General Terms and Conditions of Services

NOTICE OF PREVAILING LANGUAGE

These General Terms and Conditions are provided in English as a courtesy translation of the Spanish version. In the event of any discrepancy, inconsistency, ambiguity, or difference in interpretation between the Spanish and English versions, the Spanish version shall prevail and shall constitute the controlling and legally binding version.

1. Purpose and Application

These General Terms and Conditions govern the terms and conditions under which VITTI LOGISTICS, S. DE R.L. DE C.V. (“VITTI LOGISTICS”) provides logistics, coordination, management, advisory, intermediary, and other services related to operations that are expressly contracted by its clients.

These General Terms and Conditions supplement and form part of the commercial terms applicable to each project, operation, service, quotation, commercial proposal, service order, or equivalent instrument accepted by the client.

The quotation applicable to each project or operation shall specifically determine the contracted scope, including, as applicable, the services included, activities, concepts, fees, timelines, operating conditions, exclusions, and other specific terms and conditions.

In the event of any discrepancy between these General Terms and Conditions and the specific terms and conditions expressly agreed in writing for a project, the specific terms and conditions of such project shall prevail, except with respect to mandatory legal obligations.

2. Acceptance Through Quotation and QR Code

Each quotation or commercial proposal issued by VITTI LOGISTICS may include a QR code, electronic link, or equivalent reference directing the client to the then-current version of these General Terms and Conditions published on VITTI LOGISTICS' official website.

Acceptance of the applicable quotation, proposal, service order, or engagement shall constitute acceptance of these General Terms and Conditions, to the extent applicable to the contracted service.

The version of these General Terms and Conditions applicable to an operation shall be the version identified or linked in the relevant commercial documentation, or the version that can be demonstrated to have been in effect and accepted at the time of contracting.

3. Scope of Services

VITTI LOGISTICS shall provide exclusively those services expressly included in the applicable quotation or commercial document.

The quotation shall constitute the primary reference for determining the economic and operational scope of each project.

Any activity, management, procedure, coordination, handling, service, supply, expense, or responsibility that is not expressly included in the quotation must be reviewed in advance and, where applicable, may require a supplementary quotation, additional authorization, and/or result in additional charges.

This may include, by way of example and without limitation:

extraordinary services;

modifications to the originally requested scope;

additional handling operations;

storage or expenses arising from extended stays;

extraordinary inspections or reviews;

changes of route, destination, or instructions;

third-party services;

additional documentation or procedures;

permits, certifications, or procedures not contemplated;

expenses, duties, taxes, surcharges, or contributions not included;

waiting times, delays, or extraordinary operating circumstances; and

any other item that reasonably exceeds the scope originally quoted.

When operating circumstances require immediate action to prevent damage, risks, breaches, delays, or adverse effects on the operation, VITTI LOGISTICS may undertake the reasonably necessary actions, informing the client as soon as reasonably possible and subject to the corresponding commercial regularization.

4. Service Definition and Responsibilities

VITTI LOGISTICS shall assume the obligations expressly corresponding to the contracted service and described in the applicable quotation, contract, or service order.

The engagement of VITTI LOGISTICS for a particular activity shall not, by itself, imply the assumption of obligations belonging to other participants in the logistics or commercial chain, including, as applicable, owners of goods, importers, exporters, shippers, consignees, carriers, customs brokers, authorities, warehouses, suppliers, port operators, or other third parties.

Each participant shall retain the responsibilities applicable to it under applicable law, the nature of its involvement, and the specific terms of the operation.

VITTI LOGISTICS shall be responsible for obligations legally attributable to it and for those it has expressly assumed in the corresponding project.

5. Information and Documentation Provided by the Client

The client shall be responsible for providing VITTI LOGISTICS with complete, accurate, authentic, current, and sufficient information and documentation for the proper provision of the contracted services.

Such information may include, depending on the nature of the operation, data relating to goods, quantities, characteristics, origin, destination, values, commercial documentation, operating instructions, permits, authorizations, participants, and other information necessary for the operation.

