Freight Forwarding Services Agreement

1. Subject of the Agreement

1.1The Forwarder on the basis of the Customer's application according to Appendix No.1 hereto shall undertake obligations to organize forwarding services of cargo transportation by rail, road, sea and other means of transport (hereinafter referred to as means of transport) on intra-republican and/or international communications, and the Customer shall accept and pay for these Services within the term according to the terms and conditions of this Agreement.

1.2In order to fulfill its obligations under this Agreement, the Forwarder shall have the right to conclude relevant transportation/service Agreements with third parties without the Customer's consent. Assignment of fulfillment of obligations under this Agreement to a third party shall not release the Forwarder from the responsibility to the Customer for fulfillment of this Agreement.

1.3The cost of Services shall be calculated for each shipment of cargo along the main routes, the amounts of fees, rates and other expenses shall be regulated by the Parties according to the annexes being an integral part of this Agreement.

1.4Services under the Agreement shall be rendered in accordance with this Agreement, in accordance with the procedure stipulated by the current international norms (depending on the type of transportation) and the legislation of the Republic of Kazakhstan.

1.5When performing multimodal (mixed) transportation of goods the Forwarder at its own discretion issues a forwarding receipt or issues a through (multimodal) bill of lading replacing the forwarding receipt.

1.6Within the framework of this Agreement the Forwarder is entitled to render additional services specified in the Customer's Application, and the Customer undertakes to accept and pay for the rendered Services according to the procedure and on the terms and conditions stipulated by this Agreement.

2. Rights and obligations of the Forwarder

2.1The Forwarder undertakes to:

2.2To render services to the Customer qualitatively and fully in accordance with the Application and the terms and conditions of this Agreement.

2.3Not later than 3 working days after receipt of the Application from the Customer with the terms and conditions stipulated in Appendix No. 1, the Forwarder shall send its consent or justified refusal. If there is no reply within the set term, it shall be considered a refusal. Upon acceptance of the Customer's Application, the Forwarder shall certify and send the Price negotiation protocol. The Customer signs, seals and sends a scanned copy within 3 working days.

2.4Provide technically serviceable vehicles. The fact of loading by the Customer confirms his acceptance of these vehicles, which are technically and commercially serviceable.

2.5After receiving confirmation of the funds being credited to the Forwarder's account for the services, send the Customer instructions and/or a telegram regarding the procedure for completing railway transport consignment notes, specifically in terms of consignment note documentation.

2.6Send instructions and/or telegrams to the departure and/or destination stations confirming the payment for the transportation of goods within the territory of the Republic of Kazakhstan.

2.7In the case of container transportation, by mutual agreement of the Parties, organize the delivery of an empty container by rail. If the Customer handles loading/unloading at a transit port, arrange the delivery of an empty container to the loading location.

2.8Provide, upon the Customer's request, information on the location and progress of the transportation vehicle along the route via telephone or email communication (excluding maritime transport).

2.9Inform the Customer about any circumstances hindering the performance of this Agreement or causing its impossibility of execution.

2.10Coordinate with the Customer the processing of shipping documents no later than 3 calendar days before the commencement of the Services. In the case of maritime transport, organize the issuance of maritime documents (bills of lading) and their dispatch in accordance with the Customer's instructions.

2.11Inform the Customer about any changes affecting the approved cost of the Services within 3 (three) working days from the moment of receiving such information from the providers of any services directly related to the Customer's Service. The cost of the Services is subject to change and mutual reimbursement in strict accordance with the current legislation and this Agreement.

2.12Upon completion of the services, provide the Customer with scanned copies of the Act of Completed Works (Services) and the appendix to the Act of Completed Works (Services) to the Customer's email address. The originals are sent by registered mail, express mail, or handed over in person.

2.13Within 3 working days from the date of approval of the Customer's request, issue an invoice for the advance payment for the provision of Services.

2.14The Forwarder is entitled to:

2.15To suspend the execution or refuse to execute the agreed request in the following cases:

2.16Non-provision of information by the Customer necessary for the execution of the Agreement;

2.17Untimely or incomplete payment for the services (invoices) of the Forwarder within the specified terms under this Agreement;

2.18Insufficient current balance on the Customer's account to cover the payment for the Forwarder's services according to the agreed requests;

2.19Declaration by competent authorities of conventional prohibitions on the transportation of goods and empty wagons in the directions specified in the agreed requests;

2.20In other cases explicitly provided for in this Agreement.

2.21The suspension of the execution of the request is carried out until the necessary information is provided, the moment of payment for the services, or the cancellation of the conventional prohibition on the transportation of goods on the respective routes. Such suspension of the request execution is not considered a failure by the Forwarder to fulfill its obligations and does not entail its liability. The Forwarder informs the Customer about the suspension of the request via telephone or electronic communication.

2.22The Forwarder reserves the right to recall transportation vehicles in the following cases:

2.23if the Customer has not ensured loading and customs clearance within the agreed period of time, from the moment of vehicle delivery;

2.24If the loaded cargo does not correspond to the information provided in the consignment note;

2.25if loading is carried out in violation of loading safety rules and regulations;

2.26if the cargo is packed improperly or there is damage to the packaging.

2.27To deviate from the Customer's instructions, if under the circumstances of the case it is necessary for the protection of the Customer's interests and the Forwarder could not request the latter in advance or did not receive a timely response to his request. In this case the Forwarder shall notify the Customer of the deviations as soon as such notification is possible.

2.28To demand from the Customer timely and full payment for the services/works provided by the Forwarder under this Agreement.

2.29Based on the Customer's interests, choose or modify the type of transport, the route of cargo transportation, the sequence of transporting the cargo by various modes of transport, carriers of the cargo, and determine the conditions of the concluded cargo transportation agreements. In doing so, the Forwarder promptly informs the Customer of all changes made in accordance with this provision.

2.30Demand a corresponding change in the transportation cost if the characteristics of the cargo differ from those specified by the Customer in the request.

