1. Purpose of the Agreement.

The parties agree that, through this agreement, SOLINLOG will provide freight forwarding services, acting as a logistics manager. In such capacity, it commits solely to act on behalf of the client (either the shipper or consignee) to:

• Quote, plan, coordinate, control, contract, and oversee the transportation of goods.
• Execute the services required for national or international transport via one or more modes.
• Subcontract complementary services within the logistics chain, on behalf of the client, that are essential for the fulfillment of the logistics operation.

These services shall be carried out in accordance with what is agreed upon in the quotation, purchase order, formal request, or any other document evidencing the client´s consent, whether an individual or legal entity.

2. Disclaimer of liability as Actual Carrier

The acceptance of this agreement implies the client´s agreement with the requested services and the terms under which they will be performed. Such acceptance automatically generates the client´s obligation to pay for the freight forwarding and logistics management services rendered by SOLINLOG.

Non-compliance with this obligation entitles SOLINLOG to take legal action to collect the agreed fees, pursuant to the applicable provisions of the Commercial Code, The Civil Code, and other applicable laws in the United Mexican States.

3. Disclaimer of liability as Actual Carrier

The acceptance of this agreement does not imply that SOLINLOG assumes the obligations of an actual or performing carrier, nor does it represent itself as such. Consequently, SOLINLOG shall not be held liable under the terms established by:

• The navigation Law
• The Civil Aviation Law
• The General Means of Communication Law
• The Commercial Code
• Or any other applicable legal provisions governing the responsibilities of the direct carrier, regardless of the mode of transport used.
4. Legal Scope and Consent

These terms and conditions form an integral part of ever logistics operation carried out by SOLINLOG. The acceptance may be expressed explicitly through written, electronic, or verbal communication, or implicitly through the continuation of negotiations and execution of services.

Such consent shall be legally interpreted as the full expression of the will of the parties, signifying complete acceptance of the obligations set forth herein.

The following are the terms and definitions applicable to the services provided by SOLINLOG S.A. de C.V. in its capacity as a freight forwarder or logistics operator. These definitions form an integral part of the present terms and conditions:

• Freight Forwarder or Logistics Operator.
  A legal entity, in this case SOLINLOG's, that acts on behalf of and in representation of third parties, with the purpose of quoting, planning, coordinating, controlling, executing, and managing all necessary operations for the domestic and international transportation of goods by any means. It also provides complementary services required throughout the logistics chain to fulfill the assigned operations.

• Confirmation Document
  A document that legally supports the existence of a logistics services contract and certifies that the client has expressly requested and accepted the coordination of the transportation service by the freight forwarder. This confirmation also defines the responsibilities of SOLINLOG solely as a logistics coordinatorand not as actual carrier.

• Client
  An individual or legal entity with legal capacity who, on their own behalf, requests and contracts the logistics coordination services provided by SOLINLOG. The client may act as the shipper, consignee, or as another agency acting as a co-loader or correspondent. By contracting these services, the client accepts these terms and conditions, including quotation terms, payment obligations, and any other contractual provisions.

• Shipper
  An individual or legal entity legally authorized to act as the owner of the goods, as a shipping agent, or as a representative of the owner. The shipper enters into the transport and/ or freight forwarding contract and assumes the obligations set forth in SOLINLOG´s Terms and Conditions.

• Consignee
  An individual or legal entity legally entitled, either on their own behalf or by mandate, to receive the goods described in the bill of lading (master or house), packing list, or invoice, according to the terms agreed with the carrier.

• Actual Carrier
  An individual or legal entity with legal capacity and the proper authorizations to operate transportation assets, whether owned or leasedby sea, air, road or rail.

• Co-loader
  

  A service in which the Freight Forwarder, acting on behalf of the client, subcontracts another freight forwarder to carry out part of all of the logistics operation, in order to efficiently fulfill the assigned services.

