WHEREAS the historical JGC Line Policy is to set up and form a global network of companies to assist and provide a more quality and cost saving services to the customers in the global market of logistics and transportation activities;

WHEREAS this goal requires to look carefully all around the world in order to choose the very best quality Member/Agent in every single Country;

WHEREAS the scope of services provided by JGC Line Members embraces: Sea/Air transhipment, Air/Sea transhipment, LCL import deconsolidation, LCL export consolidation/groupage, FCL/FCL transhipment/transloading in bonded warehouse, Exhibition/WShow and semicon freight, Door to Door services, Household/Personal effects removal, Packaging/crating, Marine insurance, Custom brokerage/Declaration, Crosstrade handling, Project handling, Shippers own containers (SOC);

WHEREAS JGC Line alliance and its group strategic concept are now able to be more competitive against the integrated carriers & NVOCC worldwide;

WHEREAS the Member desires to establish a close cooperation with the Members/Agents of JGC Line network to share JGC Line Policy as well as to promote each other’s services on the current and incoming routes served by them;

NOW THEREFORE, in accordance with the foregoing and of the mutual covenants, terms and conditions hereinafter set forth, JGC Line and the Member agree as follows:

ARTICLE 1 – ADMISSION TO MEMBERSHIP
JGC Line accepts the Member’s application for membership because it meets the following conditions:
(1) the application is in writing;
(2) the application is signed by an authorised representative of the applicant Member, provided with the necessary powers to bind it;
(3) the application is accompanied by an English-translated copy of certificate, stating that the Member is duly incorporated under the law of its Country, issued by the relevant and competent Public Authority not later than five (5) working days before the date in which the application is sent;
(4) the application relates to a world port or town for which there are not three JGC Members yet, considered that a maximum of three Members is allowed per each port/town;
(5) the application is supported by a) the written approval of one (1) Executive Officer promptly notified to the JGC Line Chairman, and b) seconded in writing by the latter;
(6) the above approvals are notified via fax or e-mail to the Member;
(7) both the Membership Entrance Fee (as per standing Schedule A, herein enclosed) and the first Annual Membership Fee (as per standing Schedule B, herein enclosed) result to be paid in the term of fifteen (15) working days from the notice of the above approvals.

ARTICLE 2 – MEMBERSHIP REGISTER
JGC Line shall maintain a Membership Register which content, prescribed by JGC Line Executive Officers Committee, includes the following particulars:
(1) the full company name and the registered office address of the Member;
(2) the full name of the authorised representative of the Member signing the Membership application;
(3) the date of admission to Membership and the date of cessation of such Membership.

ARTICLE 3 – RIGHTS OF THE MEMBER
After the execution of this Agreement, the Member shall have the right:
(1) to get in touch with hundreds of JGC Line Members/Agents operating all around the world;
(2) to get sales lead enquires including handling of free hand cargoes by JGC Line existing Members/Agents;
(3) to obtain cost saving and publishing, included advertise on the common JGC Line website and corporate gifts;
(4) to gain recognition under same identity and same slogan as JGC Line Members covering almost all around the world;
(5) to minimize Bad Debts Liability;
(6) to minimize traveling expenses with the JGC Line concept supervised by JGC Line appointed Executive Officers worldwide under direct management of JGC Line secretary department;
(7) to attend and vote at the Annual General Meeting by its accredited representatives or alternates or proxies appointed in accordance with this article and to receive all notices and circulars issued by JGC Line;
(8) to appoint, by notice in writing, an accredited representative and an alternate to represent it at Annual General Meeting. Such notice must contain, among other things, an undertaking:
(a) that its accredited representative shall have full powers to represent it; and
(b) that the acts of its accredited representative at General Meeting shall be deemed to be the acts of the Member and binding on it;
(9) without prejudice to the foregoing, to appoint a proxy to represent it at the Annual General Meeting of JGC Line. The instrument of proxy shall be in a standard form as the Executive Officers Committee shall prescribe from time to time and shall be despatched so as to reach JGC Line at its registered office not less than twenty -four (24) hours before the time fixed for that Meeting, failing which the instrument of proxy shall be treated as invalid, and
(10) to revoke at any time, by notice in writing to JGC Line, the appointment of any accredited representative and appoint another in his place. The appointment of any accredited representative of the Member shall be automatically terminated:
(a) upon the accredited representative ceasing to be an employee of the Member or otherwise being dissociated from the Member, in which case the Member shall forthwith notice JGC Line in writing of such cessation or dissociation;
(b) if he has been adjudicated a bankrupt or becomes insolvent or makes any arrangement or composition with his creditors generally; or
(c) if he has been convicted of such crimes or offences which, in the sole opinion of the Executive Officers Committee, render him unfit to be the accredited representative of the Member or bring JGC Line into disrepute;
(11) to use, in accordance with the terms and conditions set forth in article 6, common JGC Line integrated Bills of Lading & AWB, which shall include FMC Bonded Bills of Lading issued by JGC Line Lax member.

