AGREEMENT OF CO-OPERATION

This Agreement is made on this XXXXXX 2020

by and between

A S L LOGISTICS CMB (PVT) LTD

306/2/8, HIGH LEVEL ROAD,
COLOMBO 06,
SRI LANKA
Company Reg. Number: PV 00209933

and

PXXXXXXXXXXXXXXXXXXXXXXXXXXX
NO.XXXXXXXXXXXXXXXXXXXXX,
MXXXXXXXXX
Company Reg. Number: 6XXXXX
 AGREEMENT ON THE PROVISION OF FREIGHT FORWARDING SERVICES

THIS AGREEMENT is made and entered by and between

A S L LOGISTICS CMB (PVT) LTD a company duly incorporated in the republic of Sri
Lanka and having it’s principal office at No. 306 2/8, High Level Road, Colombo 06, Sri Lanka
in the said Republic (hereinafter referred to as “ASL” which term or expression as herein used
shall mean and include the said A S L LOGISTICS CMB (PVT) LTD and its successors and
permitted assigns).

of the Other Part, and,

PXXXXXXXXXXXXXXXXXXX a company duly incorporated in Malaysia and having its

principal office at No. xxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxxxxxxxxx (hereinafter referred to as “XXX’’ which term or expression as
herein used shall mean and include the said PXXXXXXXXXXXXXXXXXXX and its
successors and permitted assigns),

WHEREAS ASL and XXX each carry on the business of freight forwarders in their respective
countries, and

WHEREAS each party hereto have agreed to engage the other to provide, inter alia, services relating to
the forwarding of cargo from the country of one party to the country of the other party, subject to and
upon terms and conditions agreed to between them, and

WHEREAS the parties desire to record the said agreement reached by them in a written contract.

NOW THIS AGREEMENT THEREFORE WITNESSETH that for and in consideration of each
party hereto doing, observing, performing and complying with the covenants, terms, conditions,
obligations and stipulations herein contained to be done, observed, performed and complied with by each
respective party, the parties hereto hereby agree as follows: -

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1. Engagement

Each party hereto hereby engages the other, to provide the services set forth in clause 3 below in respect
of freight forwarding services and combined transport services relating to international transport, in each
respective country of each party, subject to and upon the terms and conditions contained herein.

2. Objectives

The objective of this agreement is the mutually profitable handling, development and improvement of
airfreight and ocean freight services between the respective country of each party hereto. In achieving
these objectives, the parties hereto acknowledge that competitive services and tariffs are essential to the
success of the business of each party and subject to the proviso that a party should not be required to
trade unprofitably, the parties shall exercise flexibility and commercial judgment in varying their tariffs
wherever possible.

3. Services

3.1 Each party hereto shall provide the following services to the other party hereto, under this agreement,

3.1.1 Promote and advertise airfreight and ocean freight business and solicit business to and
from both countries and the rest of the world;

3.1.2 Forward cargo at freight rates and terms and conditions agreed with that other party;

3.1.3 Book cargo, coordinate inland collection and complete all export/import documentation
and effect shipment/delivery;

3.1.4 Collect all freight, storage, demurrage, terminal handling charges and other sums on
behalf of the other;

3.1.5 Prevent loss of and/or damage to cargo;

3.1.6 Exchange sales leads and undertake to sell actively the agreed services on behalf of the
other and secure routed traffic in a manner that is profitable to both parties.

3.2 Each party undertakes hereby to provide the services in accordance with the terms and
conditions of this agreement as well as instructions from time to time given by the other party
and in the absence of such instructions, in such manner as shall be desirable in the best interest of
the other party.

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3.3 Each party represents hereby that it is duly authorized to sell/promote the services of the other
party and to consign House bills of lading/House airway bills for exports from the country of
each party.

4. Collection of freight and other charges

4.1 A party may Forward cargo on Master/House bills of lading collect only with the prior written
approval of the party at the port of discharge which approval shall be obtained by the party at the
port of loading, prior to forwarding the cargo.

4.2 Parties shall always forward cargo by air on the basis that the Master airway bill is prepaid at the
point of origin.

