General Conditions Freight Forwarder Revision February 2013

APPENDIX 2 GENERAL CONDITIONS PROJECT
TABLE OF CONTENT
Article1:
DEFINITIONS
Article2:
Article3 :
Article4:
Article5:
Article6:
Article7:
Article8:
Article9:
Article10:
Article11:
Article12:
Article13:
Article14:
Article15:
Article16:
Article17:
Article18:
Article19:
Article20:
Article21:
Article22:
Article23:
Article24:
Article25:
Article26:
Article27:
Article28:
SCOPE OF THE CONTRACT

4
CONTRACTUAL DOCUMENTS
5
OBLIGATION OF THE FORWARDER
5
INDEPENDENT CONTRACTOR RELATIONSHIP
5
PRICE
6
PAYMENT TERMS
6
INVOICING INSTRUCTIONS
7
QUANTITIES COVERED BY THE CONTRACT
8
PERFORMANCE OF THE SERVICES
8
OBLIGATION OF ALSTOM GRID
12
INSPECTION
12
PENALTIES
13
LIABILITY
14
INSURANCES
14
SUSPENSION
14
LOSS OF OR DAMAGES TO THE GOODS
14
PERFORMANCE BOND
15
CONFIDENTIALITY
15
FORCE MAJEURE
16
NOTIFICATION
16
TERMINATION
16
DURATION
17
COMPLIANCE WITH APPLICABLE RULES AND REGULATIONS 17
SUSTAINABLE DEVELOPMENT DECLARATION
17
APPLICABLE LAW
17
SETTLEMENT OF DISPUTES
17
MISCELLANEOUS
18
General Conditions for Freight Forwarder. Revision February 2013
Article 1:
DEFINITIONS
1.1. The following words, when used in the Contract, shall have the following
meanings except where the context otherwise indicates or requires,:
BAF: CAF:
Confidential Information:
Contract:
Contract Documents: Contract Price:
ETD:
ETS:
ETA:
ATA:
Final Destination: Final Client: shall mean Bunker Adjustment Factor for oil
surcharge.
shall mean Currency Adjustment Factor.
shall include, but shall not be limited to, all information whether written or oral, and
in any form including without limitation, documents data, know-how, results,
drawings, designs, plans, processes, specifications, methods, computer codes or
instructions, concepts, business studies, price lists, marketing and sales data, terms
of contracts and agreements with ALSTOM GRID's end-customers, contractors and
suppliers. Failure to mark any of the Confidential Information as confidential or
proprietary shall not affect its status as Confidential Information under the terms of
the Contract.
shall mean the Contract entered into between ALSTOM GRID and the Forwarder
constituted by the Contract Documents listed in the Form of Contract.
shall mean the document listed in the Form of Contract.
shall mean the remuneration defined in Appendix "Price Table" to be paid by
ALSTOM GRID to the Forwarder in consideration of the performance of the Services.
shall mean the estimated time of departure from the point of pick-up of the Goods
by the Forwarder or from the Forwarder's place of receipt of the Goods as instructed
by
ALSTOM GRID.
shall mean the estimated time of shipment from the port of loading.
shall mean the estimated time of arrival at the place of Final Destination.
shall mean the actual time of arrival ie the date indicated in delivery shipping
document signed by the Final Client at the Final Destination.
shall mean the place where the Goods have to be delivered as indicated in the
Special Conditions.
shall mean the company indicated by ALSTOM GRID as final client in the Special
Conditions.
Form of Contract Forwarder:

Goods:
Heavy Load: Method Statement:
Oversized cargo:
Services:
Site:
Subcontractor:
Special Equipment: Transit time:
shall mean the document entitled "Form of Contract".
shall mean the company providing the Services. The Forwarder shall either organise
and/or subcontract the safe and efficient performance of the Services and/ or
perform the Services himself.
shall mean all and any goods, titles or documents subject of the Contract.
shall mean an indivisible load from twenty-five (25) tons.
shall mean the document edited by the Forwarder and describing the means and
conditions of performance of the Services by the Forwarder, such as but not limited
to the methods, means, procedures, itineraries.
shall mean any cargo with a length of metres and/or a width of over three (3) height
of over three (3) meters.
over twelve (12) meters and/or a
shall mean all work and services performed or to be performed in relation with the
carriage (performed by single mode or multimodal transport means), consolidation,
storage, handling, packing or distribution of the Goods as well as ancillary and
advisory services in connection therewith, including but not limited to customs and
fiscal matters, declaration of Goods and collection of payment or documents
relating to the Goods. Such Services also include logistical services with modern
information and communication technology in connection with the carriage,
handling or storage of the Goods, and de facto total supply chain management. The
Services to be performed pursuant to this Contract are defined in the Special
Conditions.
shall mean the place(s) where the Goods shall be installed and where the Goods
shall be delivered as it may be specified in the Contract.
shall mean any persons or entity to whom execution of any part of the Services is
subcontracted directly by the Forwarder including their legal successors.
shall mean open top or flat rack containers or platform flat containers.
shall mean the time of completion of the Services as defined in the Appendix
"Transit Time".
1.2.
In this Contract, unless the context otherwise indicates or requires:
Words importing the singular shall include the plural and vice versa;
Headings and any underlining are for convenience only and do not affect the
interpretation of this Contract.
Article 2:
SCOPE OF THE CONTRACT
2.1 Unless otherwise expressly provided in the Special Conditions, the Forwarder
undertakes to perform the Services which may include to collect, take care of and
procure and/or organize the transport of the Goods or/and to perform the carriage,
handlings or storage of the Goods to the Final Destination pursuant and in
accordance with the terms and conditions of the Contract and in a suitable way and
route of transport with no interruption between the different means of transport.
2.2 The Forwarder's adherence to the agreed Transit Time is of the essence in the
Contract. Any single failure to meet the Transit Time shall be deemed to be a
material breach of the Contract and ALSTOM GRID shall be entitled to terminate the
Contract as provided in article 22 "TERMINATION".
Article 3:
CONTRACTUAL DOCUMENTS
The Contract is constituted of the documents listed in the Form of Contract.
Article 4:
OBLIGATION OF THE FORWARDER
4.1 The Forwarder while performing the Services has an obligation to achieve
results.
4.2 The Forwarder shall have full liberty as to the means, route and procedure to be
followed in the performance of the Services. Accordingly the Forwarder shall have
full liberty to perform the Services by his own means or to subcontract all or part of
the Services.
4.3. The Forwarder undertakes to provide ALSTOM GRID any information, technical
and logistics advice related to the performance of the Contract.
4.4 Upon execution of the Contract, the Forwarder is deemed to have received from
ALSTOM GRID all indications and information necessary to execute the Services.
Should any information provided by ALSTOM GRID be ambiguous, incomplete or
apparently contradictory, the Forwarder shall immediately inform ALSTOM GRID and
ask for clarification. If the Forwarder fails to request to additional information or
clarification, the Forwarder shall be deemed to have received all necessary
information to ensure the full and correct performance of the Services.
4.5. The Forwarder warrants that he is fully experienced, properly qualified,
equipped, organised and financed to perform the Services and is in possession of
necessary knowledge of the legal requirements and familiar with the business
practice to be observed or followed in the course of performance of the Contract,
and further
confirms that he is therefore capable of performing the Services in accordance with

the Contract and to the satisfaction of ALSTOM GRID.
4.6. The Forwarder confirms that prior to reaching an agreement as to the price
and the conditions of the Contract, he has:
Carefully and thoroughly studied and examined all Contract Documents;
Taken into due consideration and account all such conditions and aspects which
may in any way affect the Services, their costs and the Transit Time.
The Forwarder undertakes to complete the Services at the times specified according
to the provisions of this Contract. The Forwarder undertakes and is the sole
responsible for ensuring that the Goods arrive on the scheduled time in the place of
Final Destination as defined in Special Conditions.
The Forwarder undertakes to protect the interest of ALSTOM GRID in a diligent
manner. The Forwarder shall provide the Services by complying with all standards
and practices of the trade, whether he carries them out by himself or for whom he is
responsible including its subcontractors.
The Forwarder acknowledges and agrees acting in quality of "commissionaire de
transport" as defined by French laws.
The Forwarder undertakes to strictly comply with all ALSTOM EHS rules as detailed
in the form "Alstom EHS instructions to tenderers" which the Forwarder
acknowledges having received a copy.
All transport and handling equipment used during the course of the Services
handled by the Forwarder or his subcontractor's, including but not limited to ships,
lighters, trucks, trailers, girders, cranes, forklifts, jacking systems, stools and
beams, spreaders, slings, chains, shackles, gantries, pulleys, rollers, shall have valid
inspection certificates and test certificates. All these equipments shall be operated
by operators with valid license issued by appropriate regulatory/statutory
authorities. Employees or employees of third parties appointed by the Forwarder or
his subcontractor(s) shall wear proper PPE (Personal Protection Equipment) at any
time when present at Site. The Forwarder shall provide ALSTOM GRID upon request,
all necessary certificates and licenses.
Article 5:
INDEPENDENT CONTRACTOR RELATIONSHIP
The Forwarder hereby acknowledges that it is an independent contractor. Nothing in
this Contract shall constitute, be interpreted or construed to create any relationship
of agency, association, joint venture or partnership between the Parties or to
impose any partnership obligation or liability upon either Party. The Forwarder shall
not have any right, power or the authority or power to enter into any contract or
undertaking for, or act on behalf of, or to act as or be an agent or representative of,
or to otherwise bind ALSTOM GRID, unless agreed otherwise in writing.
5.1 The Forwarder acts as an independent contractor and is sole responsible for
owns actions, for the Subcontractors and any other third party service providers
that it appoints.
Article 6:
PRICE
6.1 The prices are defined in Appendix "Price Table" and are specified exclusive of
VAT. The Contract Price is firm and fixed and shall constitute the Forwarder sole
entitlement to compensation for its performance of the Services under the Contract.
The Contract Price shall not be subject to revision or increase as a result of increase
in the cost to Forwarder of the Services during the performance of the Contract
whether due to inflation or to any other reason except in the case provided in the
Contract.
Any additional service which is not included in the Contract has to be confirmed in
writing by ALSTOM GRID, before performance.
6.2 The cost for private and/or police escort, removal and replacement of
street/road furniture, overhead wires, survey / engineering study of bridges and/or
any structure, consolidations or reinforcements of bridge and /or any other
structure, even If not specifically mentioned in the Price Table, is deemed to be
included in the Contract Price.
6.3 The storage and demurrage costs in the port and/or airport such as provided in
the Appendix "Price Table" are firm and fixed for the duration of the Contract, except
in the cases where such costs are defined by governmental authorities. In such
cases, ALSTOM GRID may accept a price adjustment subject to presentation of
documentary evidences of such costs.
6.4 The Contract Prices for Heavy Loads are firm and fixed and include BAF, CAF and
any other applicable governmental or official surcharge. The Contract Price shall
remain applicable even in the event of change of dimensions and/or unit weight
except if such changes results in a change of one or more of the following points:
(a) Removal of street furniture and/or overhead obstacle,
(b) Strengthening or reinforcements of bridge and /or any other structure,
(c) Type of trailer and/or prime mover,
(d) Private or police escorts,
(e) Lifting and/or handling Goods,
(f) Itinerary.
In such cases, ALSTOM GRID may accept the price revision on a case by case basis
provided that such changes have an impact on the Contract Price.