2.31To retain the cargo under its control until the Customer fully settles the outstanding debt with the Forwarder or provides adequate security for the fulfillment of its payment obligations towards the Forwarder. In this case, the Customer also covers the expenses associated with the retention of the cargo. The Customer bears responsibility for any damage to the cargo resulting from its retention by the Forwarder due to outstanding payments for the Forwarder's services.

2.32Review the tariffs for the provision of services under this Agreement in the event of a currency exchange rate difference exceeding 2%.

2.33To adjust the cost of services in the event of changes by other participants in the transportation process to their rates/tariffs, provided that the Customer is notified of the changes in rates for transport and forwarding services for the Customer's goods within 3 (three) working days from the receipt of the corresponding notification from other participants in the transportation process.

2.34Act as the representative of the Customer on all matters related to the performance of the Forwarder's obligations under the Agreement, in all institutions and organizations, regardless of their organizational and legal form and departmental affiliation, including customs and other authorities, as well as in dealings with individuals, acting on behalf of both the Customer and on its own behalf. For this purpose, the Forwarder is specifically authorized to make inquiries, submit applications and other documents (including customs declarations, register the Customer as a participant in foreign economic activity), receive and forward written explanations, make changes and additions to documents, sign, request and obtain various documents, declare goods to customs, participate in customs inspections, transport goods under customs control, receive and distribute cargo in the warehouse, etc. Payment of all customs duties to the customs authorities is directly ensured by the Customer.

2.35In case of the Customer's failure to fulfill the obligation to provide powers of attorney necessary for the provision of services under the Agreement, the Forwarder is entitled to suspend the performance of its obligations under the Agreement until confirmation of the representative authority of the Customer's (or its counterparty's) representative is received. In a situation where the power of attorney is not in possession of the recipient upon the delivery of the cargo, and within 2 hours after the delivery of the cargo, it is not provided, the Forwarder is entitled to deliver the cargo to a location convenient for it and store it there until confirmation of the representative authority is obtained. All associated expenses, including empty mileage, loading and unloading works, idle time, are to be paid by the Customer.

3. Rights and Obligations of the Customer

3.1The Customer undertakes:

3.2To provide, upon the Forwarder's request after the conclusion of the agreement, the necessary founding documents, including a certificate of residency (for non-residents).

3.3To complete and submit a request to the Forwarder in strict accordance with Appendix No. 1 to this Agreement (with full and correct filling of all specified sections) and within the specified deadlines and format.

3.4Within 3 (three) working days, to either approve the Protocol received from the Forwarder or notify in writing about the withdrawal of the request or disagreement with the terms of the Protocol.

3.5To provide the Forwarder with all necessary information in a timely manner for the provision of the service and to make full and timely payment for the services, regardless of the possible occurrence of an insurance event or other circumstances.

3.6To have a monthly GU-12 cargo transportation plan agreed upon with the Carrier for export and intra-republican shipments.

3.7Prior to the 15th day of each month, to coordinate with the Forwarder the plan for shipping cargo for the next month, including its volumes and dispatch deadlines.

3.8To reimburse the Forwarder for documented expenses that were necessary for the performance of its obligations under the Agreement, including penalty sanctions imposed on the Forwarder for failure to present the cargo for transportation, improper packaging, exceeding the volume, fees, etc.

3.9To pay any documented expenses incurred by the Forwarder as a result of inaccurate information provided by the Customer in the request. Additional expenses are the responsibility of the Customer and are paid by them in addition to all obligations stipulated in the Agreement.

3.10To ensure licensing, declaration, and obtaining official permits necessary for the export/import of cargo in accordance with the current legislation of the Republic of Kazakhstan and other states through the territories of which the transportation of cargo is carried out, to comply with the norms and rules established by border, customs, sanitary, and phytosanitary authorities.

3.11To provide the Forwarder with all necessary documents for pre-declaration of goods for the purpose of customs procedures at least 24 hours before approaching the border.

3.12To provide, before the commencement of transportation, all necessary documents, including invoices, licenses, Agreements, customs declarations, certificates of quantity and quality, instructions for appropriate processing, transportation, and storage of the cargo, as well as for the preparation of cargo and customs documents. Provide documents necessary for customs, sanitary, and other types of state control, powers of attorney from shippers and consignees, and other documents necessary for the Forwarder to fulfill its obligations. The Customer is obliged to pre-coordinate with the Forwarder the import of containers requiring special transport, processing, or the use of special transshipment and/or transportation technologies. In case of the Customer's failure to fulfill the obligations specified in this clause of the Agreement, the Forwarder has the right not to start fulfilling its obligations under the Agreement.

3.13At its own expense and efforts, or with the involvement of third parties under separate agreements, to ensure the loading, unloading, washing after unloading of non-grain cargoes, cleaning from residues, stickers, as well as washing after unloading of all types of cargoes. If necessary, perform washing, steaming, and disinfection in cases provided by the Rules for cleaning and washing wagons and containers after unloading all types of cargoes, deliver and clean the wagons on non-public railway tracks, as well as keep the wagons on public and non-public tracks.

3.14Based on the railway bill of lading or additional written instructions from the Forwarder, to arrange for the return of an empty container/wagon to the specified warehouse (terminal, station) at its own expense and efforts, within the specified deadlines, in proper condition, clean both internally and externally, and without damage. In case the empty container is returned at the expense of the Forwarder, the Customer undertakes to pay for such service to the Forwarder within 3 (three) days based on the issued invoice.

3.15Within one day after the completion of transportation, the Customer is obliged to send to the Forwarder copies of the processed documents and detailed and accurate shipping information corresponding to the data specified in the request, as well as copies of railway bills of lading and sea bills of lading. The information is required for the preparation of the work completion report. The documents and information should be provided in scanned format to the Forwarder's email address.

3.16Additionally, after the completion of shipment, the Customer provides the Forwarder with copies of railway bills of lading and sea bills of lading.

