DDP Liability and Responsibility Schedule

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1. Purpose and status

1.1 This Schedule forms part of the Merchant DDP Responsibility Terms (the "DDP Terms") and has the same version, effective date and governing law.

1.2 It allocates responsibility, as between Tanqory and the Merchant, for events arising in connection with a Shipment made on DDP terms.

1.3 It does not determine the rights of any customer, consignee, Carrier or Customs Authority, whose position is governed by their own contracts and by applicable law.

1.4 Where this Schedule and the body of the DDP Terms are inconsistent, the body of the DDP Terms prevails.

1.5 Terms defined in the DDP Terms have the same meaning here.

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2. The four parties and what each does

2.1 Tanqory is not in the chain of customs liability. Tanqory does not bear Import Charges, does not act as Importer of Record, declarant, customs broker or duty payer, does not settle duty, and does not hold funds representing Import Charges.

2.2 The Customs Authority is final. The amount assessed by a Customs Authority is not a matter on which Tanqory or the Merchant has recourse against the other, save as expressly provided in this Schedule.

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3. Estimated versus assessed amounts

3.1 An Estimated Import Charge is a calculation produced by the Platform from Customs Data supplied or confirmed by the Merchant and from third party tariff content. It is an estimate and is not binding on any Customs Authority.

3.2 An Assessed Import Charge is the amount actually assessed by a Customs Authority or invoiced by a Carrier or broker.

3.3 The two are different amounts arrived at by different persons at different times on different information. A difference between them is normal and expected, and is not evidence of a defect in the Platform.

3.4 The Merchant bears the difference in either direction, as provided in Section 18 of the DDP Terms.

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4. Carrier invoices

4.1 A Carrier or broker may invoice Import Charges, together with disbursement, clearance, brokerage, storage, demurrage or administrative charges, after delivery and sometimes long after delivery.

4.2 Where such an invoice is rendered to the Merchant, the Merchant pays it.

4.3 Where such an invoice is rendered to Tanqory, whether because the shipment moved on a Tanqory carrier account or otherwise, the Merchant shall reimburse Tanqory in accordance with clause 4.3 of the DDP Terms.

4.4 Where such an invoice is rendered to the consignee in respect of a Shipment the Merchant elected to send DDP, the position is governed by row S-6 of Section 5.

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5. Scenario allocation

How to read this table. "Merchant" means the Merchant bears the cost or loss as between the Merchant and Tanqory. "Tanqory" means Tanqory bears it, subject always to Section 24 of the DDP Terms. "Carrier" means the loss falls to be pursued against the Carrier under the Carrier's terms by whichever party has standing to do so.

5.1 The scenarios above are illustrative of the allocation principle and are not exhaustive. An event not listed is allocated according to the principle in clause 5.6.

5.2 S-6 in detail. Where a consignee is billed duty at destination on a Shipment the Merchant elected to send DDP, the Merchant is responsible to the consignee for the consequences of that billing, because the Merchant made the representation to the consignee. As between the Merchant and Tanqory, Tanqory is not liable, having transmitted the terms it was instructed to transmit. The Merchant may pursue the Carrier under the Carrier's terms, and Tanqory shall provide reasonable assistance and the transmission records at the Merchant's cost.

5.3 S-14 in detail. For Tanqory to bear a loss under S-14, all of the following must be established by the Merchant: that the Customs Data used was materially different from that supplied or confirmed by the Merchant; that the difference was caused by a defect in the Platform rather than by third party content, Carrier processing or Merchant input; that the Merchant could not reasonably have detected the difference before tender; and that the Merchant notified Tanqory promptly on becoming aware. Section 24 of the DDP Terms applies to any resulting liability.

5.4 S-20 in detail. Nothing in this Schedule creates a security interest or a preference. Tanqory's rights of suspension and set-off are contractual and are subject to applicable insolvency law.

5.5 S-23 in detail. Where a regulator or authority asserts that Tanqory has acted as an importer, declarant, broker, agent or duty payer, Tanqory may take any step it considers necessary to correct or contest the position, including suspending DDP generally, and the Merchant shall provide all reasonable assistance. The indemnity applies to the extent the assertion arises from a Shipment made for that Merchant.

5.6 Residual principle. Where an event is not listed above, the loss lies with the party whose act, omission, data or contractual relationship caused it, and in the absence of such a cause it lies with the Merchant in respect of anything relating to Import Charges, customs treatment, the goods or the customer, and with Tanqory in respect of anything relating to the operation of the Platform itself, in each case subject to Sections 23 and 24 of the DDP Terms.

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6. Reconciliation and evidence

6.1 Where the Platform records information about Assessed Import Charges, it does so for reconciliation, investigation and record-keeping only.

6.2 Such information is not a determination of liability, is not an admission by any party, and does not create an entitlement to a payment or adjustment.

6.3 No correction factor. Tanqory does not apply, and the Merchant shall not request, any calibration, correction factor or adjustment to Estimated Import Charges derived from observed variance. Where estimates are systematically inaccurate for a lane, the matter is addressed with the tariff content provider or through the Merchant's Customs Data, and not by adjusting the calculation.

6.4 Each party shall retain the records it is required to retain under the DDP Terms and shall provide the other with such records as are reasonably required to respond to a Customs Authority, a Carrier or a claim.

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7. Notification and cooperation

7.1 Each party shall notify the other without undue delay of any event listed in Section 5 that is likely to give rise to a claim, an assessment, a penalty or a regulatory enquiry.

7.2 The Merchant shall not, without Tanqory's prior written consent:

(a) make any admission on Tanqory's behalf; (b) describe Tanqory's role to a Customs Authority, Carrier or regulator otherwise than as set out in Section 22 of the DDP Terms; or (c) settle any matter in a manner that imposes an obligation on Tanqory.

7.3 Failure to notify promptly does not extinguish an indemnity, but the indemnified party's recovery is reduced to the extent the failure increased the loss.

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8. Relationship to insurance

8.1 Neither party's obligations under this Schedule are limited by the availability, adequacy or existence of insurance.

8.2 The Merchant shall satisfy itself as to whether its own insurance covers Import Charges, customs penalties, seizure and forfeiture. Tanqory makes no representation that any Tanqory or Carrier insurance responds to any such loss.

8.3 Any cargo, transit or parcel insurance arranged through the Platform covers loss of or damage to goods on the terms of that cover, and does not cover Import Charges, customs penalties or duty variance unless expressly stated.

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9. General

9.1 This Schedule is governed by the laws of Singapore, and disputes are resolved by arbitration in Singapore under the SIAC Rules.

9.2 Nothing in this Schedule limits or excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited or excluded, and nothing deprives a consumer of a non-excludable right.

9.3 If any provision is held invalid or unenforceable it is severed and the remainder continues in effect.

9.4 The English version prevails over any translation.

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Appendix: Counsel decisions embedded in this draft