GENERAL TERMS AND CONDITIONS for postal shipments in excess of 5,000 pieces DEUTSCHE POST SELEKT MAIL Nederland CV, hereafter: “DHL Global Mail”

July 2008.

Filed with the Chamber of Commerce in Utrecht under number 30184216.

The offer, order confirmation and agreement are based on the information that is provided by the commissioning party to DHL Global Mail. If this information proves incorrect, DHL Global Mail reserves the right to dissolve the agreement or demand its fulfilment based on correct information or change it with retrospective effect.
An agreement is concluded through:

the written or verbal acceptance of the order by DHL Global Mail and/or;
the collection of the postal items as a result of an order given by DHL Global Mail to a third party and/or;
the acceptance of the postal items at DHL Global Mail’s handover location.

These General Terms and Conditions of DHL Global Mail provide for the conditions under which the services offered DHL Global Mail regarding facilitating, managing, controlling and coordinating activities that relate to collecting, delivering and returning postal items in the Netherlands as well as all other associated logistical activities in the widest sense of the words are performed by order of and chargeable to the account of the commissioning party.
All orders are only performed under the following conditions, unless expressly otherwise agreed and confirmed in writing by DHL Global Mail. Insofar as work is performed in a manner other than stipulated in these conditions, the General Terms and Conditions of DHL Global Mail also apply.

Postal items that are handed over to DHL Global Mail for servicing must at least have the following characteristics:

the dimensions of each individual postal item are maximum 38 x 26.5 x 3.2 cm;
the postal items individually are of manageable size;
each postal item weighs a maximum of 2,000 grams;
all postal items are clearly marked with a legible name, street and house number or PO Box number, postal code and city/town;
all postal items are provided with an address label on which the DHL Global Mail bundle information is printed. This relates to the SMN label, the fulfilment label and the PO box delivery label (if applicable);
no clearly legible official indicia of TPG Post may be present on the postal items;
DHL Global Mail is entitled to examine the contents of any undeliverable, unsealed postal items, though only in order to be able to determine the address of the commissioning party or party to which the post is addressed or to be able to determine the compensation owed for delivery. Sealed postal items that are deemed undeliverable in the context of delivery and cannot be returned to the commissioning party will only be opened on orders of the subdistrict court in The Hague in order to examine the content of the postal item insofar as necessary to determine the address of the commissioning party or party to which the post is addressed. DHL Global Mail will at all times respect and act in accordance with the privacy of correspondence stipulated by the Constitution.

The commissioning party’s data file must at all times be enriched with DHL Global Mail data and sorted pursuant to DHL Global Mail instructions.
The commissioning party (or a third party on its behalf) is responsible for the actual enrichment and sorting of the data file using the “Bundelwijzer” sort program (https://www.bundelwijzer.nl).
Global Mail will make no use of data from the commissioning party’s data file other than for the operational bundle and planning process or the performance of quality measurement purposes.
The “Bundelwijzer” generates a session form after the acceptance of the enriched and sorted data file. The data on this form must always be consistent with the physical shipment. If there are deviations, the data file must be changed and a new session form must be generated.
The session form must be handed over to DHL Global Mail upon handover of the physical postal items. As soon as one of the session numbers has been delivered complete, DHL Global Mail reserves the right to process and deliver it.

Postal items must be packaged in sequence and in bundles as indicated by “Bundelwijzer”.
The maximum weight of a bundle may never exceed the number of kilograms as indicated with regard to the bundling sequence in the “Bundelwijzer.”
If pallets or wheeled bins are used, each bundle must be bound. This binding must be strong and manageable. The binding may not obstruct the legibility of the address.
Each transport unit must be provided with a pallet card generated by “Bundelwijzer” which indicates exactly what is contained in the transport unit.
The pre-sorting must be effected pursuant to the instructions in “Bundelwijzer”.

The postal items must be handed over to DHL Global Mail before 2 pm on Monday for delivery on Thursday. For delivery on Tuesday, the postal items must be handed over before 2 pm on Thursday. Deviations from this are possible in mutual consultation and must be set down in writing.
If it is agreed that DHL Global Mail will collect the postal items, they must be ready for pick-up by 9 am Monday at the latest for delivery on Thursday, and by 9 am Thursday at the latest for delivery on Tuesday.
Upon handover, the commissioning party must provide DHL Global Mail with a sample copy of the postal item.

Transport costs are charged if it is agreed that DHL Global Mail will collect the postal items from an agreed place.
DHL Global Mail reserves the right to charge a fuel surcharge if there is a strong rise in fuel costs. ADD FUEL REFERENCE IN ORDER TO BE UNAMBIGUOUS.

DHL Global Mail can refuse or suspend its service and transport by third parties without giving a reason if:

the shipments/postal items deviate from the weights and numbers stated in the offer and/or order confirmation and/or;
the shipments/postal items do not satisfy the characteristics referred to in article 3 and/or;
the shipments/postal items do not satisfy the conditions regarding file processing, physical bundling and handover or a deviation from these conditions has not been explicitly specified in writing.

