TERMS AND CONDITIONSOFSEINO LOGIX(WAYBILL)

SEINO LOGIX CO.,LTD

This Waybill shall be subject to “CMI Uniform Rules for Sea Waybill” whichshall be incorporated herein.
1. DEFINITIONS“Carrier” means the Company stated on the front of this Waybill
as the Carrier and on whose behalf this Waybill has been signed.
“ Sub-Contractors” means the Carrier’s servants or agents, any independent
contractor and his servant or agents, and all others by whom the whole or any
part of the Carriage, whether directly or indirectly, is procured, performed orundertaken.
“Merchant” includes the shipper, the consignee, the receiver of the Goods, theholder of this Waybill, any person owning or entitled to the possession of theGoods or this Waybill, any person having a present of future interest in theGoods or any person acting on behalf of any of the above mentioned persons.
“Goods” includes the cargo supplied by the Merchant and includes any
Container not supplied by or on behalf of the Carrier.
“Container” includes any container, trailer, transportable tank, lift van, flat,
pallet or any similar article of transport used to consolidate goods.
“Carriage” means the whole of the operations and services undertaken or
performed by or on behalf of the Carrier in respect of the Goods.
“Hague Rules” means the provisions of the International Convention for
Unification of Certain Rules Relating to Bill of Lading signed at Brussels on 25th
August 1924.
“Hague Visby Rules” means the Hague Rules as amended by the Protocol
signed at Brussels on 23rd February 1968 and, if applicable, amended by theProtocol signed at Brussels on 21 December 1979.
“ Hague-Rules Legislation” means any legislation of a nature similar to theHague Rules and or the Hague Visby Rules which mandatorily applies to thisWaybill.
“COGSA” means The International Carriage of Goods by Sea Act of Japan
enacted 13 June 1957, as amended 3 June 1992.
“US COGSA” means the Carriage of Goods by Sea Act of the United States ofAmerica approved on 16 April 1936.
“Charges” includes freight and all expenses and money obligations incurredand payable by the Merchant.
“Person” includes an individual, a partnership, a body corporate or otherentity.

“Stuffed” includes filed, consolidated, packed, loaded or secured.
2. CARRIER’S TARIFF
The provisions of the Carrier’s applicable Tariff, if any, are incorporated herein
Copies of such provisions are obtainable from the Carrier or his agents uponrequest or, where applicable, from a government body with whom the Tariff has
been filed in the case of inconsistency between this Waybill and the applicable
Tariff, this Waybill shall prevail.
3. WARRANTYThe Merchant warrants that in agreeing to the terms hereof he is or is the agentof and has the authority of the person owning or entitled to the possession of theGoods or any person who has a present or future interest in the Goods.
4. NON-NEGOTIABLILITY
This Waybill shall not be negotiable.
5. CERTAIN RIGHTS AND IMMUNITIES FOR THE CARRIER AND OTHERPERSONS(1) The Carrier shall be entitled to sub-contract on any terms whole or any partof the Carriage.
(2) The Merchant undertakes that no claim of allegation shall be made against
any person or vessel whatsoever, other than the Carrier, including, but notlimited to, the Sub-Contractors, which imposes or attempts to impose upon the
Sub-Contractors or vessel any liability whatsoever in connection with the Goodsor the Carriage, and if any claim or allegation should nevertheless be made to
defend, indemnify and hold harmless the Carrier against all consequences
thereof. Without prejudice to the foregoing all the Sub-Contractors and vessels
shall have the benefit of all provisions herein benefiting the Carrier as if suchprovisions were expressly for their benefit and in entering into this contract the
Carrier, to the extent of these provisions, does so not only on his own behalf but
also as agent or trustee for the Sub-Contractors and vessels and the
Sub-Contractors and vessels shall to this extent be or be deemed to be parties tothis contract.
(3) The Merchant shall defend, indemnify and hold harmless the Carrier andthe Sub-Contractors against any claim or liability (and any expense arising
therefrom) arising from the Carriage of the Goods insofar as such claim orliability exceeds the Carrier’s liability under this Waybill.
