BUSINESS TERMS

GENERAL PRINCIPLES OF CO – OPERATION.

1. Resolutions of these Regulations shall apply to all subjects participating in port and marine traffic in Batumi Container Terminal LLC, hereinafter on referred to as BICT.

2. Arrangements by the parties involved other than the resolutions in these Regulations shall be acceptable providing they are not contradictory to regulations in force and they do not disturb co – operation of the remaining participants in commercial traffic in BITC.

3. Resolutions of these Regulations concerning the customer shall be adequately applied to persons working on behalf of the customer or having any other business relation with him.

4. In case of contradiction of interests of the individual customers or in exceptional situations, which may influence the change of the way and date of performing the operation, after notifying the parties involved beforehand, the decisions of BICT Management are in force.

5. Participants in reloading and/or handling of containers/semi trailers, wagons, vehicles, general cargo or any other cargo, in BICT assume an obligation to plan operations ensuring efficient service of cargo, ships and land N based means of transport.

6. All participants assume an obligation to, within the terms determined by these regulations, provide the parties involved with information and documents essential to perform activities ordered

7. The basis for commercial settlement of all services offered by BICT constitute:

1. “BICT Standard Tariff”,

2. Commercial contracts and agreements concluded between parties as well as the proofs of their completion.

8. BICT requires bank guarantees or advanced payment before performing services.

9. Compensation of mutual liabilities is possible after BICT written approval the invoice/ debit note issued by the Customer. Until the approval the Customer is not released from an obligation to pay BICT invoice on time in the full amount resulting from the invoice.

10. The client requesting services to be performed by BICT shall pay for those services, unless both parties agree otherwise.

11. Every service performed by BICT shall result from either the appropriate client’s written work order or client’s data input into the BICT computer system.

12. Notices, requests and information regarding vessel, train or cargo operations must be provided in writing or by eNmail to relevant BICT personnel in Operations Department.

13. Detailed operational instructions on reporting and requesting services from BICT are described in separate document called Terminal Procedures.

14. The customer assumes an obligation to notify BICT of additional services and operations to be performed by other institutions and companies simultaneously with operations by BICT.

15. BICT reserves the right to change the plan of the operation.

16. For the containers/trailers coming in and going out, BICT shall perform an external assessment of their technical condition based on a visual examination of the side walls, without inspecting the contents, and shall confirm/update the seal numbers.

17. BICT may seal full container without seal discharged from the ship. All parties involved shall accept such seal.

18. The Customer covers all costs related to custom clearance procedures, including penalties.

19. In case BICT becomes aware about possibility of penalty from state authorities, which is related to cargo, has the right to demand payment of estimated amount for the penalty before releasing cargo from the terminal. Customer is obliged to cover fully BICT’s expenses related with such penalties. Customer gives BICT the right to hold the cargo or mean of transport until all is cleared and paid.

20. All cargo traffic at the BICT customs warehouse shall be subject to the supervision of Customs Office. All goods stored at the BICT shall be subject to the supervision of state Police Department.

21. The client (e.g. Agent or Forwarder) who store at BICT goods covered by a summary declaration, is obliged to finalize the formalities necessary for these goods to be assigned a customsNapproved destination, treatment or use within:

1. 90 days from the date on which the summary declaration is lodged in the case of goods carried by sea;

2. 65 days from the date on which the summary declaration is lodged in the case of goods carried otherwise than by sea.

After the above mentioned periods authorities may start relevant procedure on the basis of available records. The Client shall be liable for costs incurred by BICT and caused by extension of storage, as well for storage charges.

22. A delay in making payments by the client in favor of BICT or not obeying the provisions of these regulations entitles BICT to withdraw with an immediate effect from all additional agreements concluded between BICT and the client, and in addition to suspend receiving orders from the client or to abstain from performing next services for the client.

23. Any disputes resulting from concluding, interpreting or executing agreements between client and BICT shall be resolved according to the laws of the Republic of Georgia by a common court suitable for the registered office of BICT.

SERVICING OF SHIPS.

General principles.

1. BICT assigns berthing on the following rules:

1. first come first served,

2. operational requirements or BICT Management decisions, In any case vessel arriving to BICT must be ready for operations.

3. Vessel may claim priority berthing if schedule of arrivals for 6 months is presented and accepted by BICT. Changes to such schedule must be agreed with BICT otherwise the right for priority berthing is waived.

3. Ship’s cargo handling facilities, use of which may accelerate servicing of ship, should be in good technical condition confirmed with current certificate.