6.5 In case of shipment of Heavy Loads with associated general cargo in part
chartered break bulk vessels, Sea Freight lump sums are firm and fixed within a limit
of more or less 5% of the total freight tons per shipment. Beyond this limit, the
Contract Price shall be adjusted in accordance with the provision of Appendix "Price
Table".
Article 7:
PAYMENT TERMS
7.1
Unless otherwise and agreed, all payments shall be made by bank transfer to
the Forwarder's designated bank account.
7.2. The Forwarder shall send an invoice per shipment along with all documents of
transport and any other required document in the Contract.
The payment shall be made:
a) For Units located in France:

For transport Services: not exceed thirty (30) days from the date of issue of the
invoice and the acceptance of the relevant invoice by ALSTOM GRID in accordance
with the provisions of article L 441-6 of the French Commercial
Code.
For other Services: not exceed sixty (60) days from the date of issue of the invoice
and the acceptance of the relevant invoice by ALSTOM GRID
If ALSTOM GRID fails to pay any sum due and payable, the Forwarder, by way of
exclusive remedy, shall be entitled to interest on the overdue amount, at the rate
equal to three times the French legal interest rate applicable at the time and by
overdue day.
b) For Units located in other countries: ninety (90) days from date of invoice.
The date of receipt of the invoice by ALSTOM GRID shall not exceed five (5) days
from the date of issuance of the invoice. In the event the invoice is not received by
ALSTOM GRID within the said time frame, ALSTOM GRID is entitled to return the
invoice to Forwarder in order to correct the date and the payment terms shall start
again.
7.3. The storage cost and demurrage costs inside the port and/or airport shall be
invoiced to ALSTOM GRID beyond the free time period such as stated in Appendix
"Price Table" only in the event that delay is attributable to ALSTOM GRID and
subject to presentation of documentary evidences of payment by the Forwarder.
7.5 No payment made herein shall be deemed to indicate ALSTOM GRID's
acceptance, approval, consent or satisfaction of Services. No payment shall in any
way derogate from the Forwarder's obligation to ALSTOM GRID under the Contract
nor shall it derogate from its faithful accomplishment of the Services in accordance
with the Contract.
7.6 The Forwarder hereby acknowledges having read and having full knowledge of
the Charter for Sustainable Development and the Code of Ethics set out by ALSTOM
GRID and the last updated versions of which are available on the ALSTOM GRID web
site at the following address www.alstom.com on the date hereof, and undertakes to
comply with their provisions, and to ensure, when applicable, that each entity of the
group it belongs to and any subcontractors and sub-suppliers comply with such
provisions. The Forwarder warrants that it has not directly or indirectly paid any
commission, fees or granted any rebates to any third party, employees of ALSTOM
GRID, or made any gifts, entertainment or any other non-monetary favours or other
arrangements.
Article 8:
INVOICING INSTRUCTIONS
The invoicing instructions are provided in the special conditions.
Article 9:
QUANTITIES COVERED BY THE CONTRACT
9.1. Dimensions, weights and quantities shown in the packing list made out at time
of call for tender and/or mentioned and/or advised in the Special Conditions are
provisional.
9.2. Even if final dimensions, weights and quantities are different from the
provisional ones as defined in article 8.1, the Forwarder shall ship the Goods without
prejudice to the conditions of the Contract and the Contract Price shall be calculated
in accordance with the rates and prices included in the Contract, except for Heavy
Load as provided in article 6.4.
Article 10: PERFORMANCE OF THE SERVICES
10.1. Operations
The Forwarder undertakes to:
10.1.1 Liaise with ALSTOM GRID to obtain all documentation required for customs
clearance;
10.1.2 Prepare and/or obtain all other transport documents required for the
performance of the Services;
10.1.3 Ship the Goods on vessels which do not exceed twenty (20) years old and
comply with the provision of the Institute Classification Clause and the International
Management Code for the safe operation of ships and for pollution prevention (ISM
code);
Any shipment on older vessels shall be subject to prior agreement of ALSTOM GRID
and his insurers. In that case, the Forwarder shall provide ALSTOM GRID with the full
description and certificates of the vessel prior to arranging any booking or fixture.
Any extra insurance premium shall be borne by the Forwarder;
10.1.4 Comply with the Contract requirements in terms of flags and/or shipping lines
as provided in the special conditions;
10.1.5 Ship the break bulk cargo including Heavy Loads without any transshipment
and/or shifting from the first sea port of loading up to the final sea port of discharge,
unless otherwise accepted in writing by ALSTOM GRID;
10.1.6 Verify and make sure that the vessel holds the safety management certificate
and that the ship-owner holds the document of compliance before any freight
booking or vessel chartering;
Verify that the nominated vessel shall be able to charge and discharge by means of
her own cranes or shore cranes or floating cranes and that equipment to be used
are in good conditions and well maintained before final freight booking or vessel
chartering;
10.1.7 Send the loading plan per container to ALSTOM GRID or any third party
designated by ALSTOM GRID or ALSTOM GRID's site representative (not applicable if
the loading plan is issued by ALSTOM GRID or any third party designated by
ALSTOM GRID but this must be checked prior to positioning);
10.1.8 Check the readiness of cargo, the opening hours, the availability and kind of