The commissioning party will receive information on undeliverable postal items digitally, standard and free of charge, as long as the address quality in the file is at least 99.9%. The address quality is ascertained on the basis of an audit by DHL Global Mail.
This takes place approximately 3 weeks after sending. It is also possible to have the undeliverable items physically returned to the commissioning party. Compensation is charged for this however. DHL Global Mail can accept no liability for items returned by a party other than DHL Global Mail.

All tariffs are excluding VAT, unless otherwise explicitly stated, and based on the volumes agreed between the parties. If the commissioning party should fail to comply with the volume agreements, DHL Global Mail is entitled to adjust the tariffs.
Unless otherwise explicitly agreed in writing, DHL Global Mail will annually adjust the tariffs in January in accordance with the NEA index figure for the "Ontwikkeling Kostenniveau Binnenlands Vrachtautovervoer" (Domestic Lorry Transport Cost Level Development), including the congestion surcharge in the finely-meshed and general distribution sectors for the following twelve months. The index figure is announced before or on 1 December in the year preceding the introduction of the tariff indexation.
A sector-wide scheme has been started for the processing of returned postal items deposited by recipients in post boxes on the street . Participation in this scheme applies for all volumes delivered by alternative post deliverers. The costs for this scheme are charged to the sender on a piece-by-piece basis. To receive items from TPG Post by return, the return address must be clearly recognisable on the upper left corner of the front of the postal item or in the centre of the upper half of the back of the postal item. If these conditions are not satisfied, the post will not be returned.

Invoicing is effected based on the postal code file received by DHL Global Mail, unless forced by circumstances and otherwise agreed after consultation with the commissioning party and confirmed in writing or by email or fax.
Invoicing is effected after receipt of the postal items at the central sorting centre of DHL Global Mail.
Unless another payment term is explicitly agreed in writing, the whole invoice amount must be paid within 14 days after invoice date.
If the commissioning party has not paid the invoice by the payment deadline stipulated for him, the commissioning party is in default without further notice of default being necessary.
In the case of default, (provisional) moratorium on payment or bankruptcy on the part of the commissioning party, all amounts owed by the commissioning party to DHL Global Mail are forthwith fully due and payable, without any demand for payment or notice of default being required.
For orders where the credit stipulated by DHL Global Mail is or will be exceeded, the commissioning party will at the first request provide sufficient security in the form of a bank guarantee, deposit or advance payment.
The commissioning party is not authorised to suspend and/or offset its obligations towards DHL Global Mail.

DHL Global Mail is not liable for any printing, spelling or counting errors or ambiguities in offers and order confirmations it Issues, nor for such in those issued by its commissioning party or a third party, nor for the consequences thereof.
Goods are transported at the risk of the commissioning party. Delays in the transport facilitated by DHL Global Mail caused by force majeure are at the expense of the commissioning party.
DHL Global Mail is responsible for the postal items from the moment that the postal items are handed over to the sorting centre, or collected, and the commissioning party has signed a waybill with specifications, until the moment that the postal items are delivered to the address. Questions about individual postal items are never processed.
DHL Global Mail bears no liability for any damage, however called and caused by whatever reason, other than resulting from intent or gross negligence on the part of DHL Global Mail, and in such case limited to a maximum of the amount to be invoiced by DHL Global Mail for work performed or a proportionate part thereof. DHL Global Mail is never liable for any indirect damage to the commissioning party or third parties, including consequential damage, indirect damage or trading loss.
A postal item is deemed to have no value unless the commissioning party satisfactorily demonstrates otherwise. In the latter case the liability of DHL Global Mail is limited to the value of the postal items, determined in accordance with the provisions of article 8:1103 of the Netherlands Civil Code, on the understanding that DHL Global Mail is not liable in excess of an amount as referred to in and determined on the basis of article 8:1105 of the Netherlands Civil Code.
A request for compensation of damage suffered must be reported to DHL Global Mail as soon as possible, but at the latest 30 days after the post shipment was handed over for delivery, the delay, the loss or the damage to the post shipment. The commissioning party is required to provide DHL Global Mail with whatever information necessary for the investigation into the damage.
The commissioning party is liable to DHL Global Mail for damage that is the result of a cause that can be attributed to him, that is caused by his order to persons in the service of DHL Global Mail and/or one of its executing parties, that is caused to equipment of DHL Global Mail and/or executing parties or to other shipments, in the last case limited to the amounts that DHL Global Mail is obliged to pay third parties by virtue of its liability according to the law.
The General Transport Conditions 2002 (most recent version) apply to all the activities of DHL Global Mail. These conditions will be sent at first request.

The General Terms and Conditions can be changed by DHL Global Mail and the commissioning party will simultaneously accept such changes with due observance of the provisions of this article. Changes take effect 1 month after their announcement. Changes to the tariffs referred to in article 10 take effect 14 days after their announcement.

Dutch law applies to all the activities of DHL Global Mail.
Disputes will in the first instance only be presented to the competent court in Utrecht, the Netherlands.