VITTI LOGISTICS may request clarifications, supplementary documentation, or additional information when reasonably necessary to perform the service or comply with applicable provisions.

When the information provided is incorrect, incomplete, untimely, or insufficient, the consequences arising from such circumstance shall correspond to the party that provided or generated such information, to the extent determined by applicable law and the nature of the corresponding obligation.

6. Additional Services and Project Modifications

Any substantial modification to the scope originally quoted may require a commercial and operational review.

VITTI LOGISTICS may issue a supplementary quotation when the requested modifications involve additional resources, time, risks, procedures, or costs.

The performance of additional services shall be subject to the corresponding acceptance, except in cases where it is reasonably necessary to take immediate measures to comply with a legal obligation, respond to an instruction from an authority, preserve goods, prevent a risk, or protect the continuity of the operation.

7. Payment Terms and Policy

Prices, advance payments, payment deadlines, and payment terms shall be those established in the applicable quotation, commercial proposal, contract, or service order.

The client shall make payments within the agreed deadlines.

Services or expenses requiring advance payments to third parties, authorities, suppliers, carriers, warehouses, or other service providers may be subject to the prior delivery of the corresponding funds by the client.

In the event of non-compliance with the payment terms, VITTI LOGISTICS may, in accordance with the agreed terms and applicable law, temporarily suspend activities whose performance requires additional funds, without affecting those obligations that must legally continue to be performed.

8. Validation of Clients, Suppliers, and Third Parties

VITTI LOGISTICS may implement reasonable identification, validation, and due diligence procedures for clients, suppliers, and third parties with whom it maintains business relationships.

Depending on the nature and risk of the operation, such procedures may include verification of legal existence, tax and commercial information, representatives, ultimate beneficial owners, references, applicable sanctions or restriction lists, and other information reasonably necessary for its compliance processes.

VITTI LOGISTICS may request additional information or refrain from initiating or continuing an operation when there are objective reasons relating to legal compliance, security, operational risk, integrity of the operation, or prevention of unlawful activities.

9. Compliance with Applicable Law

VITTI LOGISTICS and its clients shall comply, within the scope of their respective obligations, with the laws, regulations, rules, administrative provisions, and other applicable legal requirements governing the contracted services and operations.

In foreign trade, logistics, and transportation operations, VITTI LOGISTICS shall act within the regulatory framework applicable to the activity actually contracted.

The client acknowledges that certain legal obligations correspond directly to the importer, exporter, owner of the goods, consignee, carrier, or other participant in the operation, as applicable.

10. Foreign Trade and Standard Trading Conditions

When the contracted services relate to import, export, transportation, or logistics activities associated with foreign trade, the laws, regulations, administrative provisions, and other rules applicable to the specific nature of the operation may apply.

To the extent applicable to the contracted activity, and provided that there is no specific condition agreed between the parties and no mandatory legal provision establishing otherwise, the then-current AMACARGA Standard Trading Conditions applicable to the relevant service may apply on a supplementary basis.

The foregoing reference shall be supplementary in nature and shall apply only with respect to the matters and activities to which such conditions are applicable.

Under no circumstances shall the supplementary application of standard conditions be construed as modifying, excluding, or waiving any rights or obligations established by mandatory legal provisions.

11. Legality of Goods and Operations

The client represents that the goods, funds, documents, and instructions related to the operation are lawful and that it holds all authorizations, permits, registrations, and other elements legally required of it.

VITTI LOGISTICS may not be used to facilitate operations related to unlawful activities.

In particular, the parties shall refrain from using the services to facilitate, directly or indirectly:

smuggling or illicit trafficking of goods;

transactions involving proceeds of illicit origin;

money laundering;

terrorist financing;

corruption or bribery;

fraud or document falsification;

evasion of applicable sanctions or restrictions;

human trafficking;

forced labor or labor exploitation; or

any other activity prohibited by applicable law.

When objective circumstances indicate a possible breach, VITTI LOGISTICS may request additional information, temporarily suspend the operation, or refrain from continuing with it, to the extent permitted by applicable law.