4. It is ship’s duty to open / close hatches and provide required amount of lashing equipment in good working order on site.

5. The customer assumes an obligation to notify BICT about any technical difficulties or deficiencies of the vessel, which may influence operations as soon as he knows it.

6. Any damages to the vessel or the cargo must be reported to BICT immediately, and not later than the end of the working shift when the damage occurred. Ship’s command shall present to BICT a written damage report. BICT is responsible for the damage only if the damage and its cause are clearly acknowledged by BICT on the said damage report. BICT reserves the right to call for an independent surveyor working on behalf of its insurer.

7. Ship’s command along with the agent should be immediately notified by BICT of damage done to cargo handling facilities belonging to BICT and caused by the ship.

8. BICT immediately notifies BSP, Batumi Harbor Master’s Office, ship’s command and its agent of identified damage done to the wharf and caused by the ship.

SHIP’S OPERATIONS.

1. The customer assumes an obligation to advise BICT of its ships arrival in the following manner:

1. WEEKLY ADVICE (ETA, initial information about cargo and other information concerning servicing of the ship);

2. DAILY ADVICE in advance of 36, 24, 12 N hours ( ETA and all relevant vessel’s call / cargo information )

BICT plans the operations based on the discharging/loading information included in 36 hrs notices. Any later changes must be accepted by BICT.

2. BICT in agreement with the customer plans servicing of the ship:

1. for Tuesday, Wednesday, Thursday, Friday – until 12.00 hrs the previous day

2. for Saturday, Sunday, Monday – until 12.00 hrs on Friday

3. Official holidays N until 12.00 hrs on preceding working day

3. Customer's cancellation of ship servicing plan:

1. Operations ordered for Tuesday, Wednesday, Thursday, Friday and Saturday – until 12.00 hrs the previous day

2. Operations ordered for Sunday and Monday – 12 hrs before shift starts.

4. CutNoff time for the cargo is 12 hours before the beginning of operations.

5. The customer assumes an obligation to submit to BICT all relevant documentation, paperwork and electronic files (including load / discharge list, manifest, stowage plan, etc.) not later then 12 hours before the beginning of ship operations.

6. In case of delayed arrival of the vessel or when the ship is unprepared for the planned service the customer bears the expenses of idle time.

7. BICT will allow onboard repairs performed by ship’s crew or third party companies, deliveries of goods and bunkers, if such repairs and/or services do not delay operations. In any case all onboard repairs and/or services must be agreed with BICT beforehand.

LAND – BASED OPERATIONS

Containers and general cargo

1. Full containers at the acceptance to BICT should have numerical seals whose construction, condition and installment ensures due safety and protection.

2. In case of identifying during storage/reception of containers trailers from BICT: lack, damage, discrepancies in technical condition, features or seals in comparison with the initial state, the parties agree on the way of settling the matter. Reception of container/semi trailer without the aboveNmentioned agreement releases BICT from responsibilities and consequences.

3. The customer should provide the BICT with a written consent by Batumi Harbour Master and Batumi Sea Port to reload and store dangerous cargo IMO classes: 1, 6.2 and 7 before delivery to BICT and container packing certificate at the time of delivery of any dangerous cargo to BICT, except tanks. Provisions of IMDG Code and “Safe Transport of Dangerous Cargoes and Related Activities in Port Areas” apply as to documentation and practice requirements for dangerous cargo.

4. BICT reserves the right to refuse to accept cargo whose condition raises serious doubts about the safety of storage (it also applies to the way of installing seals and closures).

5. In case of accepting damaged cargo or / and cargo's lack of markings of the cargo (weight, size, center of the gravity, hooking points, etc) the customer on request of BICT, is obliged to provide procedures of handling of a.m. cargo and / or provide missing details and markings.

6. The customer assumes an obligation to make a special service request (i.e. for stripping) until 18.00 hrs of the previous day.

7. Customer's cancellation or changes of servicing plan to be advised until 22.00 hrs of the previous day. Otherwise the customer assumes expenses of idle time for assigned workforce and equipment.

8. The lack of customer’s objection concerning execution of the order before the end of the working shift shall be treated by BICT as the confirmation of completing service without reservations.

Rail Operations

1. BICT organizes service of cargo on railcars based on the BICT planning, in coNoperation with Train Operator,

2. Train Operator has business relation clientNservice provider with BICT and organizes and is responsible for turnover of railcars and cargo on the terminal.