loading means, prior to arranging the collection of the cargo from any location;
10.1.9 Inform ALSTOM GRID of any delays or difficulties faced during loading at time
of collection;
10.1.10 Carry out export customs clearance, always in compliance with the local
customs rules, with the customs invoice issued and sent by ALSTOM GRID and/or
the customs invoice issued by ALSTOM GRID's supplier of commodities;
10.1.11 Arrange the shipment from a port listed in the Contract. Alternative
solutions shall be analysed by ALSTOM GRID and shall be subject to prior ALSTOM
GRID's approval;
10.1.12 Inspect the external conditions of packing and check that the marking is in
conformity with all the documents upon receipt of the Goods and immediately
inform ALSTOM GRID of any inconsistencies, errors or and defaults;
10.1.13 Shall check the Goods and if defective, provide ALSTOM GRID a transport
document bearing a general clause or notation declaring that defective condition of
the Goods or their packaging is not acceptable. Any remark shall be detailed and
notified to ALSTOM GRID before loading so that ALSTOM GRID can make the
decision to ship or not the Goods;
10.1.14 Directly supervise all handling operations (such as, but not be limited to :
loading in transport means, port handling, loading onto vessel, stowage on board,
offloading from vessel) Inspections of cargo condition, shock recorder and pressure
regulators status shall be made in accordance with ALSTOM GRID's instructions and
recorded after each handling. In case no visual incident is recorded, the report shall
be provided to ALSTOM GRID in writing within 48 hours. In case of one or more
incident is recorded, the Forwarder shall take action as described in article 17 and
inform ALSTOM GRID in writing within 48 hours of the incident and actions taken to
remedy to such incident;
10.1.15 Verify and make sure that all Goods are loaded under deck unless otherwise
accepted in writing by ALSTOM GRID. This obligation shall not apply to the Goods
stuffed and shipped in dry containers;
10.1.16 Verify and make sure that the loading, stowage, dunnage, lashing and
securing of the Goods are carried out in a professional manner and ensure that the
whole shipment is shipped on board;
10.1.17 Arrange the shipment to a port listed in the Contract. Some alternative
solutions may be analysed by ALSTOM GRID if they result in price and/or Transit
Time reductions;
10.1.18 Arrange a routing and accessibility survey for the Heavy Load from the port
of discharge up to the Final Destination and provide the relevant report at latest two
(2) months before to the ETS;
10.1.19 Provide a Method Statement for each handling operations during all
transportation including placing and alignment onto foundations latest two (2)
months prior to ETS;
No operations can be carried out on Site if the Method Statement is not provided
and/or previously approved by both the Forwarder and ALSTOM
GRID;
10.1.20 Check regularly the road and Site conditions in order to update Method
Statement and survey till their final version to be submitted at the latest two (2)
weeks before reaching the Final Destination;
10.1.21 Check the offloading of the Goods in the port of discharge, ensure that the
whole shipment is well discharged and control the external condition of the packing;
10.1.22 Carry out import customs clearance and/or transit procedure in compliance
with the local customs rules;
10.1.22 10.1.23
10.1.24 10.1.25
10.1.26
10.1.27
Survey the local transport and handling operations of Goods and check the
condition and suitability of trucks/vehicles used;
Ensure that all the authorisations have been granted in due time for Heavy Load
and/or oversized pieces and/or dangerous goods, and that they are valid for the
duration of transport, control that the vehicles are in good condition, available at
time of transport for heavy and/or oversized Goods, in compliance with the local
legislation and suitable for the intended transport; Arrange private and/or police
escort;
Take all necessary steps to remove and replace street/road furniture, overhead
wires, survey bridges and/or any structure, consolidations or reinforcements of
bridge and /or any other structure; Deliver the Goods to their Final Destination by
suitable transport means and carry out unloading and/or unstuffing at Final
Destination, unless otherwise advised in writing by ALSTOM GRID;
Set up the Heavy Loads on foundations and align them within more or less five (5)
millimetres of the requested positioning and, if requested and if the transformers
have wheels, fit the wheels to the transformers pursuant ALSTOM GRID'S
instructions and under the supervision of ALSTOM GRID's representative at the Final
Destination.
10.2. Organization and information
The Forwarder undertakes to submit to ALSTOM GRID's approval, a standard
operating procedure (SOP), within seven (7) days from the date of letter of award or
the execution of the Contract which ever occurred first. The SOP shall be applied
only after ALSTOM GRID's approval. In any event, the Forwarder shall provide the
following information in due time:
10.2.1 Sailing schedules with closing dates on a monthly basis with immediate
notification of any change in terms of schedule, capacity, frequency, routing;
10.2.2 Provide ALSTOM GRID a free worldwide tracking system which will be
updated twice a week and accessible in appropriated countries at least by ten (10)
persons;
10.2.3 Provisional containers loading plans within forty-eight (48) hours after
reception of the packing list with immediate notification in case of changes in
stuffing;
10.2.4 The Forwarder shall provide ALSTOM GRID a stowage plan for break bulk
shipments, including but not limited to the following documents;
10.2.5 Daily reporting of position for Heavy Load Shipments;