12. Human Rights and Labor Compliance

VITTI LOGISTICS recognizes and promotes respect for human and labor rights in accordance with applicable law.

Clients, suppliers, and third parties participating in operations coordinated by VITTI LOGISTICS shall comply with applicable provisions concerning labor matters, social security, occupational health and safety, non-discrimination, prohibition of child labor, forced labor, harassment, and other labor rights.

No commercial instruction may be construed as authorization to violate legal provisions concerning labor, human rights, safety, the environment, or any other applicable legal obligation.

13. Anti-Corruption and Business Conduct

The parties shall conduct themselves in accordance with applicable anti-corruption laws and shall refrain from offering, promising, giving, requesting, or receiving improper payments, benefits, or advantages.

VITTI LOGISTICS may adopt reasonable prevention and compliance measures in connection with the operations it coordinates.

14. Suppliers and Third Parties

When the provision of a service requires the participation of carriers, warehouses, operators, agents, authorities, specialized service providers, or other third parties, their participation shall be determined by the nature of the contracted service and the specific conditions of each operation.

The engagement or involvement of a third party shall not, by itself, modify the responsibilities legally applicable to each participant.

When VITTI LOGISTICS acts solely as a coordinator or intermediary for certain services, its liability shall be determined in accordance with the scope actually contracted and the applicable law governing such involvement.

15. Force Majeure and Circumstances Beyond Reasonable Control

VITTI LOGISTICS shall not be liable for delays or failures to perform arising from events that are reasonably beyond its control, including, without limitation, acts of authorities, blockades, closures, natural disasters, extraordinary traffic conditions, labor disputes involving third parties, infrastructure disruptions, failures of systems not under its control, government restrictions, or similar events.

The foregoing shall apply without prejudice to obligations that must legally be performed and to reasonable measures that may be adopted to mitigate their effects.

16. Reservation of Rights and Compliance

VITTI LOGISTICS reserves the right to request information, documentation, or clarifications reasonably necessary to perform its services and verify compliance with the applicable terms and conditions.

Likewise, it may reject, suspend, or condition an operation when reasonably necessary to comply with applicable law, respond to requests from authorities, preserve the safety of persons or goods, prevent unlawful activities, or protect the integrity of the operation.

The exercise of these rights and powers shall be carried out proportionately to the circumstances and within the framework permitted by applicable law.

17. Limitation to the Contracted Scope

The engagement of VITTI LOGISTICS shall be limited to the services expressly included in the corresponding commercial documentation.

The absence of a service, activity, expense, or responsibility from a quotation means that such item does not form part of the economic scope originally contracted, unless it is subsequently incorporated through a modification, supplementary quotation, service order, or corresponding authorization.

This provision is intended to clearly establish the scope of the commercial relationship and prevent the provision of a specific service from being interpreted as the implied engagement of additional services.

18. Order of Precedence of Documents

For purposes of interpreting each operation, the following order of precedence shall apply:

Mandatory applicable legal provisions.

Specific terms and conditions expressly agreed for the project.

The corresponding contract or service order.

The accepted quotation or commercial proposal.

These General Terms and Conditions.

Standard conditions applicable on a supplementary basis.

In the event of a conflict, the document having higher priority under the foregoing order shall prevail, unless the parties have expressly agreed to another mechanism permitted by applicable law.

19. Updates to the General Terms and Conditions

VITTI LOGISTICS may update these General Terms and Conditions to reflect legal, regulatory, operational, or commercial changes.

The version applicable to an operation shall be the version incorporated into or referenced in the corresponding commercial documentation at the time of contracting, without prejudice to amendments that become mandatory by operation of law.

20. Governing Law

These General Terms and Conditions shall be interpreted in accordance with the applicable laws of the United Mexican States, as well as any special provisions applicable to the nature of each service and operation.

If any provision of these General Terms and Conditions is invalid, unenforceable, or contrary to a mandatory legal provision, such circumstances shall not affect the validity of the remaining provisions, which shall remain in full force and effect to the extent permitted by applicable law.