Terms and Conditions governing the use of the Traconi Transport Tender platform (www.traconi.com). This Agreement is entered into in connection with a company's (Shipper or Carrier) wish for access to, and use of the Traconi System. Last updated Thursday, 18th of May 2006.

The Traconi Transport Tender platform (www.traconi.com) is an Internet-based service that acts as a marketplace for bringing Carriers and Shippers together.

Traconi can not and is not a party to any contract entered into between Shippers and Carriers.

Traconi does not guarantee that either party (Shippers or Carriers) to a contract of carriage made after usage of the Traconi Transport Tender Platform will meet its obligations.

2. Definitions

The following definitions are used in these Terms & Conditions:

The Traconi System - means the Traconi Transport Tender Platform as defined in section 1 (first paragraph).

Traconi - means Traconi AS, a company limited by shares incorporated in Norway with company number: 981 906 055, whose registered address is Dronningensgate 16, 1530 Moss, Norway, rights-holder to, and provider of, the Traconi System.

Registered Company - means a business, being a Carrier or a Shipper, registered as a company and represented by its User(s) at the Traconi System.

User - means a person, representing a Registered Company, who is given a license to the Traconi System by Traconi after having agreed to these Terms & Conditions with Traconi.

Shipper - means any entity who agrees to buy a specified cargo-capacity from a Carrier regardless of whether the entity itself, or a third party, is the owner of the cargo to be transported.

Carrier - means any entity who agrees to perform a specified cargo-transport engagement, whether such engagement being discharged by the entity itself, or by a third party.

Terms & Conditions - means these Terms & Conditions and any appendices that may be applicable from time to time.

License - means a single, non-exclusive, non-assignable license to use the Traconi System in accordance with these Terms & Conditions.

Tender - means a request owned and made by a Shipper for quotations and/or information to perform a specified cargo-transport engagement with the intention to enter into agreement and/or contact with one or more Carriers.

3. Registration and License

In order to access the Traconi System, Companies and Users must register using the registration form available in the Traconi System.

Registered Companies are registered automatically by and during the registration of the first User of the company.

Users act as representatives of and have the authority to act on behalf of the Registered Company in the Traconi System and to enter into binding agreements on behalf of the Registered Company.

Registration as a Registered Company and/or User of the Traconi System is free of charge.

Registration puts the Registered Company and/or User under no duty to actively use the Traconi System.

A Registered Company and its Users are obligated to maintain their registration details up-to-date in the Traconi System themselves.

Registered Companies will be displayed at the Traconi System.

Traconi grants each User a license to use the Traconi System after acceptance of these Terms & Conditions and registration.

4. Termination of License

A Registered Company or any of its Users may terminate their license at any time forthwith by giving notice to us in accordance with section 14 ("Notices and Communications").

Traconi has the right to terminate the license to access and use the Traconi System of a Registered Company and/or any of its Users if they have failed to use the Traconi System for a period of two (2) years.

Traconi has the right to terminate the license to access and use the Traconi System of a Registered Company and/or any of its Users found in breach of any of these Terms & Conditions, the laws and regulations governing transport, or who abuse in any other way the services offered by Traconi or causes the reputation of Traconi to be damaged in the market.

Termination of the License, for whatever reason, shall not affect any of these terms that are intended to continue to have effect after the License has come to an end.

Notification of the termination will be given electronically via e-mail.

5. Tender Procedures

A Tender starts when Traconi on behalf of a Shipper or the Shipper has filled out all the obligatory fields for starting a Tender at the Traconi System, and electronically sends this information to all invited Carriers.

The Tender may contain attachments with supplementary information that will be available to Carriers at the Traconi System.

Tenders can be either closed or open. Open Tenders are open for all Carriers unless the Shipper denies a specific Carrier participation in his Tender. Closed Tenders are only open to Carriers on the Tender invite list of the Shipper.

Invited Carriers will be allowed to examine the published announcements at the Traconi System in order to determine whether they would like to participate.

Tenders can contain one or more bidding rounds. Deadlines for the submission of bids for each bidding round will be clearly outlined at the Traconi System.

The Tender details may be amended by Traconi on behalf of the Shipper or the Shipper by the publication of separate messages containing additions or amendments. All such amendments will be available at the Traconi System and invited Carriers will be notified by e-mail that new information is available at the Traconi System.

Carriers who have submitted a bid before the publication of any new information are at liberty to change or withdraw their bid by contacting Traconi.