10.2.6 Delivery schedule at the time of loading, including ETA in Final Destination
and routing and reporting in case of any delays with reason and the up to date ETA;
10.2.7 Confirmation within twenty-four (24) hours of arrival of the Goods at the port
of loading after inbound Goods control;
10.2.8 Shipping confirmation by e-mail or fax, within twenty four (24) hours after
sailing, including the following information : Number and date of the Bill of Lading,
name of vessel, port of loading, ATS (Actual Time of Sailing), port of transhipment if
any, port of discharge, ETA;
10.2.9 Regular updates of the vessel's position and ETA of the vessel with
immediate notification of any problem en route which can affect the Transit Time
and/or the safety of the transported Goods;
10
10.2.10 Confirmation of actual date of arrival of the vessel and actual date of
discharge in the port of destination within twenty four (24) hours after date of
arrival/date of discharge with notification of any problem;
10.2.11 Immediate notification of any delay in the import customs clearance
process with specification of the causes of this delay;
10.2.12 A two (2) calendar days delivery notice of arrival at the Final Destination
(showing expected date and time of delivery) for the general cargo and five (5)
calendar days Final Destination delivery notice (showing expected date and time of
delivery) for the Heavy Loads and/or oversized packages;
10.2.13 Confirmation of the arrival of the Goods at Final Destination within fortyeight (48) hours following their actual date of arrival.
10.3. Documents
Unless otherwise specified, the Forwarder shall send ALSTOM GRID the following
documents:
10.3.1. Transport documents
Sea shipments, Road shipments and Railway shipments:
One (1) copy of the draft Bill of Lading or CMR (truck consignment note) or FBL
Negotiable FIATA combined Transport Bill of Lading by e-mail or fax two (2) working
days before ETD;
Three (3) originals and two (2) not negotiable copies and one (1) certified true
copy of Bill of lading or one (1) original and two (2) copies of CMR (truck
consignment note) within three (3) working days of departure date;
For shipment by containers, the loading list per container must be attached to the
Bill of Lading.
For break bulk shipments, the package number list must be attached to the Bill of
Lading or CMR.
The Bill of Lading and attachments shall be carefully checked before sending
to ALSTOM GRID.
In case of change, the Forwarder shall notify to ALSTOM GRID immediately in
writing.
Unless expressly authorized in writing by ALSTOM GRID, a charter party bill of lading
or a bill of lading, multimodal or combined transport document containing an
indication that it is subject to a charter party is not acceptable.
One (1) copy of the delivery note signed by the consignee and stating the date
and time of delivery and the name of the signatory within five (5) working days of
the delivery at Final Destination.
Air shipments:
One (1) copy by mail or fax of the air way bill (AWB) after a checking review two
(2) working days before departure of the aircraft. If the document is modified before
the shipment, the Forwarder shall inform ALSTOM GRID immediately;
One (1) original and two (2) copies of air way bill within one (1) working day of the
reception by the airfreight company;
11
One (1) copy of the delivery note signed by the consignee and stating the date
and time of delivery and the name of the signatory within five (5) working days of
delivery;
10.3.2. Customs documents
Export customs document:
Original export customs document as per countries legislation, if ALSTOM GRID is
considered as the exporter.
Import customs document:
If ALSTOM GRID is the importer, original import customs document shall be
handed over to ALSTOM GRID against acknowledgement of receipt
If ALSTOM GRID is not the importer, a copy of import customs document shall be
sent to ALSTOM GRID.
The Forwarder shall always attach a copy of relevant customs invoice to the export
customs document.
Article 11: OBLIGATION OF ALSTOM GRID
ALSTOM GRID shall provide the Forwarder with the following information and
documents:
(a) Packing lists regularly updated if necessary,
(b) Hazardous goods declaration and safety data sheet in compliance with national
and international regulations and laws,
(c) Notice of cargo readiness,
(d) Transport drawings of the Heavy Loads and/or Oversized packages and/or any
package requiring particular handling method or means, if any,
(e) Site and foundations layouts,
(f) Instruction for transport documents,
(g) Final Destination address.
(h) In case of Heavy Load, instructions for Shock Recorder and Pressure Regulator.
The Forwarder shall request ALSTOM GRID in writing prior to the commencement of
performance of the Services any additional information or documents necessary to
perform the Services. The Forwarder is deemed to have received all necessary
information and document from ALSTOM GRID upon commencement of
performance of the Services.
Article 12: INSPECTION
12.1 ALSTOM GRID reserves the right to appoint a qualified surveyor to control the
transport or handling means and methods, and in general all operations carried out
by the Forwarder and its subcontractors.
12.2 The Forwarder shall perform at its own cost all request and recommendations
issued by ALSTOM GRID' surveyor, unless the Forwarder can prove that such
requests and recommendations are not needed.
12
12.3 The Forwarder shall provide ALSTOM GRID's surveyors with free access to all
areas of operations including but not limited to ports, warehouses, on board
transportation means either they are private or public ones.
Article 13: PENALTIES
13.1 Both the Forwarder and ALSTOM GRID recognize that ALSTOM GRID will suffer
damages and/or loss if the Forwarder fails to deliver the Goods and documents on
the Final Destination on the date stipulated in the Contract;
13.2 If the Services are not performed within the agreed Transit Time, Forwarder
shall pay to ALSTOM GRID penalties at the rate of 0.5% of the total Contract Price
related to the shipment delayed, per calendar day.
In the event of delay in the supply of documents or damage reports by the
Forwarder, Forwarder shall pay to ALSTOM GRID penalties at the rate of 0.5% of the
Contract Price of the shipment concerned, per calendar day.
13.3 The aggregate amount of penalties shall not exceed fifteen (15) per cent of the
total Contract Price. The payment of penalties shall not exclude the right of ALSTOM
GRID to be indemnified by the Forwarder for all loss and damages.
13.4 The penalties shall apply automatically from the date of delivery indicated in
the Contract. Payment of such penalties shall be made by the Forwarder within
thirty (30) days from ALSTOM GRID's request.
13.5 Nothing containing in this article 13 shall relieve the Forwarder of its
obligations to complete the Services as close as possible to the date specified
therein or any other of his duties or responsibilities under this Contract.
Article 14: LIABILITY