(4) The defenses and limits of liability provided for in this Waybill shall apply
in any action(s) against the Carrier and or the Sub- Contractors whether theaction(s) is made in Contract, in Tort or by any other reasons.
6. CARRIER’S RESPONSIBILITY(1) CLAUSE PARAMOUNT(A) As far as this Waybill covers the Carriage of the Goods by sea, this Waybill
shall have effect subject to the provisions of COGSA, unless it is adjudged thatthe Hague-Rules Legislation shall be applied and the COGSA or theHague-Rules Legislation shall be deemed to be incorporated herein.
(B) COGSA or the Hague-Rules Legislation shall apply and govern before theGoods are loaded on and after they are discharged from the vessel andthroughout the enter time the Goods are in custody of the Carrier and his
servants or agents or the Actual Carrier within the sea terminal at the Port of
Loading or Port of Discharge.
(C) If any provision herein is held to be inconsistent with or repugnant to any
extent of COGSA, the Hague-Rules Legislation or any other laws, statutes orregulations mandatorily applicable to the contract evidenced by this Waybill,such provision shall be null and void to the extent of such inconsistency or
repugnance but no further.

(2) LIABILITY OF THE CARRIER(A) The Carrier shall be liable for loss of or damage to the Goods occurringfrom the time when the Carrier receives the Goods for Carriage until the timeof delivery, only to the extent set out below.
(B) The Carrier shall be relieved of liability for any loss or damage, if suchloss or damage in delivery was caused by:(a) the wrongful act or neglect of the Merchant;(b) compliance with the instructions of the person entitled to give them;(c) inherent vice or nature of the Goods;(d) insufficiency of packing or inadequacy of the marks;(e) defect of the Container used to consolidate the Goods if supplied by the
Merchant;(f) handling, loading, stowage into or discharge from Container by the
Merchant;

(g) war, warlike operations, hostilities, armed conflict, piracy, terrorism, riot,
civil commotions, and strikes or lockouts or stoppage or restraint of laborfrom whatever cause, whether partial or general; or(h) any cause or event which the Carrier could not avoid and the consequence
whereof the Carrier could not prevent by the exercise of due diligence.
(C) If the stage of the Carriage during which the loss or damage occurred is
known, notwithstanding anything provided for otherwise herein, the liabilityof the Carrier shall be determined by the provisions contained in any
international convention or national law which shall be mandatorily
applicable, if any: provided, however, that in any event the liability of the
Carrier shall not exceed the limit as set out in Clause 6 (3) hereunder.
(D) If it can be proved that the loss or damage occurred during othercarriage than by sea but while the Goods were in custody of the
Sub-Contractors, the liability of the Carrier and the limitation thereof shall be
determined in accordance with the Sub-Contractors’ contract of carriage ortariff, provided, however, that in any event the liability of the Carrier shall not
exceed the limit as set out in Clause 6 (3) hereunder.
(E) If it cannot be proved where the loss or damage occurred, the loss ordamage shall be deemed to have occurred in the course of Carriage by sea andthe Carrier shall be liable to the extent prescribed by COGSA or applicable
Hague-Rules Legislation, as the case may be, as provided for in Clause 6 (1)and (3) hereof.
(3). LIMITATION OF LIABILITIES(A) When the Carrier is liable for compensation in respect of any loss of ordamage to the Goods, it is agreed with the Merchant that such compensation
shall be calculated by reference to the value of the Goods at the place and timethey are delivered to the Merchant, or at the place and time they should havebeen delivered. For the purpose of determining the extent of the Carrier’s
liability for loss of or damage to the Goods, the sound value of the Goods shallbe deemed to be the Merchant’s invoice value of the Goods plus freightcharges and insurance, if paid.
(B) The Carrier shall in no event be or become liable for any loss or damage,whatsoever and howsoever arising, to the Goods in an amount exceeding theequivalent of 666.67 Units of Account per package or unit or 2 Units of
Account per kilogram of gross weight of the Goods lost or damaged,whichever is the higher.