3.17Within a period not later than 30 calendar days from the date of completing the work (rendered services) report (Form R-1), the Customer is obligated to provide the Forwarder with the following documents:

3.18A copy of the Agreement (agreement) of the Customer related to the foreign trade transaction with the transported goods;

3.19A copy of the Declaration on the import of goods and payment of indirect taxes (Appendix No.1 to the Protocol on the exchange of information in electronic form between the tax authorities of the member states of the Customs Union on the amounts of paid indirect taxes) with the registration mark of the Declaration submitted to the tax authority;

3.20Copies of transport (waybill, railway bill of lading (SMGS)), shipping or other documents confirming the movement of goods, specifically the export of goods beyond the territory of the Republic of Kazakhstan or the import of goods into the territory of the Republic of Kazakhstan, with the customs authority stamp, indicating the names and codes of the dispatching stations of goods, the names and codes of the Russian border and/or port railway stations of entry and exit, and the names and codes of the destination stations of goods.

3.21In the case of international cargo transportation, as well as the transportation of export-import and transit goods, and processed products, the Customer is obliged, within 90 days from the moment of placing the goods under the relevant customs procedures or from the moment of processing transport documents (depending on which of the specified dates occurs earlier), to provide the Forwarder with a package of documents certified by the Customer to confirm the justification of applying the zero VAT tax rate. The package of documents should comply with the requirements of the tax legislation of the Republic of Kazakhstan, namely copies of the following documents:

3.22а) for international transportation of goods, where the point of departure or point of destination of the cargo is located outside the territory of the Republic of Kazakhstan:

3.23copies of transportation, shipping and (or) other documents confirming the export of goods outside the territory of the Republic of Kazakhstan (import of goods into the territory of the Republic of Kazakhstan).

3.24When exporting goods outside the customs territory of the Customs Union (hereinafter - the Customs Union), including through the territory of a member state of the Customs Union, by sea or river vessel, mixed (river - sea) navigation vessel shall be additionally submitted:

3.25copy of the order for shipment of goods indicating the port of unloading and the mark "Loading is authorized" of the customs authority of the place of departure;

3.26copy of the bill of lading, sea waybill or any other document confirming the fact of acceptance of goods for transportation, in which the column "Port of unloading" indicates a place outside the customs territory of the Customs Union.

3.27When exporting goods from the territory of the Republic of Kazakhstan to the territory of a member state of the Customs Union or importing goods to the territory of the Republic of Kazakhstan from the territory of a member state of the Customs Union, if the Customer does not carry out a foreign economic transaction with the transported goods, a copy of the Customer's Agreement with a person who carries out a foreign economic transaction with the transported goods shall be submitted.

3.28b) for transportation of exported goods, provided that the point of departure and the point of destination are located in the territory of Kazakhstan:

3.29copies of transport, shipping and (or) other documents with marks of customs authorities, indicating the placement of goods under the customs procedure of export or indicating the placement of processed products exported outside the territory of the Republic of Kazakhstan under the customs transit procedure.

3.30When exporting goods by sea or river vessels, or vessels of mixed (river-sea) navigation, the following additional documents must be provided:

3.31a copy of the shipping order for the shipment of goods indicating the port of discharge and the customs authority of the destination with the endorsement "Loading allowed";

3.32a copy of the bill of lading, sea waybill, or any other document confirming the acceptance of the goods for transportation, where the "Port of Discharge" is indicated outside the territory of the Republic of Kazakhstan.

3.33b) In the provision of services directly related to the transportation of the Customer's goods placed under the customs procedure of customs transit during the transportation of foreign goods:

3.34Customs declaration (copy thereof) with stamps from the customs authority conducting the customs clearance for the export and/or import of goods, as well as the customs authority at the destination through which the goods were taken outside the territory of the Republic of Kazakhstan and/or brought into the territory of the Republic of Kazakhstan. The said declaration (or its copy) is to be provided in case of services directly related to the transportation (shipment) of goods placed under the customs procedure of customs transit during the transportation of foreign goods from the customs authority at the arrival point to the territory of the Republic of Kazakhstan to the customs authority at the departure point from the territory of the Republic of Kazakhstan.

3.35Copies of transport, accompanying, and/or other documents confirming the export of goods beyond the territory of the Republic of Kazakhstan and other territories under its jurisdiction (import of goods onto the territory of the Republic of Kazakhstan and other territories under its jurisdiction).

3.36When exporting the mentioned goods by sea through seaports to confirm the export of goods beyond the territory of the Republic of Kazakhstan and other territories under its jurisdiction, the following additional documents are provided:

3.37a copy of the shipping instructions for the export of goods, indicating the unloading port with the endorsement "Loading allowed" from the border customs of the Republic of Kazakhstan;

3.38a copy of the bill of lading, sea waybill, or any other document confirming the acceptance of the exported goods for transportation, indicating the "Port of Discharge" located beyond the territory of the Republic of Kazakhstan and other territories under its jurisdiction.

3.39In the event of changes to the tax legislation requirements, the document package may be subject to change, but this does not exempt the Customer from providing it in accordance with the current legislation. The document package is sent to the Freight Forwarder by mail with an inventory list or handed over under the signature of a responsible person. Copies of the documents must be stamped and signed by an authorized representative of the Customer. If the aforementioned documents are sent by the Customer to the Freight Forwarder using postal services, the date of fulfilling the Customer's obligation to hand over the documents to the Freight Forwarder shall be considered the date of receipt by the Freight Forwarder according to the postal stamp.

3.40In case of non-provision of the required documents within the specified timeframe, the Customer is obliged to reimburse the Forwarder the amount of VAT from the total cost of services related to the respective requests for which the documents have not been provided. For these requests, the application of the 0% VAT rate is not confirmed by the Customer. The reimbursement should be made based on the invoice issued by the Forwarder within 5 (five) banking days from the date of receiving the invoice. If all necessary documents are subsequently provided by the Customer, the Forwarder will refund the paid VAT to the Customer within 10 (ten) business days after the tax authorities confirm the Forwarder's right to reimbursement (offset) of VAT.