Co-loader
Servicio mediante el cual el agente de carga, actuando por cuenta del cliente, subcontrata a otro agente de carga para llevar a cabo total o parcialmente la operación logística, con el fin de cumplir eficazmente con los servicios encomendados.

• Master Document
  A Bill of Lading issued by the actual carrier, duly constituted in accordance with applicable law, certifying the transportation of goods using one or more modes of transport.

• Demurrage
  Charges applied by the actual carrier when containers used in the logistics operation are not returned within the agreed timeframe or are returned in conditions other than those contractually established. These charges are the responsibility of the client.

• Storage Fees
  Charges imposed by port terminals, warehouses, yards, industrial facilities, or the storage centers for the use of space –whether for loaded or empty containers – until such containers are withdrawn or moved for further transportation.

• Detention charges
  Additional charges incurred when a vehicle remains at the loading or unloading site beyond the originally agreed time for completing such operations, either at the point of origin or destination.

• Ancillary charges
  A set of charges derived from demurrage, storage or other logistics-related attributable to the operation. These include an additional 12% fee applied in favor of the freight forwarder to compensate for economic loss resulting from the client´s, shipper´s, or consignee´s failure to comply with their obligations. Such charges may be claimed directly by SOLINLOG in accordance with applicable law.

1. Purpose of the Service

It is hereby expressly established and accepted that the purpose of the contract entered into between SOLINLOG's and the client, in its capacity as freight forwarding agent or logistics operatoris strictly limited to planning, coordinating, supervising, managing, and subcontracting- at all times on behalf of, in the name of, and under the responsibility of the client– all operations necessary to carry out the international transportation of goods..

2. Limitation of liability

For legal and commercial purposes, the client acknowledges that SOLINLOG does not at any time present itself as the owner, operator, or exploiter of any individual or collective means of transportation. All transportation services are subcontracted by SOLINLOG on behalf of the client;therefore, the company´s responsibility is strictly limited to logistics coordination and the accurate transmission of shipping instructions to the corresponding carrier, whether that is the shipper, the actual carrier, or another involved agent.

3. Applicable Legal Framework

This contract is governed by the principle of contractual freedom between the parties , in accordance with the provisions of articles 1832, 1839, 1858, and 1859 of the Federal Civil Code of Mexico,as well as any other applicable legal provisions in force within the United Mexican States.

1. The freight Forwarder or Logistics operator shall, in all cases, assume limited liability, strictly related to the purpose of the agency agreement. Their role is limited to the coordination of transportation or logistics services, and therefore their responsibility shall be direct only with respect to actions derived from such coordination. Under no circumstances shall the freight be held liable for the actions or omissions of the carrier, not for contracts, obligations, or debts arising therefrom. Full responsibility for these aspects shall lie exclusively with the client, shipper, or consignee, as applicable.
2. The primary responsibility of the freight forwarder or logistics operator shall be to collaborate with the client- whether shipper, consignee, or another designated agent- in the planning and execution of international logistics and transportation operations, whether unimodal or under a multimodal scheme. For this purpose, the forwarder may control, coordinate manage, and subcontract, in the name of the client, the necessary activities to fulfill the agreed assignment. However, their liability shall be limited only to the services directly provided by them, and shall not extend to any obligations or responsibilities corresponding to the actual carriers (individual or collective) involved in maritime, air, road, or rail transportation.
3. Regarding complementary or auxiliary services related to transportation operations, each agent involved shall be individually responsible for the services they provide. Under the agency agreement, the freight forwarder or logistics operator shall not be held liable for errors, ethical breaches, or negligent acts committed by third parties. However, they shall be obligated to collaborate with the client – or the person designated by the client- to resolve any incident and ensure the correct execution of the operation. Each auxiliary agent shall be liable in accordance with applicable Mexican law and the nature of their activity.
4. When the client – whether as shipper, consignee, or other agent- requests customs brokerage services including customs clearance, the specific responsibility shall lie with the licensed Customs Broker, pursuant to their professional license and in accordance with the provisions of the customs law. Likewise, it shall be the responsibility of the client, consignee, importer or exporter to comply with all tax and customs obligations, including the payment of duties and compliance with all applicable legal provisions.