A bid is made by filling out all obligatory fields at the Traconi System and/or in the offline bid forms and sending the bid electronically, in the manner prescribed at the Traconi System.

Bids may be changed at any time until the deadline of the bidding round.

Bids may be changed in the next bidding round or in consultation with Traconi if it is apparent that a bid contains a clerical error.

Registered Companies may not bid at a Tender which they have initiated themselves.

Traconi can at its own discretion extend the duration of a Tender without notification to neither Shipper nor Carriers involved.

Traconi may terminate, in consultation with the Shipper that owns the Tender, a Tender process which is underway at anytime.

All information published at the Traconi System will be saved and logged by Traconi for two (2) years unless otherwise agreed with the Shipper and will be available on demand to the Carrier and its Users who posted the information or to the Shipper that owns the relating.

Incoming bids and other information will not be disclosed to the Shipper until after the deadline of the bidding round.

Incoming bids and other information from a certain Carrier will never be disclosed to any other Carrier with the exception of anonymous best bid presentation to Carriers before next bidding round(s).

Bids or any other information relating to a Tender for a Shipper, will never be disclosed to any other Shipper.

At the expiry of the Tender deadline, it is at the sole discretion of the Shipper that owns the Tender, to inform the Carriers whom the Shipper wishes to continue discussions with and to send a rejection to those whose bids will not be taken further.

The Shipper is free in his sole discretion to choose how to allocate/contract the carriage of cargo which is the subject of the Tender among bidders.

The final and binding agreement is made directly between the Shipper and Carrier(s) outside the Traconi System and outside the influence and control of Traconi.

6. Liability of a Registered Company and any of its Users

A Registered Company and any of its Users are liable for the accuracy of all information displayed in the Traconi System, regardless of whether such information is directly displayed by the Registered Company or any of its Users electronically or has been entered manually by a customer service employee of Traconi. Such information can, for example, include engagements, offers, Tenders or bids entered into in accordance with the procedures stipulated in these Terms & Conditions.

Attention is drawn to section 270 of the Norwegian Penal Code, which makes it a criminal offence to fraudulently make a fictitious bid.

A Registered Company and its Users are liable for ensuring that all engagements which are offered are in accordance with the laws and regulations of the countries in which the transport is carried out.

A Registered Company and its Users are liable for unauthorized use of the Registered Company's or its Users' passwords and Usernames.

A Registered Company and its Users are obligated to keep passwords and Usernames secret.

If a Registered Company or any of its Users suspect that a password and/or Username has gone missing, he/she is responsible for contacting Traconi in order to block and change the password/Username in question. Traconi will make the requested changes immediately.

A Registered Company or any of its Users may not assign its/their right to the use/access of the Traconi System to third parties.

7. Liability of Traconi

Traconi shall not be subject to any liability in the event that: (a) data provided to or by Traconi is corrupted or inaccurate; or (b) data down- or uploads are not working, not registered, not processed correctly, or in error of any kind; or (c) messages or emails are corrupted or delayed whether in their delivery to or from Traconi or receipt by Traconi; or (d) Registered Companies and/or Users are unable for whatever reason to access the Traconi System; or (d) Traconi shuts down or limits the use of the Traconi System in order to preserve security; or (f) Traconi acts on communications, which purport to have been made by a Registered Company or User, but which have been sent by a third party purporting to act in the Registered Company's or Users' name, or by a person who has lawful access to the Traconi System but who exceeds his authority.

Traconi can not and is not a party to any agreement and/or contract entered into between Shippers and Carriers notwithstanding the fact the Traconi System has facilitated the contact between the Shippers and Carriers.

Traconi is not liable for the performance of any agreement and/or contract between Shippers and Carriers.

Traconi has not conducted any investigation of the Registered Companies and/or Users, their bids/Tenders nor their services/cargo, and acts solely on the basis of the information that is registered and provided by the Registered Companies and its Users.

Traconi does not accept any liability for situations connected to Registered Companies and its Users and the information which is registered and provided by them.

Traconi is not liable to Registered Companies and its Users for technical problems, computer errors, loss of data, temporary system shutdown or other damage resulting from the Traconi System's technical solutions.

Traconi is not liable for information that ends up in the hands of third parties by illegal means, e.g. as a result of burglary or computer hacking, if the Company has complied with its duty to store the information in a satisfactory manner.

A Registered Company and its Users bear the risk involved in any orders or other electronic activities being delayed, distorted or not being transmitted through to the Traconi System or Traconi, or for such information getting transmitted but being unreadable by the technical equipment employed.