3.41Send notification to the Forwarder by email in case of refusal to accept and load freight cars/containers (hereinafter referred to as cars/containers) before the Forwarder sends the dispatch telegram to the respective railway station.

3.42Within 1 (one) day from the date of arrival at the loading station, inform the Forwarder in writing about the arrival of freight cars/containers that do not correspond to the conditions agreed upon by the Parties in the Customer's Request in terms of quantity and deadlines. In case of refusal of such cars/containers, the Forwarder disposes of them at their discretion. If the Customer accepts cars/containers whose quantity and terms do not correspond to the Customer's Request, the Customer independently bears the losses associated with this.

3.43Maintain the freight cars/containers and other vehicles being handled in a technically sound condition and prepare them for loading.

3.44Allow representatives of the Forwarder, sanitary supervision services and other state bodies controlling compliance with the legislation of the Republic of Kazakhstan and other norms concerning the order of their use and operation to access the railcars/containers.

3.45To independently bear all costs of payment of charges to the Carrier related to changes in the request for transportation.

3.46In the event that the Forwarder provides services related to the Customer's cargo after the transportation of the cargo, the Customer is obliged to ensure the accompaniment of the transported cargo to the Forwarder's address with a set of documents in the quantity and form established for the specific type of cargo by the legislative acts regulating foreign economic activity and transportation rules. This includes shipping documents, accompanying documents, certificates, sanitary-epidemiological conclusions, customs declarations, and other documents necessary for organizing the transportation of the respective type of cargo. The preparation of documents specified in this clause of the Agreement must be carried out by the Customer strictly in accordance with the Forwarder's instructions for the subsequent dispatch of containers through transshipment points. Non-compliance with this requirement, leading to the dispatch of containers on vehicles of other carriers, is considered unauthorized use of containers, resulting in the payment of a penalty in accordance with the terms of the Agreement.

3.47Use the railcars/containers and/or provided railway codes strictly in accordance with the terms of this Agreement, and exclusively along the routes (directions) approved by the Parties in the Requests to this Agreement and the corresponding Protocol.

3.48Before loading the arrived railcar/container, verify its suitability for transportation. In case it is found unsuitable and does not meet the requirements established by the Carrier, refuse to accept the presented railcar/container.

3.49Prior to termination of the Agreement, refrain from entering into relationships with third parties engaged by the Forwarder to fulfill its obligations under the Agreement.

3.50Provide the Forwarder with instructions regarding the transportation conditions of special cargo categories such as hazardous, fragile, inflammable, valuable, and other goods, the carriage of which must be carried out under special conditions. In the event that the Customer does not specify the special properties of the transported goods and does not provide specific instructions for their transportation, the Forwarder shall not be held responsible for damage or loss of such goods resulting from the failure to comply with special transportation conditions.

3.51Submit cargo for transportation that has undergone all necessary customs formalities in the country of origin, and independently and at its own expense, carry out all further customs procedures associated with the release of the cargo for domestic consumption in the destination country (excluding transit customs clearance on the agreed route specified in the application), ensure the payment of customs duties as stipulated by the customs legislation of the countries through which the cargo is being transported to/from/within.

3.52Ensure the loading and unloading of goods onto the transport vehicle provided by the Forwarder: within 2 days for a wagon, 50 days for transit use of a container, unless otherwise specified in the Price Protocol. Additionally, complete customs clearance of goods within 2 days from the arrival of the transport vehicle for loading/unloading.

3.53The time of wagons' presence at the loading/unloading station is calculated from the date of arrival at the destination station to the day of departure of the wagon(s) from the station in loaded/empty condition.

3.54Downtime of wagons/containers exceeding the specified period is calculated by the Parties in days, with incomplete days considered as full days.

3.55Exclude the use of wagons/containers as a storage space for goods. Otherwise, the Freight Forwarder has the right to impose a penalty of 42 (forty-two) US dollars per day, with incomplete days considered as full days.

3.56Upon the arrival of a wagon/container with cargo at the destination station exhibiting visible signs of damage/spoilage (such as a damaged floor, bent doors, broken fastenings, etc.), notify the Freight Forwarder in writing and also report to the destination station or warehouse for the preparation of a standardized report on the damaged container. In the event that it is determined that the cause of the wagon/container damage occurred due to the fault of the Customer or Shipper, the expenses for repairs shall be reimbursed by the Customer in full, in monetary equivalent, based on the issued invoice, within 5 (five) calendar days.

3.57Utilize wagons/containers in accordance with the Rules for the Transportation of Goods by Rail, technical operating norms established for the specific type of rolling stock, exclusively for their intended purpose, taking into account the special conditions of transportation, cargo and rolling stock preservation, traffic safety, fire and environmental safety, as well as international norms.

3.58Adhere to technical norms and conditions for loading, placement, and securing of cargoes, ensuring that the load does not exceed the carrying capacity of each wagon/container as indicated by the applied stencils.

3.59Additional conditions for the organization of transportation of import/transit goods:

3.60The Customer undertakes to ensure the labeling of containers with hazardous goods in accordance with the rules for transporting dangerous goods and provide the Freight Forwarder with the original Declaration of Dangerous Goods (in import shipments – a scanned copy) issued by one of the recognized organizations in the Republic of Kazakhstan. The Customer shall independently bear the expenses incurred due to improper container labeling. In the event of expenses incurred by the Freight Forwarder due to the improper labeling of the aforementioned containers by the Customer, the Customer is obligated to reimburse these expenses to the Freight Forwarder.