1. When the freight Forwarder or Logistics operator provides a service that requires the subcontracting of third parties, such contracting shall be understood to be carried out on behalf of the client or shipper. Consequently, the transportation service shall be provided directly to the client, and the freight forwarder or logistics operator´s responsibility shall be strictly limited to the coordination of logistics services and the supervision of the subcontracted services. In all cases, the previously agreed-upon conditions regarding pricing and payment prevail.
2. In cases where, in order to fulfill the services requested by the client (whether shipper, consignee, or designated agent), it is necessary to subcontract another freight forwarder, such subcontracted party shall assume the obligations and responsibilities corresponding to the scope and nature of the services entrusted to them, and shall be directly liable to the primary freight forwarder and its clients.
3. When a freight forwarding agency located outside the United Mexican States (hereinafter, Correspondent Agent ) participates in an import or export operation and either collaborates with or subcontracts the services of the national freight forwarder to facilitate the execution of the operation—including the release of cargo—such Correspondent Agent shall be responsible to its own clients (shipper, consignee, or designated agent) in accordance with its contractual obligations, whether acting as a freight forwarder or as an actual carrier. The national freight forwarder or logistics operator shall be liable only for those actions explicitly and formally entrusted to it, whether in writing or through electronic means, particularly regarding the release of cargo, and shall not assume responsibility for the remainder of the logistics operation.
4. Under the freight forwarding or logistics administration agreement by which the freight forwarder is entrusted with the coordination of international cargo transportation, the client expressly authorizes the freight forwarder to subcontract transportation services which, based on their professional judgment, are deemed the most appropriate to fulfill the objective of moving the cargo from its origin to its destination (or between the geographic points indicated by the client). The client accepts that such subcontracted services shall be provided by reputable and qualified carriers, but understands that the freight forwarder’s liability shall remain strictly limited to the scope of the agency agreement, and that there shall be no joint or several liability with the subcontracted carriers. This provision is agreed upon in accordance with Article 285 of the Commercial Code of the United Mexican States.

1. It shall be the exclusive responsibility of the shipper, consignee, or any client contracting SOLINLOG's services to provide truthful and complete information regarding the cargo to be transported, including its nature, volume, value, and characteristics. In all cases, it shall be understood that the information declared by the client accurately reflects the actual condition of the cargo. Therefore, SOLINLOG's shall not be held liable for any discrepancies in such information.
2. Effective carriers are legally required to have insurance coverage that may apply to both the means of transport and the cargo being transported. However, it is the direct responsibility of the cargo owner, shipper, or consignee to explicitly request the procurement of specific insurance for the goods. As such, it is the sole duty of the client to inform the freight forwarder whether they already hold a valid insurance policy or, if not, to request that such insurance be arranged. Under no circumstances shall the freight forwarder or logistics operator be liable for the lack of insurance on the cargo.
3. SOLINLOG's does not automatically provide insurance coverage for loss or damage to goods unless the client expressly requests it in writing. In such cases, SOLINLOG's responsibility shall be limited to acting as an intermediary, arranging the insurance policy based on the best options available in the market. However, in the event of a claim, SOLINLOG's shall not assume any responsibility for the damage incurred, nor for the claims process or the payment of compensation. Nevertheless, SOLINLOG may assist the client in compiling documentation and facilitating communication with the insurance provider in order to support the claim process.
4. When the client instructs the freight forwarder or logistics operator to procure insurance, such action shall be performed on behalf of the client, with the forwarder acting as the policyholder. The forwarder’s responsibility shall be strictly limited to seeking the protection of the client’s interest in the cargo. Under no circumstances shall the freight forwarder be liable for financial losses resulting from a claim.
5. In the event insurance coverage is contracted, the General Conditions of Transport Insurance shall apply, along with any applicable special clauses in accordance with the regulations of the relevant local insurance market.