(C) Higher compensation may be claimed only when, with the consent of
the Carrier, the value of the Goods declared by the Shipper prior to thecommencement of the Carriage, which exceeds the limits laid down in thisClause, has been inserted on the face hereof in the space provided and extra
freight paid, in which case such declared value shall be the limit and any
partial loss or damage shall be adjusted pro rata on the bases of such declaredvalue.
(D) The Units of Account mentioned in Paragraph B) above is the Special
Drawing Right (SDR) as defined by the International Monetary Fund. The
amounts mentioned in Paragraph B) above shall be converted into national
currency on the basis of the value of that currency on a date to be determinedby the law of the court seized of the case.
(E) When the Goods have been packed into a Container by or on behalf ofthe Merchant, and when the number of packages or units packed into theContainer is not enumerated on the face hereof, each Container including theentire contents thereof shall be considered as one package for the purpose of
application of the Carrier’s limitation of liability.
(F) The Carrier does not undertake that the Goods shall arrive at the Port ofDischarge or place of Delivery at any particular time or in time to meet any
particular market or use and the Carrier shall not be responsible for any direct,
indirect or consequential loss or damage caused by delay or any other cause
whatsoever and howsoever caused. Without prejudice to the foregoing, if the
Carrier is found liable for delay, liability shall be limited to the freight
applicable to the relevant stage of the Carriage.
(4) GENERAL PROVISIONS(A) Rust, etc
It is agreed that superficial rust, oxidation or any like condition due to moisture,
is not a condition of damage but is inherent to the nature of the Goods andacknowledgement of receipt of the Goods in apparent good order and condition
is not a representation that such conditions of rust, oxidation or the like did notexist on receipt.
(B) Notice of Loss or Damage
The Carrier shall be deemed prima facie to have delivered the Goods as
described in this Waybill unless notice of loss of, or damage to, the Goods,

indicating the general nature of such loss or damage, shall have been given inwriting to the Carrier or to his representative at the place of delivery before or at
the time of removal of the Goods into the custody of the person entitled todelivery thereof under this Waybill or, if the loss or damage is not apparent,
within three consecutive days thereafter.
(C) Time-bar
The Carrier shall be discharged of all liability unless suit is brought in the proper
forum and written notice thereof received by the Carrier within nine months
after delivery of the Goods or the date when the Goods should have beendelivered. In the event that such time period shall be found contrary to any
convention or law compulsorily applicable the period prescribed by such
convention or law shall then apply but in that circumstance only.
7. MERCHANT’S RESPONSIBILITY(1) The description and particulars of the Goods set out on the face hereof are
furnished by the Merchant and the Merchant warrants to the Carrier that thedescription and particulars including, but not limited to, of weight, content,measure, quantity, quality, condition, marks, numbers and value are correct.
(2) The Merchant shall comply with all applicable laws, regulations andrequirements of customs, port and other authorities and shall bear and pay all
duties, taxes, fines, imposts, expenses and losses incurred or suffered by reason
thereof of by reason of any illegal, incorrect or insufficient marking, numbering
or addressing of the Goods.
(3) The Merchant undertakes that the Goods are packed in a manner adequate
to withstand the ordinary risks of Carriage having regard to their nature and incompliance with all laws, regulations and requirements which may be
applicable.
(4) No goods which are or may become dangerous, inflammable or damaging
or which are or may become liable to damage any property or person
whatsoever shall be tendered to the Carrier for Carriage without the Carrier’s
express consent in writing and without the Container or other covering in which
the Goods are to be transported and the Goods being distinctly marked on theoutside so as to indicate the nature and character of any such articles and so as tocomply with all applicable laws, regulations and requirements. If any sucharticles are delivered to the Carrier without such written consent and marking or
if in the opinion of the Carrier the articles are or are able to become of adangerous, inflammable or damaging nature, the same may at any time bedestroyed, disposed of, abandoned, or rendered harmless without compensation
to the Merchant and without prejudice to the Carrier’s right to Charges.