3.61To prevent potential delays in the transportation of hazardous/sensitive goods following the Direct Mixed Rail-Maritime waybill, at shipping ports, railway stations, or other agreed-upon places of departure, the Customer must ensure the transmission of all necessary shipping, accompanying, and other documents and certificates to the Freight Forwarder or the Forwarder's agent in the shipping port/railway station/place of departure or loading no later than 5 (five) working days before the arrival of the cargo in the port/on the railway station/other agreed-upon place of departure. These documents must be prepared in accordance with the requirements of state regulatory authorities, the Rules for the Maritime Transportation of Dangerous Goods (RMTDG), and the regulations of the port, railway, and/or maritime carrier.

3.62Regarding foreign trade goods and in accordance with the International Convention for the Safety of Life at Sea of 1974 (hereinafter referred to as SOLAS), the Customer is obligated to, within a timeframe mutually agreed upon in writing with the Freight Forwarder but in any case not later than 24 (twenty-four) hours before the planned date of the vessel's commencement of processing in the port, provide the Freight Forwarder with the following information:

3.63Verified Gross Mass (VGM) of the loaded container (weight of the cargo together with the container tare);

3.64Method of determining VGM (Method 1 or Method 2);

3.65Name of the company that determined the VGM;

3.66Individual who signed the VGM determination document (Full Name, Position).

3.67In the absence of VGM information within the scope and timeframe stipulated in clause 3.2.3, the Freight Forwarder may, at its discretion:

3.68Arrange, at its own expense, the weighing of the container with cargo at any of the companies duly authorized to verify VGM according to the current regulatory acts of the country of origin;

3.69Refuse to load the container onto the vessel and, at its own expense, organize the storage of the loaded container at the terminal of the departure port until the required VGM information is provided by the Customer.

3.70In the event of non-performance or improper performance of obligations by the Customer as stipulated in this Agreement, all losses incurred by the Freight Forwarder, as well as expenses incurred by the Freight Forwarder in performing necessary actions, shall be reimbursed by the Customer in accordance with the terms of the Agreement.

3.71After finalizing the transportation terms for containerized cargo, the Freight Forwarder (Forwarder's Agent) organizes the provision of technically sound empty containers to the loading location or issues them to the shipper at the specified shipping port, as indicated in the corresponding Appendix/Application to the Agreement. After loading, the container or transport vehicle is accepted by the Freight Forwarder for transportation in a sealed condition, sealed by the Customer or shipper, at an agreed-upon location in accordance with the Forwarder's (Forwarder's Agent) instructions. If, according to the terms of the agreed-upon request, the Freight Forwarder does not provide equipment for organizing the transportation, the Customer delivers the cargo in a sealed, serviceable container at an agreed-upon location in accordance with the Freight Forwarder's (Forwarder's Agent) instructions.

3.72The Customer is obligated to confirm readiness for acceptance or loading of the cargo at its warehouse, facilitate the entry of the Freight Forwarder's vehicles to the container loading/unloading location, independently and by its own means (unless otherwise specified in the confirmed request additionally) carry out the loading/unloading of containers, and supervise the conformity of the loaded goods to the specifications stated in the request.

3.73To avoid delays of import goods at entry border points, the Customer must, no later than 2 working days before the arrival of the cargo at the port or at the land border crossing, provide the Freight Forwarder with all necessary shipping, accompanying, and other documents and certificates prepared in accordance with the requirements of customs legislation and foreign trade Agreements.

3.74The Customer is required to provide the Freight Forwarder or its Agent with a copy (electronic copy) of the customs declaration, bearing the customs endorsements "release permitted"/"export permitted," within one day from the completion of customs clearance of the cargo at the port of unloading.

3.75Any notifications from the Customer regarding the correction of cargo documents (bills of lading) are accepted only from the shipper indicated in the corresponding field of the transportation document. In the event of receiving a notification of corrections to bills of lading from the shipper after the vessel has departed from the port of departure, the Customer incurs charges for changes in cargo documents according to each received notification. The charges are applied in accordance with the Freight Forwarder's tariffs or the terms related to the tariffs, unless otherwise agreed upon by the Parties. Documented expenses associated with customs procedures, issuance of additional supporting documents (telegrams), and/or changes in tariffs and carrier rates resulting from the correction of cargo documents are to be paid by the Customer according to the Freight Forwarder's invoice.

3.76The Freight Forwarder arranges the shipment of the cargo by railway from the port of unloading directly to the address of the Customer and/or the consignee specified in the Customer's request, provided that the Customer fulfills its obligations under the Agreement, including the payment of the Freight Forwarder's invoices and the submission of all original bills of lading (if issued) to the Freight Forwarder.

3.77Additional conditions for the organization of transportation of export/transit goods:

3.78The Customer must ensure the loading of all containers specified in the request within the established regulatory timeframe and return the loaded containers for further transportation according to the Freight Forwarder's/its agent's instructions. This process should include the mandatory signing of a bilateral transfer acceptance document between the representatives of the Customer and the Freight Forwarder/its agent on the actual transfer date. The transfer acceptance documents should be prepared, indicating the prefix/number and reflecting the technical condition of the containers. In the case where the Customer independently ships the cargo by rail, the railway bill is the document confirming the acceptance and transfer of the container with the cargo.

3.79Within three days after loading onto the vessel, the Freight Forwarder is obligated to provide the Customer with copies of bills of lading, indicating the container numbers, unless otherwise agreed upon by the Parties additionally.

3.80Notifications regarding corrections to bills of lading are accepted directly from the Customer or from any third party specified in the written instructions of the Customer. After the issuance of railway bills, any notifications regarding corrections to the railway bills are accepted only on behalf of the shipper indicated in the corresponding field of the railway bill. In the event that the Freight Forwarder receives a notification of corrections to bills of lading after the departure of the vessel from the port of departure, charges for changes in cargo documents are incurred according to each received notification, in accordance with the Freight Forwarder's tariffs, unless otherwise agreed upon by the Parties.

