Effective Date: 17^th April 2026 onwards

1. PREAMBLE, BINDING EFFECT AND ACCEPTANCE

1.1 These Master Terms and Conditions (“Terms”) govern every quotation, rate indication, tariff, booking, shipment, instruction, transaction, communication, engagement, service request and service rendered by MPRS Shipping & Logistics Pvt. Ltd., together with its parent entities, subsidiaries, affiliates, associates, branch offices, divisions, successors, assigns, directors, employees, representatives and authorised agents (collectively, “MPRS”).

1.2 These Terms constitute a legally binding agreement between MPRS and the Customer.

1.3 The Customer shall be deemed to have read, understood, accepted and agreed to these Terms in full and without reservation immediately upon the occurrence of any one or more of the following events:

(a) request for quotation;

(b) acceptance of quotation;

(c) issuance of purchase order;

(d) placement of booking;

(e) confirmation by email / message / phone / portal;

(f) submission of shipping instructions;

(g) handover of cargo or documents;

(h) payment of any amount;

(i) use of any MPRS service;

(j) continuation of shipment process after being referred to these Terms.

1.4 No physical signature, stamp or separate written acceptance shall be necessary for enforceability.

1.5 These Terms shall bind the Customer as principal and also bind any shipper, consignee, buyer, seller, beneficial cargo owner, agent, broker, intermediary or person claiming through or under the Customer. The Customer shall be responsible for providing a copy of these Terms to all such parties, and the liability of ensuring that such parties are aware of and bound by these Terms shall rest solely with the Customer.

1.6 Where the Customer acts on behalf of another person, the Customer warrants that it has full authority to bind such person and shall remain jointly and severally liable with such person.

2. DEFINITIONS

Unless the context otherwise requires:

2.1 “Customer” means any person or entity requesting, instructing, benefiting from, paying for, or connected with the Services.

2.2 “Goods” means cargo of every description including goods, merchandise, parcels, packages, pallets, machinery, commodities, containers, documents and any item tendered for service.

2.3 “Services” means any one or more logistics or ancillary services including ocean freight (FCL/LCL), air freight, multimodal movement, inland transportation, customs clearance, warehousing, distribution, documentation, cargo handling, stuffing, de-stuffing, advisory, insurance facilitation and related services.

2.4 “Carrier / Third Party Service Provider”  means any shipping line, airline, transporter, rail operator, terminal, port, CFS, ICD, warehouse, customs broker, vendor, contractor, surveyor or authority involved in connection with the Services.

2.5 “Charges”  means all freight, fees, reimbursements, duties, taxes, levies, surcharges, storage, detention, demurrage, penalties, legal costs, interest and any monies payable.

2.6 “Force Majeure Event”  means any event beyond reasonable control including war, riot, strike, lockout, congestion, blank sailing, vessel omission, epidemic, pandemic, customs intervention, sanctions, cyber incident, governmental action, weather event, natural disaster, fire, flood, power failure, shortage of equipment, shortage of labour or any similar event.

2.7 “Quotation”  includes any written, oral, electronic or digital price indication, estimate or offer.

2.8 “Booking”  includes any request or reservation for Services.

3. APPLICATION AND CONTRACTUAL HIERARCHY

3.1 These Terms shall apply to all present and future transactions unless expressly modified in writing by a Director of MPRS.

3.2 Any terms issued by the Customer, whether by purchase order, vendor registration, email, procurement portal or otherwise, are expressly rejected and shall have no force unless accepted in writing by MPRS.

3.3 These Terms shall be read with quotations, invoices, house bills of lading, airway bills, delivery orders, shipment instructions and service communications issued by MPRS.

3.4 In case of inconsistency, MPRS may determine the applicable document to the maximum extent permitted by law.

4. LEGAL STATUS OF MPRS

4.1 Unless expressly agreed otherwise in writing, MPRS acts as a freight forwarder, coordinator, intermediary and/or agent and not as a common carrier or contracting carrier.

4.2 MPRS may, in its sole discretion, perform any service in whole or in part itself or through one or more third parties.

4.3 Any carriage, customs process, transport, storage or terminal activity may be performed by independent third parties on their own terms and conditions.

4.4 MPRS does not guarantee the acts, omissions, performance, solvency, schedule, space, equipment or conduct of any third party.

4.5 To the fullest extent permissible, MPRS shall not be liable for any loss, damage, delay, or expense arising out of or in connection with the acts or omissions  caused by third parties.  The Customer agrees that any claim arising out of the acts or omissions of such third parties shall be brought directly against the relevant third party.

5. QUOTATIONS AND COMMERCIAL VALIDITY

5.1 Every quotation is subject to withdrawal, revision, expiry, space availability, equipment availability, carrier acceptance and operational feasibility unless expressly stated otherwise.