(5) The Merchant shall be liable for the loss, damage, contamination, soiling,detention or demurrage before, during and after the Carriage of property(including, but not limited to, Containers) of the Carrier or the Sub-Contractors
or vessel (other than the Merchant) caused by the Merchant or any person acting
on his behalf or for which the Merchant is otherwise responsible.
(6) The Merchant shall defend, indemnify and hold harmless the Carrier
against any loss, damage, claim liability or expense whatsoever arising from any
breach of the provisions of this Clause 7 or from any cause in connection with theGoods for which the Carrier is not responsible.
8. CONTAINERS(1) Goods may be stuffed by the Carrier in or on Containers and Goods may
be stuffed with other Goods.
(2) The terms of this Waybill shall govern the responsibility of the Carrier inconnection with or arising out of the supply of a Container to the Merchant,
whether supplied before or after the Goods are received by the Carrier ordelivered to the Merchant.
(3) If a Container has been stuffed by or on behalf of the Merchant.
(A) the Carrier shall not be liable for loss of or damage to the Goods.
(i) caused by the manner in which the Container has been stuffed.
(ii) caused by the unsuitability of the Goods for carriage in Containers.
(iii) caused by the unsuitability or defective condition of the Container
provided that where the Container has been supplied by or on behalf of
the Carrier, this paragraph (iii) shall only apply if the unsuitability or
defective condition arose (a) without any want of due diligence on thepart of the Carrier or (b) would have been apparent upon reasonable
inspection by the Merchant at or prior to the time when the Container was
stuffed.
(iv) If the Container is not sealed at the commencement of the Carriage except
where the Carrier has agreed to seal the Container.
(B) the Merchant shall defend, indemnify and hold harmless the Carrier
against any loss, damage, claim, liability or expense whatsoever arising fromone or more of the matters covered by (A) above except for (A)(iii)(a) above.
(4) Where the Carrier is instructed to provide a Container, in the absence of awritten request to the contrary, the Carrier is not under an obligation to provide

a Container of any particular type or quality.
9. TEMPERATURE CONTROLLED CARGO(1) The Merchant undertakes not to tender for transportation any Goods which
require temperature control without previously giving written notice (and fillingin the box on the front of this Waybill if this Waybill has been prepared by the
Merchant or a person acting on his behalf) of their nature and particulartemperature range to be maintained and in the case of a temperature controlled
Container stuffed by or on behalf of the Merchant further undertakes that theContainer has been properly pre-cooled that the Goods have been properly
stuffed in the Container and that its thermostatic controls have been properly set
by the merchant before receipt of the Goods by the Carrier.
If the above requirements are not complied with the Carrier shall not be liable forany loss of or damage to the Goods caused by such non compliance.
(2) The Carrier shall not be liable for any loss of or damage to the Goods
arising from defects, derangement, breakdown, stoppage of the temperature
controlling machinery, plant, insulation or any apparatus of the Container,
provided that the Carrier shall before or at the beginning of the Carriage exercise
due diligence to maintain the refrigerated Container in an efficient state.
10. INSPECTION OF GOODSThe Carrier or any person authorized by the Carrier shall be entitled, but under
no obligation, to open any Container or package at any time and to inspect theGoods.
11. MATTERS AFFECTING PERFORMANCE(1) If at any time the Carriage is or is likely to be affected by any hindrance,
risk, delay, difficulty or disadvantage of any kind (including the condition of theGoods) whatsoever and howsoever arising (whether or not the Carriage hascommenced) the Carrier may(A) Without notice to the Merchant abandon the Carriage of the Goods andwhere reasonably possible place the Goods or any part of them at the Merchant’s
disposal at any place which the Carrier may deem safe and convenient,whereupon the responsibility of the Carrier in respect of such Goods shall cease.
(B) Without prejudice to the Carrier’s right subsequently to abandon the
Carriage under (A) above, continue the Carriage.
In any event Carrier shall be entitled to full Charges on Goods received forCarriage and the Merchant shall pay any additional costs resulting from theabove-mentioned circumstances.