3.81The release of cargo to the Customer and/or consignee at the destination is carried out upon presentation to the Freight Forwarder or its Agent of the original bills of lading (if issued) or release issued by the Freight Forwarder. This is done after the complete payment by the Customer for the services and expenses of the Freight Forwarder and the payment by the consignee to the Freight Forwarder's agent of all local charges at the destination port, unless otherwise agreed upon separately by the Parties.

3.82In case of the Customer's failure to meet the conditions of clause 4.3.4 of the Agreement in a timely manner, the Customer is obligated to pay the Freight Forwarder documented expenses for the excessive use and storage of containers at the port of unloading (destination), not included in the Freight Forwarder's tariffs.

3.83The Customer has the right to:

3.84Demand proper execution of the Agreement from the Freight Forwarder.

3.85Refuse from this Agreement by notifying the Freight Forwarder of the refusal no later than 30 calendar days before the anticipated termination date of the Agreement. In this case, the Customer is obligated to pay the Freight Forwarder for the services provided until the termination of the Agreement, as well as reimburse the Freight Forwarder for the documented expenses incurred by it before the termination of the Agreement.

3.86Insure the cargo against all types of risks by approaching an insurance company at their discretion or with the assistance of the Freight Forwarder.

3.87At any time, monitor the progress and quality of services provided by the Freight Forwarder without interfering with its activities.

3.88Choose the route of cargo transportation and the mode of transport.

3.89Request information from the Freight Forwarder about the process of transporting the cargo.

4. Payment Procedure

4.1Unless otherwise specified in the Request (Appendix No. 1), payment for the services provided is made by the Customer through a 100% advance payment by transferring funds to the bank account of the Freight Forwarder specified in this Agreement within 3 (three) banking days from the date of issuing the invoice for payment. Payment is considered complete upon receipt of funds to the bank account of the Freight Forwarder. The date of completion of the service is the date of signing the Work Completion Certificate by the Parties.

4.2All banking expenses and transfer fees associated with the money transfer are borne by the party initiating the transfer.

4.3The currency of the Agreement and the payment currency is the US dollar.

4.4Contract amount: 10,000,000 (ten million) US dollars.

4.5After receiving all necessary documents, the Freight Forwarder, no later than the 20th day of the month following the reporting month, sends the Customer scanned copies of the Work Completion Certificate (services provided) to the email address. The originals are sent by mail or courier or handed over in person. The delivering party ensures the timely delivery of the documents.

4.6The Customer, within 3 (three) business days from the date of receiving the documents, shall sign them and forward them to the Freight Forwarder in case of no objections.

4.7If the Customer has any objections to the documents, the Customer shall notify the Freight Forwarder of discrepancies in the provided documents within the specified period.

4.8In case the cost of services exceeds the amount of the advance payment and the actual cost of the provided services, the Customer is obligated to make the payment of the difference between the prepaid amount and the actual cost of services according to the respective invoice from the Freight Forwarder within 3 (three) business days from the date of the invoice. In the event of a remaining balance in the Customer's account with the Freight Forwarder, the Freight Forwarder has the right to credit this balance for future services or refund it to the Customer within 15 (fifteen) business days upon receiving a written request from the Customer.

4.9The refund of funds by the Freight Forwarder is carried out after the signing of Work Completion Certificates and reconciliation statements by both parties for all previous periods.

4.10In case the Customer fails to return or returns the signed Act-R-1 to the Freight Forwarder untimely, according to the terms of the Agreement, the Customer is obliged to pay a penalty equal to 20% (twenty percent) of the cost of the services.

4.11In case of complete or partial refusal by the Customer from the declared volume of transportation, the amount paid as a prepayment is credited towards the payment of future services by the Freight Forwarder under the Agreement, or, upon a written request from the Customer, is subject to refund to the Customer's bank account specified in this Agreement. In this case, the Customer bears the bank charges for the refund of the freight charges, including the charges of the correspondent bank.

4.12The remaining amounts of expense reimbursement are paid by the Customer based on the Forwarder's invoice through a one-time payment within three banking days from the arrival of the cargo at the destination point and the issuance of the invoice by the Forwarder.

4.13The Customer is obliged to pay the Forwarder all additional expenses, including fines, penalties, damages, and fees imposed by the Carrier, Suppliers, Operators, and third parties with whom the Forwarder has entered into Agreements on behalf of and to fulfill the Customer's Requests, related to the provision of services under this Agreement or arising from the Customer's failure to fulfill its obligations under this Agreement.

4.14In case the Forwarder incurs additional expenses due to incorrect information provided by the Customer, the Customer shall fully compensate them. In this situation, the Forwarder's remuneration is 10% of the total amount of expenses incurred by the Forwarder. If, due to the Customer's non-payment of any payments under this Agreement, the Forwarder incurs idle time or additional expenses in connection with the performance of this Agreement, such expenses are covered by the Customer based on the invoice issued within 3 banking days.

4.15In case of changes to the previously agreed route, exceeding weight, volume, dimensions, or additional mileage, the Customer shall pay the actual expenses incurred by the Forwarder, documented and confirmed.

5. Responsibility of the Parties

5.1The Parties are liable for non-performance or improper performance of their obligations under the Agreement in accordance with the current legislation of the Republic of Kazakhstan, up to the extent of documented actual damages, except as otherwise provided in this Agreement.

5.2The Forwarder is not responsible for the quality and quantity of the cargo transported in the vehicles provided to the Customer.

5.3In the event of loss or partial or complete damage to the cargo occurring during transportation, the Forwarder assists in compensating the Customer for the cost of the incurred material damage in accordance with applicable international transport conventions for international transportation and the legislation of the Republic of Kazakhstan for transportation within the territory of the Republic of Kazakhstan.

5.4The Forwarder is considered innocent if all the requirements for the performance of forwarding services are met and all measures have been taken to properly fulfill the obligations under this Agreement.

5.5The Forwarder is not liable for losses incurred by the Customer due to the Customer's failure to provide documents and information. The Forwarder is not responsible for non-performance or improper performance of its obligations if such non-performance is caused by the actions or inaction of the Customer.