1. The term Shipping Line or Shipping Company Company refers to the individual or legal entity engaged in the operation and management of one or more vessels, whether owned or in possession, even if such activity is not their main business purpose, in accordance with the Navigation Law.
2. The obligations of the shipping company shall be governed by the terms set forth on the front side of the Bill of Lading by the carrier, pursuant to Articles 98, 100 subsection X, 101, and 102 of the Navigation Law of the United Mexican States, as well as any applicable international treaties. Through the maritime transport contract, the shipping line undertakes to transport the goods from the point of origin to the final destination and deliver them to the consignee against payment of the agreed freight charges.
3. The client, consignee, or any authorized third party shall cover the full freight cost, including the coordination and logistics services, through the freight forwarder. This payment shall be reflected either in the Bill of Lading or in the corresponding invoice.
4. In the event of delays attributable to the shipping line, the freight forwarder or logistics operator’s liability shall be limited to actively cooperating with the client (shipper, consignee, or authorized third party) to ensure successful completion of the operations and prompt release of the goods.
5. Each participating agent shall be liable under the applicable Mexican legislation, in accordance with the nature of the services rendered and the agreed contractual terms.
6. If the client or consignee, for reason attributable to them, abandons the goods at customs, this shall not exempt them from payment of the contracted services, including: freight forwarding, coordination, logistics administration, transportation, and any ancillary charges incurred (e.g., demurrage, storage, etc.). The obligation to pay shall remain with the client or contracting party.
7. The freight forwarder or logistics operator shall be exempt from liability for the above-mentioned ancillary charges and shall be legally entitled, along with the actual carriers, to pursue legal action against the party responsible for the express or tacit abandonment of the cargo.
8. The shipping line or effective carrier shall assist the freight forwarder in recovering payments resulting from such abandonment and both parties shall reserve the right to take the appropriate legal action.
9. En los casos de coordinación de transporte multimodal (ferroviario, aéreo, terrestre o mixto), las obligaciones del transportista efectivo se regirán por lo establecido en el documento emitido por el mismo (documento Master o Maestro) y por la legislación o tratados internacionales ratificados por México. El agente de carga o administrador logístico será responsable únicamente en los términos de este contrato.
10. For air transport operations, the freight forwarder may coordinate the service through IATA-accredited provider. The acting IATA agent shall be liable to the client and the freight forwarder for any omission or error, including those related to airline instructions or routing, and shall also be responsible for providing the appropriate claims process.
11. In air freight services involving a CO-Loader, this entity shall be understood as the legal person who, on behalf of the client and by subcontracting from the freight forwarder, contracts the air transport with the actual carrier.
12. Claims or arbitration proceedings against the airline must be initiated directly by the client. However, if the freight forwarder agrees to handle the process, the client must endorse the air waybill and issue a letter of assignment of right accordingly.
13. Any dispute arising from air transport services shall be governed by IATA regulations. However, any breach by the client toward the freight forwarder and/ or logistics operator shall be subject to this contract, with jurisdiction conferred to the Common Law Courts of Mexico City or Federal Courts, depending on the matter and region.
14. The selection of the route to be followed shall be the responsibility of the actual carrier, who must choose the safest and most efficient option and promptly inform the freight forwarder. The latter shall only be obliged to coordinate the positioning and collection of the cargo and manage its export or import.
15. For the international road export services, the freight forwarder´s responsibility shall be limited to the domestic segment. Responsibility for the international leg shall fall on the destination consignee agent. The client must arrange insurance coverage for any potential incidents along the international route.
16. Failure by the client to pay the freight or contracted services shall result in direct liability toward the freight forwarder, with jurisdiction over the dispute vested in the courts previously specified.
17. When road transport is provided by an external supplier (individual or entity), that party shall assume full liability for all legal obligations, including maintaining insurance coverage in accordance with current regulations. They also be liable for any unlawful act related to the cargo.
18. If multiple providers are involved in road transportation services, a legal representative must be designated, with sufficient authority to execute the relevant contracts and issue the Carta Porte (Waybill) in compliance with the legal requirements set by the Ministry of infrastructure, Communications, and transportation.
19. If the road transport provider fails to meet the requirements set by the freight forwarder, the freight forwarder may refuse the service for safety reasons and reschedule the operation.
20. If forged documents are used, or if there is fraud, willful misconduct, or a loss, damage or unlawful act during transport, the effective carrier shall be criminally civilly, and commercially liable, as applicable.