4.3 In all instances where cargo is forwarded on freight and other charges collect basis pursuant to
the provisions of clause 4.1 hereof by the party at the port of loading, the party at the port of
discharge shall collect freight and other charges, prior to release of documents relating to the
cargo to the consignee. In the event cargo is forwarded on freight collect basis and the sum to be
collected from a consignee amounts to or is over a sum of United States Dollars Two thousand
five hundred (US $ 2500), the party at the port of discharge (at the point of destination) shall pay
and remit such freight and other charges to the party at the port of loading (at the point of origin),
within a period of seven (7) days of handing over the documents relating to the cargo to the
consignee.

4.4 In the event freight charges are changed from prepaid to collect basis or collect charges are
increased, each party shall immediately notify the other party in writing so as to enable that other
party to duly perform the obligations in clause 4.2 hereof.

4.5 In the event a party fails to notify the party at the port of discharge of the changes referred to in
clause 4.4 above, such party shall not be responsible for or liable to collect freight charges or the
increased freight from the consignee of cargo as the case may be, and notwithstanding any thing
to the contrary herein, shall be entitled to a profit share as set out hereinafter as if such freight is
duly collected by the party at the port of discharge.

4.6 Unless otherwise specified in writing by one party to the other party in terms of clause 4.1
hereof, a carrier’s freight charges on the Master Bill of Lading or Master Air Way Bill shall be
prepaid at the point of origin.

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5. Profit Share

5.1. Parties agree to share equally (50:50) all of the profits on freight charges for all transactions
secured by the parties in terms hereof, whether nominated or free hand traffic. Nevertheless, any
other operational revenue derived at the origin port or at the destination port is not considered
part of the profit sharing, except in cases of prior and mutual agreement.

5.2. The Parties hereto shall bear the costs and expenses incurred by each of them in the provision of
the services by each party hereto and in the performance of the obligations of each under this
agreement unless otherwise agreed in writing prior to the expenditure being made or committed.

6 Duties and Procedures

6.1 The parties shall do all that each reasonably can to further the safe arrival of cargo to the consignee
at destination.

6.2 Each party shall comply with all laws, regulations and rules of the country in which each party
renders the services in terms hereof, with trading conditions imposed by contracts of insurance
covering the freight forwarding activities of each party.

6.3 Each party (at the port of loading) shall inform the other (party at the port of discharge) by pre-
advice per fax, e-mail or EDI, full details of each consignment of goods forwarded by such party
including numbers (MBL/HBL/MAWB/HAWB), pieces, weight, volumes, terms of delivery,
cash on delivery (“COD”), cash against documents, names and contact details of the consignee
and further information needed by other party to obtain customs clearance and exercise delivery
of the respective shipment.

6.4 Each party shall exchange with the other details of operational procedures, names of key personnel,
tariffs and any further information necessary to maintain and improve their co-operation.

6.5 A party forwarding cargo on charges collect basis shall, obtain a quotation of charges and notify the
other party thereof (and on any subsequent revisions thereto) in writing, prior to forwarding
cargo on such basis. The party at the port of discharge shall not be held liable for the failure to
collect freight charges that it has not been notified of in accordance with this provision.

6.6 Unless specifically agreed, a party shall not accept COD consignments without prior permission of
and reaching agreement on procedures and charges with, the other party.

6.7 A party shall not forward consignments of personal effects/cargo other than with the prior written
agreement of the other party, obtained on a case-by-case basis.

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 6.8 Unless otherwise agreed in writing, a party shall forward consignments of perishable cargo only on
(Master/House bills of lading) freight prepaid basis.

6.9 The party (at the port of discharge) shall deliver consignments of cargo to the rightful consignee, as
per the documentation relating to such cargo. Pending deliveries will be advised to the party at
the port of loading within seven (7) days of arrival of cargo for necessary action.

6.10 In the event the cargo is damaged the agent shall inform the party at the port of loading of such
damage prior to delivery of the cargo to the consignee.

6.11 In the event a consignee abandons a consignment of cargo, the party at the port of discharge
shall, promptly,

(i) inform the party at the port of loading that the cargo has been abandoned and
notify and take necessary steps in that regard with the shipper...
(ii) obtain in writing, a statement from the consignee confirming that the consignee
has abandoned the cargo.
(iii) on the instructions of the shipper take necessary steps to recover freight and
other charges therefore and dispose of the cargo as soon as possible so as to
avoid demurrage and rent.