5.6The Customer is responsible to the Forwarder for all actual damages or losses, expenses, costs, and official payments resulting from incorrect or incomplete information and instructions provided by the Customer, as well as from the transfer of goods by the Customer or any other person acting on behalf of the Customer, which caused the loss or damage to property, harm to the environment, or other types of damage.

5.7The Forwarder shall not be liable under the Agreement in the following cases:

5.8Introduction of conventional prohibitions on the shipment/reception of cargo by government authorities in the territory where the transportation takes place at specific stations/ports.

5.9Confiscation, expropriation, requisition, arrest, or destruction of the cargo upon the order of government authorities. In the event of such prohibitions, the Forwarder promptly informs the Customer thereof.

5.10The Forwarder is not liable to the Customer for the damage to the cargo delivered for transportation in improper packaging or without proper packaging. If the Customer accepts the cargo and does not establish the condition of the cargo for concealed defects or damages within the legally prescribed period, the cargo is considered accepted in proper condition, and the obligations of the Forwarder are deemed properly fulfilled.

5.11The Forwarder is not responsible for changes in the quality of the cargo due to natural causes associated with the transportation of the cargo, natural loss norms (drying, shaking, weathering, etc.), or errors in net weight measurement if the difference between the cargo weight determined at the point of departure/destination does not exceed the measurement error of the net weight of such cargo, as well as the natural loss rate of its weight established by the regulatory acts of the Republic of Kazakhstan.

5.12The Forwarder is not responsible for actions leading to vehicle delays due to the fault of the Customer. The Customer bears financial responsibility in the amount of the fine imposed on the Forwarder by the transport or other organization.

5.13The Forwarder is not liable in case the Customer refuses transportation after the Forwarder has taken any actions to fulfill the obligations under this Agreement. The Customer is obligated to compensate the Forwarder for all documented expenses related to the execution of the Customer's request.

5.14The Forwarder is not liable if the Customer entrusts the Forwarder with transporting hazardous, prohibited, or restricted cargo by road or rail without notifying the Forwarder. The Customer shall reimburse the Forwarder for all expenses related to the transfer and transportation of such cargo, and compensate the Forwarder for any damages incurred.

5.15The Customer is responsible for incidents related to the handling of hazardous cargo caused by the Customer. This includes the resolution of emergencies occurring during the handling of hazardous cargo, involving the services and authorities engaged in addressing the incident.

5.16For the violation of payment deadlines, the Forwarder has the right to impose a penalty on the Customer at a rate of 0.1% of the overdue amount for each day of delay.

5.17Demand payment of a fine from the Customer for the excessive use of a railcar/container in the amount of 42 (forty-two) US dollars, but not less than the amount of the Forwarder's liability to third parties.

5.18Losses incurred by the Forwarder are subject to full compensation regardless of any penalties or fines established by this Agreement.

5.19In case of unauthorized (non-coordinated with the Forwarder) use of the Forwarder's codes/under the Forwarder's codes for international/domestic (within the territory of the Republic of Kazakhstan) transportation of goods, the Customer undertakes to reimburse the Forwarder within 3 (Three) banking days from the date of invoice via electronic communication all expenses related to the execution of this transportation, including expenses for the payment of the railway tariff, a penalty of 10 (Ten) % of the amount debited from the Forwarder's account for the execution of this transportation, and all expenses related to additional fees and delays.

5.20The Customer bears full financial responsibility for the preservation of Wagons/containers and other vehicles during loading and unloading operations, as well as for damage in transit that occurred due to the Customer's violation of the General Rules for the Carriage of Goods. In the event of harm (damage) to the provided wagons/containers and other vehicles, the Customer must reimburse the Forwarder for all expenses related to the repair of wagons/containers and other vehicles, including their transportation to the repair location and to the dispatch station.

5.21In the event of damage to Wagons/containers caused by the Customer (or third parties authorized by the Customer, such as the shipper or consignee), including as a result of the Customer's breach of obligations stipulated in this Agreement, the Customer is obligated to repair it at their own expense or pay the Forwarder the repair cost as per invoices issued by the repair facility within 10 (ten) calendar days from the date of the invoice issued by the Forwarder. In the case of complete loss of Wagons/containers, the Customer must reimburse the Forwarder for the market value as of the date of loss.

5.22In case of delays in loading and unloading of goods in Wagons/containers on common and non-common use tracks caused by the Customer (or its shipper or consignee) and refusal to comply with the services agreed upon in the coordinated request, the Customer is liable to the extent of the Forwarder's liability to the owners of the Wagons/containers.

5.23Forwarder is not responsible for the losses incurred by the Customer due to the Customer's (or its shipper's, consignee's) failure to comply with the requirements of customs, tax, sanitary, and other government authorities of the countries where the transportation is carried out, and the fulfillment of which is directly imposed on the cargo owners.

5.24Neither party shall be liable for lost profits under this Agreement.

5.25In case of rejection or refusal to load a wagon/container arriving under the mutually agreed request at the loading station without the issuance of an Act by the railway administration, the Customer, at their own expense and effort, rectifies commercial and technical deficiencies.

5.26The Forwarder is not liable if the breach of wagon delivery deadlines, unsuitability of the provided wagons, delayed cargo delivery, shortages, loss of goods, etc., are caused by the actions (or inaction) of the Carrier or the Customer.

5.27In cases where the breach of the Forwarder's obligations, entering into a carriage Agreement on its behalf, is caused or could have been caused by the improper performance of the carriage Agreement by the carrier, the Forwarder is liable to the Customer based on the rules under which the respective carrier is accountable to the Forwarder. In this case, the Forwarder is obliged to compensate the Customer for actual damages resulting from loss, shortage, and damage (spoilage) of the goods after the carrier has received and considered the relevant claim.