1. It shall be the exclusive liability of the shipper, consignee client, or any agent contracting the services of the freight forwarder and/ or logistics operator to provide complete and accurate information regarding the cargo to be transported, including it nature, characteristics and specifications. For all legal purposes, it shall be presumed that the declared contents of the cargo faithfully reflect the actual contents, as provided by the client.
2. The client whether acting as shipper, consignee, or authorized agent, expressly and unconditionally acknowledges their obligation to make payment to the freight forwarder and/ or logistics operator, hereby recognizing the corresponding debt (“I acknowledge and shall pay”) in the amount stipulates in this agreement. Such payment shall be due upon
3. All costs arising from the procurement of cargo insurance shall be borne exclusively by the client. To that effect, the client shall formally request in writing the freight forwarder and/ or logistics operator to procure such insurance.
4. All goods must be properly packaged and secured, in accordance with their nature and specific characteristics. This obligation shall lie exclusively with the client, who shall be solely liable for any damages arising from inadequate or improper packaging.

1. The freight forwarder and/ or Logistics Operator reserves the right, at all times, to pursue legal action for breach of contract and for any damages or losses suffered as a result thereof.
2. Such legal actions may be initiated, among other circumstances, in the event of default by the client or shipper, particularly for non-payment of agency services rendered by the freight forwarder and/or Logistics operator.
3. The freight forwarder and/or Logistics operator shall also be entitled to take legal action in the event of errors or bad faith conduct by correspondent agents involved in co-loading services. This shall apply when, due to deficient management by the origin agent or correspondent agency, the proper coordination of logistic services is compromised, undue payments are incurred, or the commercial reputation of the freight forwarder and/or logistics operator is adversely affected.

1. Shipping instructions must be provided to the freight forwarder and/or Logistics operator in writing or trough digital means. Such submission shall imply full acceptance of these terms and conditions. The instructions must include, at minimum, the following information:
   
   
   • Type and description of the cargo, including its classification (e.g., hazardous materials);
   • Type of packaging, specifying content, quantity, gross/net weight, and dimensions of the packages;
   • Place of load and place of delivery;
   • Instructions and conditions regarding shipment, including the mode of transport ( sea, air, or road);
   • Specific details of the transportation method (FCL, LCL, FTL, LTL, or other as applicable) and issuance of the corresponding documents.
2. In the absence of clear instructions, the freight forwarder and/or Logistics Operator shall be entitled to select, as its sole discretion, the most appropriate means and methods for subcontracting the transport.
3. Verbal instructions must be confirmed in writing by the client within twenty-four (24) hours. Alternatively, they shall be deemed confirmed if so acknowledged in writing by freight forwarder and/or Logistics Operator within the same timeframe.
4. It is the sole responsibility of the client to provide accurate, complete, and timely information. The freight forwarder and/or Logistics Operator shall not be obliged to verify the accuracy of the data received; however, any discrepancies identified will be notified to the client clarification.
5. The freight forwarder and/or Logistics Operator reserves the right, at its sole discretion, to accept or reject the instructions received.
6. For all legal purposes, the client shall be deemed to be individual or legal entity that requested the freight forwarding and/or Logistics services, whether for import or export. Accordingly, such party shall be directly responsible for payment of the contracted services. In the event that, during the operation, a change of consignee is requested by the original client, such change shall not release the original client from its payment obligations.
   