(2) The liability of the Carrier in respect of the Goods shall cease on thedelivery or other disposition of the Goods in accordance with the orders or
recommendations given by any government or authority or any person acting or
purporting to act as or on behalf of such government or authority.
12. METHODS AND ROUTE OF TRANSPORTATION(1) The Carrier may at any time and without notice to the Merchant use anymeans of transport or storage whatsoever, load or carry the Goods on any vessel
whether named on the front hereof or not, transfer the Goods from one
conveyance to another including transshipping or carrying the same on anothervessel than that named on the front hereof or by any other means of transport
whatsoever, at any place unpack and remove Goods which have been stuffed inor on a Container and forward the same in any manner whatsoever, proceed atany speed and by any route in his discretion (whether or not the nearest or mostdirect of customary or advertised route) and proceed to or stay at any placewhatsoever once or more often and in any order, load or unload the Goods fromany conveyance at any place (whether or not the place is a port named on thefront hereof as the intended Port of Loading or intended Port of Discharge),
comply with any orders or recommendations given by any government orauthority or any person or body acting or purporting to act as or on behalf ofsuch government or authority or having under the terms of the insurance on theconveyance employed by the Carrier the right to give orders or directions permit
the vessel to proceed with or without pilots, to tow or be towed or to be drydocked, permit the vessel to carry livestock, Goods of all kinds, dangerous orotherwise contraband explosives, munitions or warlike stores and sail armed orunarmed.
(2) The liberties set out in (1) above may be invoked by the Carrier for any
purposes whatsoever whether or not connected with the Carriage of the Goods.
Anything done in accordance with (1) above or any delay arising there from shallbe deemed to be within the contractual Carriage and shall not be a deviation ofwhatsoever nature or degree.
13. DECK CARGO (AND LIVESTOCK)(1) Goods of any description whether containerized or not may be stowed onor under deck without notice to the Merchant and such stowage shall not be a

deviation of whatsoever nature or degree. Subject to (2) below, such Goods
whether carried on deck or under deck shall participate in General Average andsuch Goods (other than livestock) shall be deemed to be within the definition ofGoods for the purposes of the Hague Rules or any legislation making such Rulesor the Hague Visby Rules compulsorily applicable to this Waybill.
(2) Goods (not being Goods stuffed in or on Containers) which are stated on
the front of this Waybill to be carried on deck and which are so carried (andlivestock, whether or not carried on deck) are carried without responsibility on
the part of the Carrier for loss or damage of whatsoever nature arising during
carriage by sea or inland waterway whether caused by unseaworthiness or
negligence or any other cause whatsoever. The Merchant shall defend, indemnify
and hold harmless the Carrier against all and any extra cost incurred for any
reason whatsoever in connection with carriage of livestock.
14. DELIVERY OF GOODS
If delivery of the Goods or any part thereof is not taken by the Merchant at thetime and place when and where the Carrier is entitled to call upon the Merchantto take delivery thereof, the Carrier shall be entitled without notice to remove
from a Container the Goods or that part thereof if stuffed in or on a Container
and to store the Goods or that part thereof ashore, afloat, in the open or undercover at the sole risk and expense of the Merchant. Such storage shall constitutedue delivery hereunder, and thereupon the liability of the Carrier in respect of
the Goods or that part thereof shall cease and the costs and expenses of suchstorage shall be paid by the Merchant upon demand of the Carrier.
15. BOTH-TO-BLAME COLLISION
If the vessel on which the Goods are carried (the carrying vessel) comes into
collision with any other vessel or object (the non-carrying vessel or object) as aresult of the negligence of the non-carrying vessel or object or the owner of,character of or person responsible for the non-carrying vessel or object, theMerchant undertakes to defend, indemnify and hold harmless the Carrier against
all claims by or liability to (and any expense arising therefrom) any vessel orperson in respect of any loss of, damage to, or any claim whatsoever of the
Merchant paid or payable to the Merchant by the non-carrying vessel or object or
the owner of, charterer of or person responsible for the non-carrying vessel orobject and or set off, recouped or recovered by such vessel, object or person(s)against the Carrier, the carrying vessel or her owners or charterers.