14.1. The Forwarder shall be liable vis-a-vis ALSTOM GRID for any negligence, error,
omission or fault committed by the Forwarder itself or its subcontractor(s) and any
person for whom it is responsible in connection with this Contract.
14.2 Notwithstanding anything to the contrary, the Forwarder shall be liable for and
shall indemnify and hold the ALSTOM GRID harmless from and against any and all
damages, losses, costs, expenses and liabilities of any nature or kind whatsoever,
including third party's claims, resulting from breach, non-observance or nonperformance by the Forwarder of the provisions of this Contract and/or the
applicable law or regulation.
12
Article 15:
INSURANCES
The Forwarder and/or their subcontractors are obliged to subscribe at their own
expense and keep in force during the entire term of this Contract, a liability
insurance policy (contractual and professional liability) with a first class solvent
insurance company covering all risks relating to performance of the Services for
which the Forwarder and/or their subcontractors may be liable in accordance with
the provisions of this Contract and the applicable law.
The amount covered by such insurance policy shall not be less than Euro
3,000,000.00 per event.
The Forwarder and/or their subcontractors shall not make any material alteration to
the terms of any insurance without ALSTOM GRID's prior approval. If an insurer
makes (or attempts to make) any alteration, the Forwarder and/or their
subcontractors shall promptly give notice to
ALSTOM GRID.
The Forwarder shall provide ALSTOM GRID insurance certificate specifying that no
insurance shall be cancelled or materially changed while Services are in progress at
every ALSTOM GRID'S request and at least before the beginning of the Services, at
time of the execution of the Contract and also a confirmation from the Insurance
Company that all premiums relating to the policy have been paid.
Article 16: SUSPENSION
ALSTOM GRID may, on the written notice, suspend the progress of the Services or
any part thereof for such time or times and in such manner as he may consider
necessary. The Forwarder shall during such suspension properly protect and secure
the Goods. The extra-cost incurred by the Forwarder in giving effect to the ALSTOM
GRID's instructions under this article shall be borne and pay by ALSTOM GRID unless
such suspension is by some default on the part of the Forwarder. Provided that the
Forwarder shall not be entitled to recover any such extra cost unless he gives notice
in writing of his intention to claim to ALSTOM GRID within twenty-eight (28) days of
the ALSTOM GRID's instruction. ALSTOM GRID shall settle and determinate such
extra payment to be made to the Forwarder in respect of such claim on basis of the
unit price indicated in the Contract and on the documented justification provided by
the Forwarder. The Forwarder shall at all time use its reasonable effort in order to
mitigate the cost.
Article 17: LOSS OF OR DAMAGES TO THE GOODS
17.1 The Forwarder shall notify in writing all transport average and loss or damages
to the Goods to ALSTOM GRID and in no case whatsoever later within twenty-four
(24) hours from incident, or from date of the discovery of such loss or damages
where the loss or damage is not apparent.
17.2 The Forwarder shall take all necessary measures to protect the Goods and limit
the damages and losses.
17.3 The Forwarder shall notify immediately ALSTOM GRID and shall take all
necessary measure in order to preserve the recourses of ALSTOM GRID and its
insurers.
17.4 The Forwarder shall be liable and indemnify ALSTOM GRID against any loss
and/or damage that may arise out of or in consequence of breach of this article and
any other contractual obligations.
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Article 18:
PERFORMANCE BOND
18.1 By no later than fifteen (15) days from execution of the Contract, Forwarder
shall provide to ALSTOM GRID an irrevocable and unconditional Performance Bank
Guarantee for an amount of ten percent (10%) of the total Price to guarantee the
completion of the Services by Forwarder and payment of any amounts due by
Forwarder to ALSTOM GRID both in a timely manner and in accordance with the
terms and conditions of the Contract.
The Performance Bank Guarantee shall be issued by a first rate international bank
or financial institution acceptable by ALSTOM GRID. The cost of obtaining the
Performance Bond shall be at the expense of Forwarder.
18.2 The Performance Bank Guarantee shall be in substantially the form of Appendix
of the Contract. The Performance Bond shall remain in full force and effect until full
and complete performance of the Forwarder's obligation under the Contract.
Article 19: CONFIDENTIALITY
The Forwarder shall maintain any Confidential Information in strict confidence and
shall not disclose the same to any third party or use Confidential Information except
for performance of the Contract. The Forwarder shall ensure that Confidential
Information is disseminated within its organisation on a "need to know" basis only
and that any recipient within its organisation receiving such information is bound by
a confidentiality undertaking as stringent as the obligation set forth herein. The
Forwarder shall not make any reproduction of any Confidential Information or
otherwise store the same in any manner without the prior written approval of the
disclosing Party. Nothing contained herein shall prevent disclosure of Confidential
Information with a view to complying with the requirements of applicable law and/or
an order of the court or arbitral tribunal and/or to the extent necessary to resolve a
claim or dispute pursuant to Article 27 (Settlement of Dispute).
The Forwarder acknowledges that the Confidential Information is the proprietary
and Confidential Information of ALSTOM GRID and is and shall remain solely and
exclusively property. Forwarder acknowledges that in obtaining any Confidential
Information from ALSTOM GRID it does not thereby acquire any right, title or interest
in or to the same and undertakes to comply with the terms of this Contract with
respect to it. The foregoing restrictions shall not apply to Confidential Information
which is:
(1) A matter of public knowledge or becomes public knowledge other than through a
wrongful, wilful misconduct or improper act of a Forwarder, or
(2) Already in the possession of the Forwarder prior to its receipt from the ALSTOM
GRID or is independently developed by the Forwarder, provided that the employee
or employees developing the same have not had access to such Confidential
Information, or
(3) Disclosed to the Forwarder by a third party having the right to do so.
The Forwarder shall indemnify and protect ALSTOM GRID from any loss, expense or
damage due to a breach by the Forwarder, or any their respective employees, agent
or subcontractors of any nature whatsoever of the obligation described in this
article. The obligations of this article 19 shall survive the expiration or the
termination of this Contract for a period of five (5) years.
14
Article 20: FORCE MAJEURE