   Specifically, the original client shall remain liable for payments related to freight charges, demurrage, storage, and any ancillary charges arising from the operation. Furthermore, in the event of a consignee change request, the operational personnel of the freight forwarder and/or Logistics operator must first verify the authorization and ensure that there are not legal or customs restrictions that may affect to the execution of the operation.

1. The client shall be responsible for making payment to the freight forwarder and/or Logistics Operator in accordance with the invoices issued.
2. The freight forwarder and/or Logistics Operator shall have the right to collect, at any time, the freight charges, expenses, and any other costs related to its services as condition for the release of the cargo.
3. The client shall be directly responsible for the payment of any taxes, customs duties, transportation cost or other services not contracted through the freight forwarder and/or Logistics Operator.

1. In the event of non-payment by the client for the services rendered or any additional charges incurred, the freight forwarder and/or Logistics operator shall be entitled to exercise a right of retention over the cargo until all outstanding amounts are fully settled, including those arising from delays, storage, handling, or other related operations.
2. If the client or consignee incur omissions that affect compliance with tax, customs, sanitary, or other applicable obligations, thereby hindering the proper execution of the operation, full responsibility shall rest solely with the client. Consequently, the client shall indemnify the freight forwarder and/or Logistics Operator for any resulting financial loss, including damages, as determined by the competent judicial authority.

The freight forwarder and/or Logistics operator may appoint carriers, customs brokers and other third parties as necessary for the transportation, storage, and delivery of the cargo. These parties shall act as independent entities. The cargo shall be entrusted to such third parties under their own terms and conditions, including their respective liability limitations.

Under no circumstances shall freight forwarder and/or Logistics Operator be held for loss, damage, or delay occurring while the cargo is under the custody of such third parties. The freight forwarder´s liability shall be strictly limited to the coordination of logistics services in accordance with the shipping instructions.

1. The freight forwarder and/or logistics operator shall not be liable for economic losses, loss of profits market loss, penalties, claims currency fluctuations, or any other indirect damages.
2. No liability shall be assumed for events of force majeure or acts of god, client negligence, inherent defects of the cargo, or any unavoidable circumstance beyond the control of the freight forwarder.
3. The freight forwarder shall not be held liable for errors in the information provided by the client regarding the content, weight dimensions, marking, or any other cargo-related data.

The parties agree that electronic communication shall be the primary means for the exchange of information and the provision of logistics services. All electronic communications shall be deemed valid agreements between the parties, in accordance with Mexican legislation on electronic commerce.

1. SOLINLOG is the sole and exclusive owner of all intellectual property rights over its content, documents, images, trademarks, logos, patents, designs, trade names, and any other assets protected by applicable law. The client agrees not to reproduce, commercialize, or make any unauthorized use of such elements.
2. The use of SOLINLOG´s website or platforms does not imply any transfer of rights. If a license or permission is granted, the client expressly waives any derived benefits and agrees to compensate for any damages caused by unauthorized use.

At SOLINLOG, we are committed to providing high-quality services with efficiency and professionalism, through highly trained personnel ready to respond to inquiries, request, and client needs in a timely and effective manner.

1. Confidentiality: All information provided by the client shall be treated as confidential and used exclusively for the provision of services, in accordance with the applicable privacy notice.
2. Data protection: By accepting these terms and conditions, the client authorizes SOLINLOG to process their personal data, including sensitive data, pursuant to the provisions of the federal law on the protection of personal data held by private parties. SOLINLOG shall not be liable for the prior use of such data by third parties.

1. The acceptance of services, whether through execution, purchase order, email, or contract, implies full acceptance of these terms under the laws of the United Mexican States.
2. The parties agree to submit to the jurisdiction of the courts of Mexico City, expressively waiving any other jurisdiction that may apply.
3. Regarding international transportation treaties, such treaties shall apply exclusively to carriers or shipping lines and shall not be enforceable against the freight forwarder, except as provided in this agreement and in accordance with article 133 of the Political Constitution of the United Mexican States.