5.2 Quotations are based on information provided by the Customer and prevailing market conditions as of the date issued

5.3 Unless expressly stated, quotations exclude:

• duties
• taxes
• GST
• detention
• demurrage
• storage
• examination charges
• scanning charges
• customs penalties
• destination charges
• insurance
• war risk charges
• emergency surcharges
• unforeseen costs

5.4 MPRS may revise quotations at any time prior to uplift, dispatch or service commencement if any underlying cost changes. Any such revision shall be communicated to the Customer in writing and shall be binding.

5.5 Clerical, typographical or computational errors may be corrected at any time

6. BOOKING ACCEPTANCE AND NO GUARANTEE OF MOVEMENT

6.1 All bookings are subject to final acceptance by relevant carriers/vendors and operational conditions.

6.2 No booking shall be deemed irrevocably secured merely because a booking number is generated.

6.3 Vessel schedules, flight schedules, ETD, ETA, transit times and connection plans are estimates only.

6.4 MPRS may substitute carrier, route, mode, vessel, flight, trucking vendor, warehouse or operational sequence without liability.

6.5 MPRS may cancel or decline any booking where:

• payment default exists
• documents are incomplete
• compliance concern arises
• cargo is mis-declared
• customer conduct is unreasonable
• market conditions materially change
• carrier withdraws support
• operational impossibility arises

6.6 Without prejudice to the foregoing, MPRS shall not be responsible or liable for any loss, damage, delay, non-performance, or additional cost arising out of or in connection with any matters set out in this Clause 6.

7. CUSTOMER WARRANTIES, REPRESENTATIONS AND COVENANTS

The Customer irrevocably warrants, represents and undertakes that:

7.1 it has full authority to contract and bind all cargo interests.

7.2 all particulars supplied are true, accurate and complete.

7.3 declared commodity, weight, volume, dimensions, package count, HS code, value, destination and consignee details are accurate.

7.4 Goods are lawfully tradeable and compliant with all laws.

7.5 Goods are properly packed, secured, labelled and suitable for intended movement.

7.6 all permits, licenses, certificates, NOCs and approvals have been obtained.

7.7 no intellectual property, sanctions, export control or prohibited goods laws are breached.

7.8 all sums due shall be paid irrespective of disputes with any buyer, seller, consignee or financier.

7.9 Customer shall promptly provide all information requested by MPRS.

8. DOCUMENTATION, RELIANCE AND INFORMATION RISK

8.1 MPRS may rely entirely on documents and information supplied by the Customer.

8.2 MPRS shall not be liable for consequences arising from inaccurate, incomplete, delayed or forged documents, and the Customer shall be solely liable for any loss, damage, cost, or expense arising therefrom, and shall indemnify, defend, and hold harmless MPRS, its affiliates, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including legal fees) arising out of or in connection with the same..

8.3 Customer remains solely liable for:

• wrong invoice value
• wrong HS code
• LC discrepancies
• customs objections
• shipment holds
• refusal of benefits/incentives
• seizure/confiscation
• delays
• amendment charges

8.4 Reissuance or correction of documents shall be chargeable.

9. CARRIER EVENTS, THIRD-PARTY DEFAULTS AND ABSOLUTE RISK ALLOCATION

9.1 The Customer expressly acknowledges that carriers and service providers independently control schedules, space allocation, operational decisions and commercial policies.

9.2 MPRS shall not be liable for any act, omission, negligence, delay, refusal, insolvency or decision of any carrier/vendor, including without limitation:

• vessel delay
• vessel advancement
• rollover
• shutout
• blank sailing
• booking cancellation
• no equipment
• overbooking
• missed connection
• transshipment delay
• port omission
• route change
• cargo offload
• airline embargo
• flight cancellation
• trucking delay
• customs hold at terminal
• warehouse refusal
• carrier strike
• system outage
• rate revision
• sudden surcharge
• cargo mishandling in third-party custody

9.3 MPRS may use reasonable commercial efforts to coordinate and attempt mitigation, but gives no guarantee of result.

9.4 Such assistance shall not constitute assumption of liability.

9.5 Any resulting cost, revised freight, premium freight, rebooking charge, detention, demurrage, storage, transport rearrangement cost, buyer claim or incidental expense shall remain solely for Customer’s account.

9.6 Customer expressly waives any claim against MPRS arising from commercial losses caused by such events.

9.7 MPRS shall further not be liable for any indirect, incidental, or consequential losses, including but not limited to loss of profit, or business, arising from the aforesaid events.

10. BACK-TO-BACK COST PASS THROUGH AND ABSOLUTE REIMBURSEMENT

10.1 Any amount charged to or incurred by MPRS in connection with the Customer’s shipment shall be reimbursed by the Customer immediately upon demand.