7 Accounting and terms of payment

7.1 Each party hereto shall keep good and proper accounts and records including correspondence,
relating to all transactions and dealings with the other party and made payments and settle
invoices raised by each party in a prompt and timely manner.

7.2 Each party hereto shall send to the other, monthly, month-end statements by the 05 th day of the
following month, which shall include all receivables and payables for such month. Unless
otherwise provided herein or agreed upon in writing by the parties, all payments to the other
party shall be settled in full within ten (10) days on receipt of the statement for the previous
month in full without any deduction, counter claim or set-off provided all shipments have
reached the destination. Also, the payments in relation to freight collection shipments referred to
in clause 4.3 hereof shall be made in terms thereof.

7.3 Any queries on statements shall be forwarded by fax or e-mail to the nominated contact of a party
hereto within three (03) days from the date of the said monthly statement. Such queries shall not

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 justify the withholding of payments other than payment/s in relation to which a query is raised as
aforesaid.

7.4 All invoices shall be raised and settled by the parties hereto in United States Dollars.
7.5 In any given instance the credit limit given to a party shall be USD Ten Thousand only
[USD 10,000/-]. In the event any receivable and payables to a party by the other party is
in excess of the credit limit of USD Ten Thousand [USD 10,000/-], all payments due to
the first mentioned party in excess of the said limit shall be settled in full by the other
party immediately.
7.6 All payment and settlement of payable/receivable has to be done within the specified banking
channel between both the companies.

For A S L Logistics CMB (Pvt) Ltd as per the below bank details

Account Name : A S L Logistics CMB (Pvt) Ltd

Address : 306/2/8, High Level Road, Colombo 06, Sri Lanka
Account Number : 5191 3000 0059 (USD)
Bank Name : Sampath Bank
Bank Code : 7278
Branch Code : 191
Bank Address : 85 & 87 Panchikawatte Road, Colombo 10, Sri Lanka
Swift Code : BSAMLKLX

For XXXXXXXXXXXXXXXXXXXXXXXXXXX as per the below bank details

Account Name : Pxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Address : No. xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
Account Number : 0000000000000000 (USD)
Bank Name : xxxxxxxxxxxxxxxxx
Bank Branch : xxxxxxxxxxxxxxxxx
Bank Address : xxxxxxxxxxxxxxxxx
Swift Code : XXXXXXXX

7.7 Each party shall pay their own wire transfer fees and/or other additional bank fees when remitting
funds.

8 Claims
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 Both parties shall follow the standard claim procedure agreed upon by the parties. In
general, both parties shall ensure that freight and other documents are in good order, that
shortages and/or damages are endorsed on the carrier’s receipt, notified to the other party
immediately and filed as a preliminary notice of claim against the carrier.

9 Indemnity

9.1 Each party hereto shall be individually liable for any loss or damage of whatever nature,
however arising in the course of performance of the services hereunder resulting from
willful act, default or gross negligence of any management, personnel or other persons
employed by them or any sub-contractor.
9.2 In the event that a party is held vicariously liable for the negligence of the other party, such
other party shall indemnify and hold harmless the party first referred to for all loss or
damage suffered by such party.
9.3 Each party hereto should have in place full and proper insurance cover for all its freight
forwarding activities including the provision of the services contained herein valued up
to US$ 30,000/=.

10 Confidentially

It is understood and agreed to that the parties to this Agreement would each like to provide the
other with certain commercial information that may be considered confidential. The parties shall
have a duty to protect, other confidential and/or sensitive information from 3rd parties and/or
individuals without a need to know.

11 Arbitration

Any doubt, difference, dispute, controversy or claim arising from out of or in connection with
this agreement or on the interpretation thereof or on the rights, duties, obligations or liabilities of
any parties hereto or on the operation, breach, termination or validity thereof, shall be settled

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 amicably through consultation. In the event such doubt, difference, dispute controversy or claim
is not settled within a period of thirty (30) days from the date thereof, the dispute shall be finally
settled under the rules of Singapore International Arbitration Centre by a sole arbitrator
appointed in accordance with the said rules. The venue of such arbitration proceedings shall be at
Singapore and the language of the arbitration shall be in English. Any award made by the said
arbitrator shall be final and binding on the parties hereto and be accepted as a rule of court.

12 Law and Jurisdiction

This Agreement shall be governed by and construed under the English Law.