16. GENERAL AVERAGE(1) General Average shall be adjusted, stated and settled at the port or place
where the carrying vessel and/or her owner shall decide according to theYork-Antwerp Rules of 1974, as amended 1994 or any modification thereof, andany other rules, laws and usage of the port or place of the adjustment as may bestated in the ocean Waybill issued for the Goods. Such cash deposit or othersecurity as the Carrier or the owner of the vessel may deem sufficient to cover
the estimated contribution of the Goods and any salvage and special charges
thereon shall be made by the Merchant to the Carrier or the owner of the vessel,
if required, before delivery of the Goods.
(2) If the Carrier delivers the Goods without obtaining security for general
average contributions, the Merchant, by taking delivery of the Goods, undertakes
responsibility to pay such contributions and to provide such cash deposit orother security for the estimated amount of such contributions as the Carrier shallrequire.
17. CHARGES(1) Charges shall be deemed fully earned on receipt of the Goods by the
Carrier and shall be paid and non-returnable in any event.
(2)The Charges have been calculated on the basis of particulars furnished byor on behalf of the Merchant. The Carrier shall be entitled to production of thecommercial invoice for the Goods or true copy thereof and to inspect, reweigh,remeasure and revalue the Goods and if the particulars are found by the Carrier
to be incorrect the Merchant shall pay the Carrier the correct Charges (credit
being given for the Charges charged) and the costs incurred by the Carrier inestablishing the correct particulars.
(3) All Charges shall be paid without any set off, counter claim, deduction or
stay of execution
18. LIEN
The Carrier shall have a lien on Goods and any documents relating thereto, forall sums whatsoever due at any time to the Carrier from the Merchant and forGeneral Average contributions to whomsoever due and for the costs ofrecovering the same and the Carrier shall have the right to sell the Goods anddocuments by public auction or private treaty, without notice to the Merchantand at the Merchant’s expense and without any liability towards the Merchant.

19. VARIATION OF THE CONTRACT
No servant or agent of the Carrier shall have power to waive or vary any of theterms hereof unless such waiver or variation is in writing and is specificallyauthorized or ratified in writing by a director or officer of the Carrier who has
the actual authority of the Carrier so to waive or vary.
20. GOVERING LAW JURISDICTION
The contract evidenced by or contained in this Waybill shall be governed by
Japanese law except as may be otherwise provided for herein, and any action
against the Carrier thereunder shall be bought before the Tokyo District Court inJapan.
21. U.S.A. LOCAL CLAUSE(1) If the Carriage covered by this Waybill includes Carriage to or from or
through a port or place in the United Stated of America, this Waybill shall be
subject to US COGSA of which terms shall be deemed to be incorporated hereinand shall be paramount throughout Carriage by sea or inland waterways and theenter time that the Goods are in the actual custody of the Carrier or any Actual
Carrier at the sea terminal in the United State of America before loading on orafter discharge from the Vessel, as the case may be.
(2) If US COGSA applies, the liability of the Carrier shall not exceed U.S.$500
per package or customary freight unit, unless the nature and value of the Goods
have been declared on the face hereof, in which case Clause 6 (3) shall apply.
(3) The Carrier shall not be liable in any capacity whatsoever for loss, damage
or delay to the Goods while the Goods are in the United State of America awayfrom the sea terminal and are not in the actual custody of the Carrier. The
responsibility of the Carrier shall be to procure, as agent, transportation byinland carriers (one or more) and such transportation shall be subject to theinland carrier’s contract of carriage and tariffs and any law mandatorily
applicable. The Carrier guarantees the fulfillment of such inland carrier’s
obligation under their contracts and tariffs. If, for any reason, the Carrier isdenied the right to act as agent only at these times, the Carrier’s liability for loss,
damage or delay to the Goods shall be determined in accordance with Clause 21(2) and Clause 6 (3) hereof.