10.2 This applies whether such amount was foreseeable, unforeseeable, quoted, unquoted, disclosed or undisclosed at booking stage.

10.3 Recoverable items include without limitation:

• detention
• demurrage
• storage
• no-show fees
• cancellation fees
• shutout fees
• amendment fees
• COD/COO fees
• port rent
• scanning charges
• examination charges
• overweight surcharge
• war risk surcharge
• congestion surcharge
• fumigation
• survey fees
• legal expenses
• penalties
• fines
• truck waiting
• re-delivery
• return haulage
• destruction/disposal cost

10.4 Customer’s reimbursement obligation is absolute, unconditional and continuing, to the extent that such loss, cost, or expense has arisen due to the Customer’s fault, error, omission, or shortcoming.

11. PAYMENT TERMS

11.1 All invoices are payable strictly by due date without deduction, set-off, withholding, retention or counterclaim.

11.2 Time of payment is of the essence.

11.3 MPRS may demand advance freight, security deposit, margin or prepayment at any time.

11.4 Payment by cheque shall not constitute payment until realization.

11.5 If any third party was intended to pay, Customer remains principal debtor.

11.6 Overdue sums shall bear interest at 24% per annum, calculated on daily basis until full payment.

11.7 Customer shall pay all legal costs, advocate fees, debt recovery charges and incidental expenses on full indemnity basis.

11.8 MPRS may appropriate payments toward any outstanding invoice in any order it deems fit.

12. SUSPENSION, WITHHOLDING AND TERMINATION RIGHTS

12.1 If any amount remains unpaid or risk arises, MPRS may without notice:

• suspend services
• hold cargo/documents
• cancel bookings
• stop credit
• refuse release
• terminate relationship

12.2 Exercise of such rights shall not create liability upon MPRS.

12.3 Customer remains liable for all accrued charges.

13. SERVICE-SPECIFIC TERMS

13.1 FCL

Customer responsible for stuffing, sealing, VGM, gate-in timing, cargo securing, lawful loading, container condition, detention, demurrage and timely empty return.

13.2 LCL

Cargo may be consolidated with other cargo. Delays due to consolidation, CFS handling, deconsolidation, examination or destination warehouse operations shall not create liability for MPRS.

13.3 AIR FREIGHT

Shipments are subject to airline screening, embargoes, volumetric weight, offload risk, security checks and airline operational priorities. MPRS shall not be liable for any delay, offload, refusal, or non-carriage arising from such factors.

13.4 CUSTOMS CLEARANCE

MPRS acts only on information/documents supplied. MPRS is not liable for assessment disputes, valuation enhancement, examination findings, penalties, seizure or delay by authorities.

13.5 LAND TRANSPORT

Transit subject to traffic, permit restrictions, route bans, accidents, theft, breakdown, labour issues and weather.

13.6 WAREHOUSING

Unless separately contracted, goods stored at Customer’s sole risk.

13.7 HAZARDOUS GOODS

Customer must declare all DG/hazardous cargo in writing prior to booking and provide all required documentation. Customer shall ensure such cargo is properly packaged and clearly labelled, and shall provide MPRS with all necessary handling and carriage instructions. All fines, penalties and costs arising from undeclared, mis-declared, improper packaging or inadequate instructions shall be solely for Customer’s account, and Customer shall indemnify MPRS accordingly.

14. FORCE MAJEURE AND COMMERCIAL IMPRACTICABILITY

14.1 MPRS shall not be liable for failure, delay, cancellation, increased cost or inability to perform due to Force Majeure Event.

14.2 MPRS may suspend, reroute, revise pricing, cancel or terminate services during such events. Any such action taken shall be communicated to the Customer in writing. All notifications, changes and charges by the ultimate carrier shall be notified and passed on to the Customer.

14.3 Additional costs caused thereby shall be borne by Customer.

14.4 Severe market dislocation, carrier withdrawal, non-availability of space or commercially impracticable conditions shall entitle MPRS to similar relief.

14.5 In the event that any Force Majeure Event continues for a period exceeding 30 (thirty) days, MPRS shall be entitled, at its sole discretion, to terminate this engagement upon written notice to the Customer, without any liability arising therefrom.

15. INSURANCE

15.1 The Customer shall ensure that the cargo is adequately insured either by the cargo interests or by the Customer itself. MPRS shall have no obligation to arrange such insurance unless specifically requested by the Customer in writing and expressly agreed by MPRS, in which case such insurance shall be arranged at the Customer’s cost and expense.

15.2 Customer is advised to obtain adequate marine/transit insurance.

16. LIEN, DETENTION, SALE AND REALISATION

16.1 MPRS shall have a general and particular lien over Goods, cargo, documents and any Customer property in its possession/control for all monies due under any transaction whatsoever.