5.28Forwarder shall not be held responsible for the loss, shortage, or damage (spoilage) of the cargo caused by the carrier, if the ability to make a claim to the carrier is lost due to the actions (inaction) of the Customer and/or consignee, including in the event of the consignee's failure to fulfill the legal requirements for receiving the cargo from the carrier.

5.29For the untimely return of an empty wagon/container and other transport means, the Forwarder reserves the right to invoice the Customer for all documented expenses incurred due to the violation of the conditions of this clause, or demand the Customer to pay a penalty of 42 (forty-two) US dollars per day for each wagon/container until the date of their arrival at the railway station specified by the Forwarder.

5.30If the Customer has not provided the Forwarder with written information regarding the special handling of the cargo submitted for transport and forwarding services, the Parties acknowledge that the cargo is accepted for transportation under normal conditions and does not require special conditions, the observance of which is mandatory when dealing with it. In this case, the Customer is responsible for any damage to the cargo, liability to third parties, and any harm caused by not providing special instructions for the transportation of the cargo, as well as information about the cargo's hazards.

5.31The Customer is also responsible to the Forwarder for all consequences resulting from the shipper/consignee's refusal of the cargo and must reimburse all documented expenses incurred due to the refusal of the cargo, regardless of the place, reasons, and timing of the refusal.

5.32The Forwarder, when providing services under this Agreement, is not obligated to organize the insurance of the cargo entrusted to them by the Customer.

5.33Upon a separate written request from the Customer, as part of providing services under the Agreement, the Forwarder may, for a fee and at the Customer's expense, organize insurance for the cargo entrusted to them by the Customer in favor of the specified Customer.

6. Confidentiality

6.1Neither Party shall be entitled to transfer its rights and obligations to a third Party under this Agreement without the written consent of the other Party.

6.2Each of the Parties shall take all necessary and effective measures to protect confidential information, at least ensuring the degree of protection used for its own information. Only employees of each of the Parties having a justified need for such information shall have the right of access to it, and each of the Parties shall impose on such employees the same obligations as it has under the Agreement.

6.3The respective Party shall be liable as provided by law for disclosure of Confidential Information, as well as for losses that may be caused to the other Party or third parties as a result of disclosure of Confidential Information or unauthorized use of Confidential Information.

7. Force majeure

7.1The Parties shall be released from liability for partial or full non-fulfillment of obligations under the Agreement, if such non-fulfillment was caused by force majeure - force majeure circumstances arising after conclusion of the Agreement as a result of events of extraordinary nature, which the Party could neither foresee nor prevent by reasonable measures.

7.2Force majeure circumstances include any events beyond the control of the parties, including but not limited to: military conflicts, catastrophes, natural disasters (floods, earthquakes, etc.), changes in legislation.

7.3The Party for which it becomes impossible to fulfill its obligations under this Agreement due to the occurrence of such obligations shall within 5 (five) business days from the date of force majeure notify the other Party in writing, presenting the conclusion of the competent authority of its country on the occurrence of force majeure. In this case the term of fulfillment of the obligation shall be postponed proportionally to the time during which the force majeure circumstances were in force.

7.4Failure to notify or untimely notification, as well as failure to confirm the fact of occurrence of force majeure circumstances deprives the Party of the right to refer to any of the above circumstances as a basis for exempting from liability for failure to fulfill obligations.

7.5If the force majeure circumstances continue for more than one month from the moment of their occurrence, either Party shall have the right to terminate this Agreement by notifying the other Party in writing at least 30 (thirty) calendar days prior to the date of the proposed termination, in which case neither Party shall be entitled to demand compensation by the other Party for losses incurred and penalties.

8. Resolution of disputes and disagreements

8.1In case of any disagreements and disputes arising in the performance of the Agreement, the Parties shall endeavor to settle them through negotiations and correspondence.

8.2All notices and other communications required or contemplated by this Agreement shall be in writing. All notices or communications shall be deemed to have been duly given if delivered personally, by courier to the address of the Party involved.

8.3The Party that received the claim is obliged to consider it in accordance with the procedure established by law from the moment of receipt and provide a response within 30 (thirty) calendar days from the moment of receipt of the claim in writing.

8.4All disputes and disagreements arising between the Parties under the Agreement shall be settled by negotiations.

8.5In case of impossibility to resolve disputes through negotiations, all disagreements arising from this Agreement shall be considered in court in Astana.

9. Final provisions

9.1The law applicable to the Agreement shall be the legislation of the Republic of Kazakhstan. If an international treaty ratified by the Republic of Kazakhstan establishes rules other than those contained in the legislation of the Republic of Kazakhstan, the rules of the said international treaty shall apply.

9.2This Agreement shall be executed in two copies, one for each Party in the Russian language, both copies shall have equal legal force.

9.3All annexes to this Agreement are its integral parts.

9.4The agreement comes into effect upon signing and remains valid until December 31, 2026.

9.5The agreement is considered automatically extended for each subsequent calendar year unless either party provides written notice of termination at least 30 (thirty) calendar days before the expiration of its term.

9.6In the event of a change in the legal address or banking details, the Parties are obligated to notify each other within a three-day period through email or fax communication, followed by the provision of originals within 5 days.

9.7All amendments and additions to the Agreement are made in writing and signed by authorized representatives of the Parties. For the sake of prompt issue resolution, the Agreement and related documents may be prepared, and correspondence may occur through electronic or facsimile means, in addition to exchanging correspondence on paper sent by mail or courier service by the Parties. Electronic (scanned) copies of documents are considered equivalent to originals until the Parties receive the original documents.

9.8The Agreement may be terminated by mutual agreement of the Parties or unilaterally at the initiative of one of the Parties in cases stipulated by the legislation of the Republic of Kazakhstan, provided that the other Party is duly notified in writing no later than one month before the anticipated termination date.

9.9Termination of the Agreement does not release the Parties from the obligations not fulfilled by the time of termination. The Agreement is considered terminated after the final settlement between the Parties has been completed.

ADDRESSES AND SIGNATURES OF THE PARTIES