13 Term and termination

13.1 This agreement shall continue to be in force indefinitely until terminated by either party
giving not less than ninety (90) days prior written notice to the other.

13.2 This agreement shall terminate immediately in case of a party,

(a) committing a breach of any of the obligations, terms, conditions and covenants
and/or stipulation contained in this agreement and failing to remedy such breach
within a period of fourteen (14) days from the receipt of a written notice from
the other party to do so.
(b) upon the death or adjudication as insolvent, if a party is an individual or the
dissolution of the partnership of a party for whatsoever reason or the death or
adjudication as insolvent of any partner of the firm, if a party be a firm or if a
party is a company, if a party is to be liquidated or wound up, whether
voluntarily or otherwise.
(c) In the event a party has either by himself or by his servants or agents
committed or suffered to be committed any act which, in the opinion of the other
party is prejudicial to the interest or good name of the other party.
(d) In the event that a party becomes aware that the other party has committed any
act of misconduct which has been investigated and established.
(e) In the event of a Force Majeure event occurring which substantially impairs
the performance by a party of its material obligations under this Agreement and
continuing for a period of more than thirty (30) days.

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14. Entire Agreement
This agreement constitutes the entire understanding between the parties hereto and shall not be
modified or amended except by both parties agreeing in writing, to do so. This is personal to the
parties and shall be assigned by a party only with the written permission of the other party.

15. Notices
All notices under this Agreement, from one party to the other, shall be given in writing addressed
to the party/ies named below and shall be deemed to have been delivered or given in the case of
a letter on the next day of delivery of mail after the date of posting and in the case of a facsimile
transceiver on the same day of transmission provided however that if the deemed delivery day is
not a business day at the address of the addressee, then the delivery shall be deemed to take place
on the first business day then following. The notice, demand, request or report shall be given or
made at address of the addressee stated below or at such other address as such party shall have
designated by notice in writing to the other party hereto. Notices given by letter shall be sent by
registered post. In the case of notices sent by facsimile transceiver, confirmation copies shall be
dispatched by registered post.

In the case of ASL W. A. Kapila Wijesekara

Director
A S L Logistics CMB (Pvt) Ltd
306/2/8, High Level Road, Colombo 06, Sri Lanka
Tele/fax : +9411 232 7188
Tel : +9477 277 1892

In the case of XXXX Jxxxxxxxxxx xxxxxxxxxxxxxxxx

Director
Jxxxxxxxxxx xxxxxxxxxxxxxxxx
Sxxxxxxxxxx xxxxxxxxxxxxxxxx

Tele/fax : +00000000000
Tel : +00000000000

IN WITNESS WHEREOF the hand of W. A. Kapila Wijesekara, the authorized representative of A S

L Logistics CMB (PVT) LTD and Jxxxxxxx Pxxxxxxx Bxxxxx, the authorized representative of
Pxxxxxxxxxxxx xxxxxxxxxxxxxxxx was placed hereunto and to one other at the tenor and date & place set
out hereinafter.

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A S L LOGISTICS CMB (PVT) LTD PXXXXXXXXXXXXXXXXXXXXXXX
For and on behalf of itself and its For and on behalf of itself and its
affiliated companies affiliated companies

Signature : Signature :
Name : W. A. Kapila Wijesekara Name : Xxxxxxxxxxxxx Xxxxxxxxxx
Designation: Director Designation: Director

On this 20th day of October, 2020 in Colombo, On this 20th day of October, 2020 in Colombo,
Sri Lanka Sri Lanka

Affiliated Companies of ASL Logistics CMB

(Pvt) Ltd

ASL Logistics (Myanmar) Private Limited

Room 902, 9th Floor, Central Tower,
Kyauktada Township, Yangon, Myanmar

ASL Logistics Co., Ltd.

26/55 Nanglinchi Road, Thumahamek,
Sathorn, Bangkok 10120, Thailand

ASL Logistics Malaysia C/o Premium Global

Logistics Sdn bhd
No. 59-B Jalan Bayu Tinggi 6/KS6, Batu
Unjur, 41200 Klang, Selangor Darul Ehsan,
Malaysia

DWW Logistics Lanka (Pvt) Ltd

306 2/8, High Level Road,
Colombo 06, Sri Lanka

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