"Force Majeure" shall mean any event or circumstance, to the extent that such
event or circumstance:
a) is beyond the reasonable control of the party relying thereon;

b) could not reasonably have been foreseen;
c) which the affected party (and/or any third party within the control of such party),
acting and having acted with all due diligence, could not have prevented, mitigated
or overcome; and
d) is not an act, event or condition, the risks or consequences of which the affected
party has expressly agreed to assume under the FA;
including, subject to the conditions set out herein, acts of God, war, earthquake,
terrorist acts and national strikes or labour disputes. For the avoidance of doubt,
factory unrest and employee strikes of any kind (except as expressly stated above),
as well as production bottlenecks, or the lack of the required import licenses or
import authorizations of the authorities, lack of qualified personnel, lack of material,
or financial problems on the part of the affected Party shall not be deemed to be
Force Majeure events. If performance of the Contract, in whole or in part, is
prevented or delayed due to a Force Majeure event, then the time for performance
shall be modified accordingly, subject to the delayed Party promptly (but at the
latest within three (3) days) notifying by written notice the other Party of the event
and taking all reasonable steps to reduce the resulting delay. If the Force Majeure
event lasts for more than thirty (30) days, either Party may terminate the Contract
without incurring any liability thereof.
Article 21:
NOTIFICATION
All notices, requests, demands and other communications required hereunder shall
be in writing and shall be deemed to have been duly given when delivered by hand
against acknowledgement of receipt, mailed, registered mail with acknowledgement
of receipt, by facsimile, by courier or e-mail at the address mentioned in the special
conditions. All day to day communications shall be English.
Article 22: TERMINATION
22.1 Each Party shall be entitled to early termination of this Contract by written
notice sent to the other Party in the following events:
Any breach of the Contract by a Party, which such defaulting Party has failed to
remedy within fifteen (15) calendars days of receiving appropriate notice of the
same by the other Party;
Insolvency, liquidation, commencement of insolvency or winding-up proceedings
of against the other Party, subject to mandatory applicable Law.
22.2 In the event of total or partial failure of the Forwarder to perform the Service,
ALSTOM GRID may terminate the Contract within the conditions specified in article
22.1 above and complete to perform the Service by himself or through any third
party at the Forwarder's own risks and cost, without prejudice to any other ALSTOM
GRID rights. The Forwarder shall promptly upon ALSTOM GRID's request
compensate ALSTOM GRID for all costs, expenses, damage and loss incurred by
ALSTOM GRID as a result of or in connection with the termination and/or the
Forwarder's default, including all costs and expenses to complete the performance
of the Services and any damage or loss due to noncompliance with the terms of the
Contract, including
15
late completion. ALSTOM GRID is entitled to withhold payment of any amounts due
to the Forwarder until the amounts due by the Forwarder have been established.
22.3 ALSTOM GRID hereby reserves its right to terminate this Contract at any time
in its sole convenience, by sending a ninety (90) days prior written notice of
termination. ALSTOM GRID shall pay the Forwarder, in full and final satisfaction of all
Services already performed at the time of termination.
Article 23: DURATION
23.1 This Contract shall become effective upon execution by both Parties and
remain valid for the duration specified in the Special Conditions.
23.2 The obligations provided in the articles 13, 14, 16, 17, 19, 26 and 27 shall
survive the termination or the expiration of the Contract.
Article 24: COMPLIANCE WITH APPLICABLE RULES AND REGULATIONS
24.1 The Forwarder represents and warrants that the Contract shall be performed in
strict compliance with all applicable laws, statutes, codes, rules and regulations in
the countries concerned including the countries where the Goods will transit
towards the Final Destination.
24.2 The Forwarder shall obtain all required government documents and approvals,
consents, permits and authorizations necessary for the performance of the Contract.
Article 25:
SUSTAINABLE DEVELOPMENT DECLARATION
25.1 The Forwarder warrants that it will comply with the ALSTOM GRID Sustainable
Development Declaration for suppliers as attached in Appendix hereto.
25.2 The Forwarder shall comply with all relevant labour Laws applicable to the
Forwarder employees including Laws relating to their employment, health, safety,
welfare, immigration and emigration, and shall allow them all their rights. The
Forwarder shall ensure that its subcontractor comply with such rules.
Article 26: APPLICABLE LAW
This Contract shall be governed and construed in accordance with the French Law
with the exception of any rules of conflicts of law or convexity incompatible with this
choice of law.
Article 27: SETTLEMENT OF DISPUTES
Any dispute between the Parties arising out of or in connection with this Contract
shall be subject to exclusive jurisdiction of the Commercial Courts of Nanterre,
France.
16
Article 28: MISCELLANEOUS