Traconi is not liable for ensuring that electronic messages from Traconi to Registered Companies are received by the appropriate recipient and/or at the right time, or is unreadable or cannot be downloaded by a Registered Company with the technical equipment employed or becomes infested with viruses or otherwise.

8. Confidentiality and Data Protection

Traconi shall treat as confidential and shall not, with the exception of for purposes described in these Terms & Conditions or compelled to do so by law, disclose to any person, firm or company any confidential information belonging to a Registered Company and its Users or their clients/suppliers/customers nor permit its disclosure.

The term "confidential information" shall include, but not be limited to, all information which is not publicly known including any trade secrets, know-how or other commercially sensitive information, information that was already known by the person to whom the information is disclosed, and information which the Company has developed independently without using the privileged information.

During the course of a Tender, Traconi shall not make information arising during the course of any Tender available to any third party, including its shareholders, or its direct or indirect subsidiaries worldwide with the exception of the Shipper that the Tender belongs to.

The duty not to use information in contravention of these Terms & Conditions, or to forward information, applies unless it is otherwise agreed that such information can be used in a specified manner.

Traconi has a duty to store and ensure the protection of registered information about Registered Companies in a satisfactory manner and in accordance with the relevant regulations governing the Traconi System that are in force at the time. This applies to both electronic and printed information.

Information provided by Traconi about a Registered Company to another Registered Company under the terms of these Terms & Conditions shall be given in a satisfactory manner. This means, e.g. that information about Registered Companies must not be disseminated or provided to others neither by e-mail nor in any other way, in a manner which is not in accordance with these Terms & Conditions.

When information is sent by e-mail, Traconi shall ensure that the e-mail is not sent to addressees other than those given by the Customer to Traconi. This also applies to information sent by conventional post or other means.

Traconi is not liable for information that ends up in the hands of third parties by illegal means, e.g. as a result of burglary or computer hacking, if Traconi has complied with its duty to store the information in a satisfactory manner.

If Traconi becomes aware that information about a Registered Company could have been put into the wrong hands or been abused, Traconi shall notify the Registered Company immediately.

Traconi reserves the right to internal use of information about a Registered Company (information that Traconi gains as a result of the Registered Company's use of the Traconi System) in order to make improvements or for other purposes at the Traconi System. Traconi's right to internal use of such information also applies after a Registered Company's license to use and access the Traconi System has been terminated.

If a Registered Company no longer wishes to be registered at the Traconi System the Registered Company may demand that its company information, which is displayed at the Traconi System, shall be removed. This also applies in the situation where Traconi has expelled a Registered Company pursuant to these Terms & Conditions, or where the registration is terminated for any other reason.

If a Registered Company asks Traconi to remove access to part or all of its company information from the Traconi System, Traconi will carry out the request without further warning to the Registered Company.

The limitations imposed on Traconi regarding information which comes into the hands of Traconi through Traconi System activity, or in connection with such activity, remain effective after the Registered Company ceases to be registered at the Traconi System.

9. Copyright and Misuse of the Traconi System

The content of the Traconi System, including any text, graphics, logos or images posted on it, and the content of any email sent to a Registered Company or any of its Users by Traconi, is the property of Traconi or the property of Traconi content suppliers, and is protected by copyright.

TRACONI™ is a trademark of Traconi AS, in Norway and other countries.

A Registered Company or any of its Users shall not use, or be allowed to use, any automated processes/devices or any manual process to copy or monitor activity on the Traconi System.

A Registered Company or any of its Users shall not post on the Traconi System or send via the Traconi System any material that infringes the right of any third party, or is illegal, obscene, offensive, threatening or salacious, or where there is any uncertainty whether it is correct, or that could cause embarrassment to the person concerned or is of a sensitive nature (such as data relating to racial or ethnic origin, religious beliefs, criminal record or health) or containing any virus or other computer programming routine that may damage or disrupt the Traconi System, or intercept any information sent to or from us or the Traconi System.

Traconi reserves the right to delete any material posted on the Traconi System or to refuse to forward or post any material at any time for any reason.

A Registered Company or any of its Users shall not interfere with the Traconi System by linking, framing or otherwise.

