority, including, without limitation, the European                     Union, the United States of America, the United Kingdom, or Singapore); or 
(f) Clause 10.7 is applicable so as to excuse a party from performing the Credit Contract,
       Then, notwithstanding any other remedies available to the Carrier under any other contract (including, but not limited to,
       a Contract of Carriage) or at law or equity, the Carrier has the right to take any or all of the following actions forthwith:  

           7.1.1 Require immediate payment of all outstanding Sums Payable, including any interest or late payment fees accrued
           thereon, whereupon they shall become immediately due and payable without further notice from the Carrier;

           7.1.2 Withhold original documents including transport documents and/ or cargo until all Sums Payable, including                         collection and reminder fees,costs and expenses, are paid;

           7.1.3 Suspend or terminate the Credit Facilities;

           7.1.4 Exercise a right of lien over any cargo shipped under a Contract of Carriage;

           7.1.5 Stop providing or arranging carriage of goods or other services;

           7.1.6 Apply a late payment fee at a flat rate of three and a half percent (3.5%) on any sum due exceeding the Credit
           Term for any period after such sum has become overdue;

           7.1.7 Take any and all steps the Carrier deems fit to recover the Sums Payable and all interest or late payment fees 
           accrued thereon, including but not limited to commencing legal proceedings pursuant to clause 11 for the recovery of
           the Sums Payable and the Customer shall fully indemnify the Carrier for any costs (including legal costs on a solicitor-
           client basis),   expenses, fees, losses or liabilities incurred by the Carrier in taking such steps;

           7.1.8 Apply an administration fee, as advised by the Carrier to the Customer in writing from time to time.

8. NO WAIVER OF SUMS PAYABLE

The Customer acknowledges that under the terms and conditions of the Carrier’s Contracts of Carriage, the Carrier has an absolute obligation at law, including (if applicable) under Section 10(b) of the United States of America Shipping Act of 1984, to collect and receive all Sums Payable due under the relevant tariff or tariffs. 

9. LIABILITY
9.1. Notwithstanding any clause to the contrary in the Credit Contract, he Carrier shall not be liable to the Customer, its                       Affiliate or Freight Agent for: 

         9.1.1. Any losses, liabilities, costs, penalties or damages whatsoever and howsoever arising from the granting or                                         withdrawal of the Credit Facilities;

         9.1.2. Any loss of profits, business, revenue, customers, direct or indirect, incidental, special or consequential loss                                     arising from or in connection with the withdrawal of the Credit Facilities or amendment to the Credit Terms.

9.2. To the fullest extent permitted by law, the Carrier expressly excludes any representation, warranty, condition or undertaking that may be implied in the Credit Terms by legislation, common law, equity, trade, custom or usage. 

10. GENERAL
10.1. The Credit Contract constitutes the full and complete understanding and agreement of the Customer and Carrier                           relating to the subject matter and supersedes all prior understandings and agreements relating to such subject matter.

10.2. The Customer acknowledges that the Credit Application and the Credit Facility is not for consumer credit, and that the               Credit Contract is not an agreement for the provision of consumer credit.

10.3. The Customer shall not assign or otherwise transfer any of its rights, benefits or obligations under the Credit Contract.
 
10.4. The Credit Terms may be amended or varied from time to time by the Carrier at its sole and absolute discretion by                         written notice to the Customer.

10.5. The Credit Terms are written and accepted by the Customer in the English language. The English language text of these             Credit Terms shall prevail over any translation. 

10.6. Except as may be necessary to comply with applicable laws, regulations, court orders, arbitral awards or for the
           benefit of a party’s legal advisors or accountants, these Credit Terms must be kept strictly confidential between
           the Carrier and the Customer and its Affiliates and Freight Agents. Disclosure of any of the provisions of these
           Credit Terms may result in the Carrier’s termination, with immediate effect, of the Credit Facilities.

10.7.  Notwithstanding any clause to the contrary in the Credit Terms or Credit Contract, no party shall be required to do                        anything which causes a violation of the laws and regulations of any country or state to which either of them (or their                  respective direct or indirect parent entities) is or are subject. 

10.8. If any provision of the Credit Terms offend any law applicable to it and is, as a consequence, illegal, invalid or                                   unenforceable:

           10.8.1. where the offending provision can be amended so as to give it a valid and enforceable operation of a partial                                      nature, it shall be amended to the minimum extent necessary to achieve that result; and

           10.8.2. In any other case the offending provision shall be severed from these Credit Terms, in which event the                                                  remaining provisions of the Credit Terms operate as if the severed provision had not been included. 

11. GOVERNING LAW AND JURISDICTION

11.1. These Credit Terms and the Credit Contract shall be governed by and construed in accordance with Singapore law.

11.2. Any dispute arising out of or in connection with these Credit Terms and the Credit Contract, including any
           question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in                             Singapore in accordance with the Singapore International Arbitration Act (Chapter 143A) and any statutory
           modification or re- enactment thereof save to the extent necessary to give effect to the provisions of this Clause.
           The arbitration shall be conducted in accordance with the Arbitration Rules of the Singapore Chamber of Maritime                        Arbitration (SCMA) current at the time when the arbitration proceedings are commenced.

11.3. Notwithstanding clause 11.1 and 11.2, the Carrier may at its sole option elect that these Credit Terms and the Credit                     Contract shall be subject to (i) the law and jurisdiction of a competent court at the Customer’s principal place of                             business, or that of any of its Affiliate or Freight Agent, or (ii) the law at the Customer’s principal place of business, or                   that of any of its Affiliate or Freight Agent, and arbitration in accordance with such law. The Customer hereby                                   irrevocably (i) submits to the non-exclusive jurisdiction of the courts at the Customer’s principal place of business or                   that of any of its Affiliate or Freight Agent, and (ii) waives any objection or claim that proceedings, if brought in such                     courts, have been brought in an inconvenient forum.

11.4. The rights and remedies available to the Carrier under these Credit Terms are cumulative and are in addition to every                 other right and remedy to which it is entitled under law, equity and the Contracts of Carriage.

12. THIRD PARTY RIGHTS

12.1. The Carrier’s affiliates, associates, agents and employees (“Relevant Third Parties”) shall have the benefit of these                         Credit Terms as they apply to the Carrier. The Carrier enters into the Credit Contract on its own behalf, and as agent and             trustee for the Relevant Third Parties.

12.2. To the extent that clause 12.1 is not effective to give such benefit to any Relevant Third Party, such Relevant Third Party             may enforce such provisions in its own name pursuant to the Contracts (Rights of Third Parties) (Cap 53B) or other                       equivalent law. To the extent permitted under these Credit Terms, the Credit Contract may be varied or rescinded                         without the consent of any Relevant Third Party.