16.2 MPRS may refuse delivery or release until all dues are cleared.

16.3 Prior to proceeding with the sale, disposal, or auction of the cargo, MPRS shall issue a written notice to the Customer specifying the outstanding dues and its intention to exercise its lien and, in the event of non-payment, to sell, dispose of, or otherwise realise the cargo. The Customer shall be granted a period of 7 (seven) days from the date of receipt of such notice to clear the outstanding dues.

16.4 If such dues remain unpaid after the expiry of the aforesaid notice period, MPRS may at Customer risk and cost store, auction, sell, destroy or otherwise dispose of cargo.

16.5 Net proceeds may be appropriated toward dues, charges and expenses.

16.6 Any deficiency shall remain recoverable from Customer.

17. INDEMNITY

17.1 Customer shall defend, indemnify and hold harmless MPRS from all claims, actions, liabilities, losses, damages, fines, penalties, taxes, costs and expenses (including legal fees) arising from or connected with:

• breach of these Terms
• negligence
• cargo nature or defect
• misdeclaration
• documentation error
• customs/regulatory action
• sanctions breach
• third-party claims
• death/injury/property damage
• delay attributable to Customer
• abandonment
• unpaid charges
• buyer/seller disputes
• misconduct or fraud by Customer representatives

17.2 This indemnity is separate, primary, continuing and survives completion or termination.

18. EXCLUSION AND LIMITATION OF LIABILITY

18.1 To the fullest extent permissible, MPRS shall not be liable for any indirect, consequential, special, punitive or economic loss including:

• loss of profit
• loss of market
• loss of bargain
• loss of production
• cancellation penalties
• reputation loss
• goodwill loss
• business interruption

18.2 MPRS shall not be liable for acts of carriers, terminals, transporters, customs authorities, regulators or government bodies.

18.3 If MPRS is nevertheless held liable, aggregate liability shall not exceed the lowest of:

(a) Charges earned by MPRS for the affected shipment;

(b) INR 10,000;

(c) amount actually recovered by MPRS from responsible third party.

18.4 Burden of proving wilful misconduct of MPRS shall lie entirely on Customer.

19. CLAIMS PROCEDURE AND TIME BAR

19.1 The Customer shall provide an initial written notice of any loss or damage within 24 hours of delivery or within 24 hours of becoming aware of such loss or damage, whichever is earlier No claim shall be maintainable unless written notice with full particulars and supporting evidence is received within 7 days of delivery or expected delivery.

19.2 Any legal proceedings must be commenced within 3 months thereafter.

19.3 Failing the above, claim shall stand irrevocably waived and absolutely barred.

20. ELECTRONIC COMMUNICATIONS, DIGITAL RISK AND DATA

20.1 MPRS may rely on emails, WhatsApp messages, portal submissions, scanned documents and electronic approvals as authentic.

20.2 Risk of hacking, spoofing, interception, mistaken identity or transmission error remains with Customer unless solely caused by proven wilful misconduct of MPRS.

20.3 MPRS may store and process transaction data for operational, legal and commercial purposes, for a period of 3 (three) years following the termination or expiry of this engagement or for such longer period as may be required under applicable law..

21. NO WAIVER, SEVERABILITY AND SURVIVAL

21.1 Failure or delay in exercising rights is not a waiver.

21.2 Invalidity of one clause shall not affect the remainder.

21.3 Payment obligations, indemnities, exclusions, lien rights, jurisdiction and time bars survive termination or completion.

22. ENTIRE AGREEMENT AND NO RELIANCE

22.1 These Terms together with shipment-specific written confirmations constitute the entire agreement.

22.2 Customer confirms it has not relied upon any oral statement, estimate or representation not expressly recorded in writing.

23. GOVERNING LAW AND JURISDICTION

23.1 These Terms shall be governed by the laws of India.

23. 2 Any dispute, controversy, or claim arising out of or in connection with these Terms, shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Mumbai, Maharashtra. The arbitration shall be conducted by a sole arbitrator appointed mutually by both parties. The language of arbitration shall be English

23.3 Subject to the foregoing, Exclusive jurisdiction shall lie with competent courts at Mumbai, Maharashtra. Nothing in this Agreement shall prevent either Party from seeking urgent interim, conservatory, injunctive, or protective relief before the court of jurisdiction.

24. RIGHT TO AMEND

MPRS may amend these Terms at any time by publishing revised Terms on its website. Continued dealings thereafter shall constitute acceptance of amended Terms.

25. CONFIDENTIALITY

The Customer shall keep strictly confidential all commercial terms, rates, quotations, pricing structures and conditions offered or disclosed by MPRS, and shall not disclose the same to any third party without the prior written consent of MPRS.