10. Force Majeure

Traconi shall not be liable in any way for loss, damage or expense (including any loss of profit, loss of revenue, loss of contract, loss of goodwill, loss of reputation, increased cost of working, any indirect or consequential loss, or loss resulting from the Registered Company's or any of its Users' liability to any other person) arising directly or indirectly from any failure or delay in performing any obligation pursuant to these Terms & Conditions caused by any circumstance beyond our reasonable control, which shall, without limiting the generality of the term, be deemed to include war or other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break down or damage to machinery, equipment or software, malfunctioning of software, corruption of data, inability to access the Traconi System, delays in the delivery or receipt of messages or data to be posted to the Traconi System, fire, flood, acts of God, strike, lock-out or other industrial disputes (whether or not involving our employees) or legislative or administrative interference.

On the occurrence of any such event, Traconi may at its sole discretion suspend performance of or terminate the License, the use of the Traconi System or any Tender.

11. Indemnity

A Registered Company and any of its Users shall at all times, whether during the term of or after the termination of the License to use and access the Traconi System, indemnify and keep us indemnified and covenant not to sue Traconi and Traconi's subsidiaries, shareholders, partners, officers, employees, agents and any transferee or assignee of Traconi, in respect of any and all liabilities, losses, damages, claims or demands (including reasonable legal fees) made by any third party owing to or arising out of any breach by the Registered Company or any of its Users of these terms.

12. Governing Law, Disputes and Jurisdiction

All disputes arising out of these Terms & Conditions and Appendices shall be resolved according to Norwegian law. The parties agree to Oslo District Court as the forum for resolution of such disputes.

The duties of Traconi pursuant to public regulations and orders take precedence over the terms in this Agreement.

13. Entire Agreement and Variation

These Terms & Conditions contain the entire agreement and understanding between a Registered Company and any of its Users and Traconi, and supersede all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of these terms.

A Registered Company and any of its Users acknowledge and agree that they do not agree to these Terms & Conditions on the basis of and do not rely, and have not relied, upon any statement or representation (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) given or entered into by any person (whether a party to these terms or not) except those expressly set out or referred to in these terms and the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be a claim for breach of the contract evidenced by these terms.

14. Notices and Communications

No notice to be given to us shall be effective unless given in writing delivered by email and received and opened by us at our email address appearing in section 2 (second paragraph) or such other email address as Traconi may notify as its email address for service.

Any notice given by Traconi which is not returned as undelivered shall be deemed to have been given immediately.

Any notice to be given to a Registered Company and any of its Users shall be effective if given in writing delivered by email to the Registered Company or any of its Users last notified email address.

In the event that a correctly addressed email sent to the Registered Company or any of its Users last notified address is returned undelivered, Traconi shall be under no further obligation to send further notification.

All communications relating to a contract for the carriage of goods made between Shipper and Carrier shall be made directly between Shipper and Carrier.

15. General Provisions

Time shall be deemed to be of the essence in these terms.

Any right of rescission or termination of us of the License shall be in addition to and without prejudice to all other rights and remedies available to us by reason of any breach of any provisions of these terms.

Any waiver of a breach of any of these terms or of any default hereunder by the Registered Company or any of its Users shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect any other provisions of these terms.

No failure to exercise and no delay on our part in exercising any right, remedy, power or privilege under these terms and no course of dealing between the parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights and remedies provided by these terms are cumulative and are not exclusive of any rights or remedies provided by law.

If the whole or any part of any section(s) of these terms is invalid, that invalidity shall not affect the validity of any other provision.

Where the context admits, singular expressions include the plural and vice versa.

Traconi reserves the right to adjust and amend these Terms & Conditions at any time.

The latest Terms & Conditions will be available on the Traconi System and accessible to all Registered Companies and Users.

Amendments to the Terms & Conditions will be announced at the Traconi System.

Registered Companies and its Users are obligated to abide by the Terms & Conditions that are in force at any given time.

The continued use of the Traconi System by a Registered Company will be construed as indicating acceptance of the amendments to the Terms & Conditions.

Traconi has at any time the right to adjust and amend the technical and administrative procedures regarding the Traconi System, and its design and functionality.

I hereby confirm that I have read the above terms and conditions and accept these as the terms and conditions governing use of the Traconi System. In particular, I understand that individual Registered Companies and its Users are liable for all information at the Traconi System and that Traconi has no liability related to information registered at the Traconi System, the state of affairs between Registered Companies and Users, nor for other states of affairs relating to agreements entered into at the Traconi System between Registered Companies. All agreements which I conclude with other Registered Companies through using the Traconi System will be between the contracting parties. Traconi will not be party to any agreement between Registered Companies.