ARTICLE 4 – DUTIES OF THE MEMBER TOWARDS JGC LINE
Towards JGC Line, the Member shall be under obligation:
(1) to pay the Annual Membership Fee within May 30th of every year, considering that the JGC Line financial year starts April 15th and ends April 14th of the next year;
(2) to attend the Annual JGC Line Conference, held in neutral resort location where JGC Line ensures all members 100% focus on networking with all fellow members. JGC Line Conference attendance is mandatory for all new Members in 1st calendar year of Membership while, after that, all Members in good standing are required do not miss more than one (1) consecutive JGC Line Conference, under penalty of automatic termination of the Membership;
(3) to be active in sales endeavours for mutual growth with fellow JGC Line Members.

ARTICLE 5 – DUTIES OF THE MEMBER TOWARDS THE OTHER JGC LINE MEMBERS
Towards the other JGC Line Members, with which dealings are carried on, the Member is obliged:
(1) to quote accurate net buying rates in full details in a timely manner;
(2) to promptly respond to all communication within twenty-four (24) hours;
(3) to employ sufficient personnel and adopt adequate procedures to enable each Members to provide superior quality services to the other, preferably incorporating the ISO 9000 standards;
(4) to be equipped with proper licensing, tools and technology to perform all the phases of the supply chain;
(5) to forward all shipments in the form of a consolidation whenever possible with the Master document fully addressed to each other, unless client instructions in writing dictate otherwise;
(6) to promptly send to the other Member a pre-alert, via e-mail or fax, to cover every shipment. This alert shall contain at least the following particulars: Sending Member /Agent’s reference number, MAWB number, date, airline, flight number, HAWB number, total pieces of weight, shipper, consignee. Pre-alerts for ocean freight shipments must contain the name of the shipping Line, vessel, E.T.D., E.T.A. as well as the bill of lading number;
(7) on receipt of shipment, to make certain that freight and documentation are in good order. If shortage or damages are noticed, the Receiving Member /Agent shall endorse the carrier’s receipt accordingly and immediately notify the other Member / Agent. Moreover, the Receiving Member /Agent shall file a preliminary notice of claim against the carrier to protect the rights of the other party;
(8) on receipt of shipment, documentation and/or notification, to immediately contact the ultimate consignee or its appointed broker by telephone, fax or e-mail. Expenses or penalties incurred as the result of delay in response to notification shall be borne by the Receiving Member /Agent;
(9) to respect other members existing customer bases and refrain from backselling or use of other JGC Line Members confidential client data;
(10)to share the gross profit 50/50% on all nominated cargo and accounts either in L/C or through routing order, sales lead, recommendation and so on, while revenues on free hand traffic has to be kept for the party who generates the business;
(11)to keep to his own account incomes arising from any operation or service rendered within his own Country/Port;
(12)to settle debts in a timely manner. For the purpose of this sub-article the Member recognised that rates are negotiated and prepaid in the Loading Country to achieve the best purchasing result. Consequently the party acting as the Receiving Member/Agent will be invoiced at the time of shipment and shall have to settle the relevant amount within thirty (30) days from the date of invoicing.