28.1 Assignment - Transfer
The Forwarder shall not assign or otherwise transfer its rights and obligations under
this Contract without the prior written consent of ALSTOM GRID.
28.2 Severability
If any provision of the Contract is held by any competent authority to be invalid or
unenforceable either in whole or in part the validity of the other provisions of the
Contract and the remainder of the provision in question shall not be affected
thereby. The Parties shall replace such provision by a provision as close as possible
to the invalidated provision, legally providing the same effect as initially intended by
the Parties.
28.3 Entire Agreement
This Contract and its Appendices attached hereto constitutes the entire agreement
between the Parties with respect to the subject matter hereof and shall supersede
all prior discussions, negotiations and agreements either oral or in writing between
the Parties.
28.4 No Waiver
A waiver by either Party of any of the terms and conditions of this Contract in any
instance shall be effective if it is in writing or confirmed in writing and shall not be
deemed or construed to be a waiver of such term or condition for the future, or of
any subsequent breach hereof.
Neither failure nor delay on the part of either Party at any time to enforce any
condition or provision of this Contract shall operate as a waiver. Thereof, nor shall
any single or partial exercise of any right preclude any other or further exercise of
that or any other right.
28.4 Language
The language of communication between the Parties shall be English and the
English version of this Contract shall prevail over any translation.
28.5 Amendments
This Contract may be amended only in writing by means of amendments duly
signed by authorised officers or representatives of the Parties.
17

General Conditions Freight Forwarder Revision February 2013

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General Conditions Freight Forwarder Revision February 2013

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APPENDIX 2 GENERAL CONDITIONS PROJECT

SCOPE OF THE CONTRACT

General Conditions for Freight Forwarder. Revision February 2013

Form of Contract Forwarder:

confirms that he is therefore capable of performing the Services in accordance with

provided that such changes have an impact on the Contract Price.

a) For Units located in France:

10.2.5 Daily reporting of position for Heavy Load Shipments;

Article 20: FORCE MAJEURE

a) is beyond the reasonable control of the party relying thereon;

Article 28: MISCELLANEOUS

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