3. Train Operator further called customer assumes obligation to inform BICT of its trains arrival in the following manner:

1. WEEKLY ADVICE – ETA, initial information about cargo and railcars, other information relevant to train service,

2. DAILY ADVICE – detailed information about trains and cargo in advance of 36, 24 and 12 hrs.

BICT plans operations based on information included in 36 hrs notice. Any later changes must be accepted by BICT.

4. BICT in agreement with the customer plan servicing of the train:

1. for Tuesday, Wednesday, Thursday, Friday – until 12.00 hrs the previous day

2. for Saturday, Sunday, Monday – until 12.00 hrs on Friday

3. Officials holidays N until 12.00 hrs on preceding working day

5. Customer's cancellation of train servicing plan:

   1. Operations ordered for Tuesday, Wednesday, Thursday, Friday and Saturday – until 12.00 hrs the previous day,

   2. Operations ordered for Sunday and Monday – 12 hrs before shift starts.

6. CutNoff time for the cargo is 8 hours before operations starts.

7. In case of delayed arrival of the train or when the train is unprepared for the planned service the customer bears the expenses of idle time.

8. The customer assumes an obligation to submit to BICT all relevant documentation not later then 12 hours before the beginning of rail operations.

9. Cargo or railcars without proper information in Terminal Operating System will not be served.

10. BICT controls order and priority of rolling in or out of railcars, but is not responsible for theirs reception or delivery.

11. With introduction of these rules any traditional and/or customary understood service times for railcars are not valid anymore

THE RANGE OF RESPONSIBILITY.

BICT responsibilities.

1. BICT’s responsibility covers claims subject to direct damage caused by actions or lack of actions of BICT. BICT shall not be liable for any consequential damages or lost income suffered by client.

2. Claims for damage may not exceed the average value of damaged or missing cargo.

3. Cargo held by State Administration Authorities does not reduce claims by BICT to the client for storage of the cargo.

Exclusion of BICT’s liability:

1. In particular, BICT shall not be liable for:

2. damage and loss caused by Force Majeure, natural disasters or other forces, eventually resulting from strikes in BICT and /or contracting parties,

3. loss caused by untimely arrival of means of sea and/or land – based transport,

4. condition of cargo sensitive to weather conditions stored in BICT in the open air, on request or with consent of the customer,

5. damage or deficiency of cargo placed in a container/semi trailer, received from BICT with an original shipper seal eventually with a seal placed by the customer or an inspection company acting on the customer’s behalf, after completing ordered manipulation operations (taking samples, sanitary inspection, customs clearance, etc.),

6. damage or deficiencies of the content of a container/semi trailer submitted in export, in case of breaking/violating any of the shipper seals, the operator of the ship or Customs without violating other seals,

7. damage or deficiencies of the content of a container/semi trailer, in case of breaking/violating the shipper seals simultaneously not violating the seal placed during discharge on full containers/semi trailers in import,

8. damage caused by improper stowage or lashing of cargo inside a container/semi trailer (operation of loading outside BICT),

9. damages noted during storage or releasing of second hand cars stripped from the container

10. damage and deficiencies of cargo identified during partly emptying of a container/semi trailer from which an original seal placed by the customer or an inspection company acting on the customer’s behalf, eventually Customs House has been removed,

11. improper condition of parcels (damage of cargo and packages, deficiencies) specified in documents of acceptation and damage resulting from the situation,

12. damage whose identification requires a specialized technical inspection which has not been ordered by the customers,

13. technical condition of vehicles and their equipment if during the operation of accepting to BICT a detailed inspection and checking of equipment was not ordered

14. hidden technical failures of vehicles/cargo,

15. damage of vehicles or damage of cargo identified after reception without remarks from BICT,

16. consequences of incorrect or unsatisfactory information entered by the customer into the BICT information system and data contained in documents delivered by the customer as well as damage caused by their employees eventually by the persons entitled by the customer,

17. loss caused by delay of means of sea and/or landN based transport not caused by BICT gross negligence or willful misconduct.

18. damage of container/semi trailer or cargo which is not noticeable visually during the operation but are notified in the course of storing, the inspection of content, customs clearance or reception,

19. condition of the content and deficiencies in quantity and weight declared if the originality of the parcel/packaging/container has not been violated,

20. damage caused by natural properties (physical, chemical, etc.) of cargo.

FINAL PROVISIONS

1. In cases not regulated by the content hereof the binding laws shall be applied, in particular: Civil Code, Customs Code, normative acts regulating Customs procedures, Port Rules, IMDG Code.

2. This Regulation was prepared in English and translated into other languages. In case other language and English version of the Regulations or any of its appendices differ, the English version prevails.