ARTICLE 6 – JGC LINE BILL OF LADING
The Member recognises and accepts that the issuance of the JGC Line Bill of Lading is subject to the following terms and conditions:
(1) this Bill of Lading may be issued and exchanged among the Members only;
(2) this Bill of Lading may be issued only if it is previously registered with the JGC Line head office and the relevant fee is paid;
(3) the fee required for issuance of this Bill of Lading amounts to U.S. Dollars five (5)/teu [U.S. Dollars five (5) x 20′ or U.S. Dollars ten (10) x 40′] with a minimum amount per JGC Line Bill of Lading of U.S. Dollars five (5)/set and a maximum of U.S. Dollars five-hundreds (500) per financial year, as defined at article 4;
(4) the Members shipping cargo under JGC Line Bill of Lading will handle both outgoing and incoming cargo as “Delivery Agents” on behalf and for account of JGC Line, acting as “Principal”;
(5) JGC Line will indemnify the Member for any reasonable claim brought against the latter for the sole reason of them being involved as an agent, without any negligence on their behalf as well as for all reasonable costs incurred in connection with such claim by Member. Such indemnity will be on the condition that JGC Line is notified immediately of any such claims and that the Principal’s claims handling instructions are followed. Without prejudice to the foregoing, the indemnity in relation to the claim will be limited, under the JGC Line Bill of Lading, to the amount JGC Line is legally liable for, unless instructions to the contrary were given in writing and embodied in the JGC Line Bill of Lading;
(6) the Members, on the other hand, will indemnify and hold harmless JGC Line head office, its officers, directors and shareholders, their successors, heirs and assigns from against all claims, liabilities, penalties, demands, actions, and consequences of whatever nature which may arise or to be made against JGC Line, including all losses, damages, interests, legal costs or any other expenses which JGC Line may sustain or incur arising from shipments for which the Member issues JGC Line Bill of Lading;
(7) where the ultimate liable party is a sub-contractor contracted by the Member, the latter will put in a claim against such sub-contractor on behalf of or/and according to the instructions of JGC Line. They will jointly and severally indemnify JGC Line for all reasonable costs incurred in connection therewith;
(8) should the Member fail to pursue such action or fail to follow up the reasonable instructions of JGC Line, they will be jointly and severally liable vis-a-vis JGC Line as if they were the sub-contractors themselves.

ARTICLE 7 – RESIGNATION OF MEMBER
The Member wishing to resign from this Agreement shall give written notice of at least one (1) month to the JGC Line head office, but shall remain liable for all fees and other monies (including without limitation any Membership fees) due and owing from the Member up to and including the date on which the resignation is to take effect.

ARTICLE 8 – SUSPENSION AND EXPULSION OF MEMBER AND TERMINATION OF MEMBERSHIP
(1) If the Member is alleged to have :
(a) violated any of the provisions of the Agreement;
(b) failed to abide by any of the decisions of the Executive Officers Committee; or
(c) acted in any way prejudicial to the interest of JGC Line or its Members,
the Executive Officers Committee may, at its discretion, of its own accord or on receiving a written complaint in connection therewith,
(i) consider the conduct of the Member concerned at a meeting convened for the purpose; or
(ii) appoint an investigation committee to investigate the allegations and report its findings to the Committe, and then consider the conduct of the Member concerned at a meeting convened for the purpose upon receipt of the report.
(2) The Member concerned shall be given written notice of not less than seven (7) days of the Committee meeting at which its conduct will be considered. Such notice shall set out brief details of the allegations against the Member upon which the Committe’s decision is sought and shall, where the Committe has appointed an investigation committee, be accompanied by a copy of the report of the investigation committee. The Member concerned shall be entitled to attend the Committe meeting and make representations to the Committee on the subject matter tabled for the Committee’s decision;
The Council shall, by a majority of not less than two-thirds of the Council members present and voting, determine whether the allegations against the Member concerned are substantiated. If the Committee so determines that the allegations against the Member concerned are substantiated, it shall, by a majority of not less than two-thirds (2/3) of the Committee members present and voting, determine whether :
(a) to expel the Member from the JGC Line;
(b) to suspend the Membership of the Member for a period of up to twelve (12) months;
(c) to issue a written warning; or
(d) to take any other disciplinary action as it thinks fit.
The decision of the Committee shall be final, conclusive and binding on such Member. The Membership of any Member shall be terminated if :
(a) it has resigned in accordance with this article;
(b) it has been expelled in accordance with the provisions of this article;
(c) it has been adjudicated a bankrupt or becomes insolvent or makes any arrangement
or composition with its creditors generally;
(d) it has been wound up by a court of competent jurisdiction; or
(e) it has been convicted of such crimes or offences which, in the sole opinion of the Committee, render the Member unfit to be a Member or bring JGC Line into disrepute.