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Global e-commerce Logistics 2018

Global e-commerce Logistics 2018 - The Loadstar · Figure 6.30 Russia, Caucasus and Central Asia e-commerce logistics market forecast scenarios Figure 6.31 Russia, Caucasus and Central

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Page 1: Global e-commerce Logistics 2018 - The Loadstar · Figure 6.30 Russia, Caucasus and Central Asia e-commerce logistics market forecast scenarios Figure 6.31 Russia, Caucasus and Central

Global e-commerce Logistics 2018

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Global e-commerce Logistics 2018

2 © Transport Intelligence Contents

CONTENTS

1. INTRODUCTION

1.1. History of e-commerce

1.2. e-commerce and e-commerce logistics definitions

1.3. e-commerce and e-commerce logistics fundamentals

2. TRENDS AND DEVELOPMENTS

2.1. Cross-border e-commerce logistics

2.2. City Centre logistics model

2.3. On-demand delivery platforms and implications for the parcels sector

3. E-RETAIL RETURNS

3.1. The challenge of returns in the e-retail sector

3.2. Dealing with returns

3.3. Returns as a tool for competitive advantage

3.4. Existing return solutions

3.5. Future returns solutions

4. E-COMMERCE LOGISTICS SURVEY

4.1. Demographic profile of participants

4.2. Proportion of e-commerce sales/traffic

4.3. Proportion of B2C sales/traffic

4.4. Cross-border vs. domestic e-commerce

4.5. Brand differentiation

4.6. Logistics Outsourcing

4.7. Top challenges in e-commerce logistics

4.8. Strategies for peak season

4.9. e-commerce logistics costs

4.10. Threats for LSPs

4.11. Future developments

4.12. Technology adoption

5. TECHNOLOGY

5.1. Introduction

5.2 Significant Technologies

5.3. Fast fashion is getting faster

6. E-COMMERCE LOGISTICS COSTS STRUCTURES, MARKET SIZES

AND FORECASTS

6.1 Definition of e-commerce logistics costs

6.2 Summary of logistics cost structures in e-commerce

6.3 e-commerce logistics costs as a % of sales for selected retailers

6.4 Differences in e-commerce logistics cost structures: Vertical sectors

6.5 Differences in e-commerce logistics cost structures: Retail channels

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6.6. Differences in e-commerce logistics cost structures:

Warehousing/fulfilment costs vs Last-mile/outbound shipping costs

6.7. Differences in e-commerce logistics cost structures: Geographies

6.8. Differences in e-commerce logistics cost structures: Other

considerations

6.9. Differences in e-commerce logistics cost structures: Store-based vs e-

commerce

6.10. e-commerce logistics market sizing methodology

6.11. Global e-commerce logistics market size and forecast

6.12. Asia Pacific e-commerce logistics market size and forecast

6.13. Europe e-commerce logistics market size and forecast

6.14. Middle East & North Africa e-commerce logistics market size and

forecast

6.15. North America e-commerce logistics market size and forecast

6.16. Russia, Caucasus and Central Asia e-commerce logistics market size

and forecast

6.17. South America e-commerce logistics market size and forecast

6.18. Sub-Saharan Africa e-commerce logistics market size and forecast

7. E-COMMERCE LOGISTICS STRATEGIES

7.1. Competitive comparison

7.2. Alibaba

7.3. Amazon

7.4. ASOS

7.5. JD.com

7.6. John Lewis

7.7. Ocado

7.8. Walmart

7.9. Souq

7.10. Mercado Libre

7.11. Rocket Internet

8. E-COMMERCE LOGISTICS PROVIDERS

8.1. Competitive comparison – e-fulfilment logistics

8.2. Competitive comparison – last-mile logistics

8.2. Clipper Logistics

8.3. Deutsche Post DHL Group

8.4. FedEx

8.5. Kuehne + Nagel

8.6. La Poste (DPD)

8.7. Royal Mail (GLS)

8.8. SEKO Logistics

8.9. Singapore Post

8.10. UPS

8.11. USPS

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8.12. XPO Logistics

ABOUT TI

Table of Figures

Figure 2.1 Global Annual Online Sales Growth

Figure 2. 2. Global cross-border B2C e-commerce transaction value (US$

billion)

Figure 2.3 Drivers changing City Last-Mile Deliveries

Figure 2.4 Share of online shoppers who used Click &Collect (2016)

Figure 3.1 Typical returns network

Figure 3.2 Returns options

Figure 4.1 In which industry does your company operate?

Figure 4.2 What type of e-commerce logistics services do you provide?

Figure 4.3 How do you predict that the proportion of your company's

current sales/volumes that relate to e-commerce will change within the next

five years?

Figure 4.4 How do you predict that the percentage of your current B2C e-

commerce sales/traffic will change within the next five years?

Figure 4.5 How do you predict that your share of cross-border e-commerce

sales will change within the next five years?

Figure 4.6 Listed below are a number of attributes that have been used to

describe different e-commerce logistics providers. Could you please tell us

which, if any, apply to the brands listed below that you are aware of?

Figure 4.7 How do you expect online retailers’ outsourcing habits to change

over the next five years?

Figure 4.8 Which type of retailer do you think is more likely to outsource

logistics functions?

Figure 4.9 What are your top 3 challenges in e-commerce logistics?

Figure 4.10 What strategies do you have in place to handle seasonal and

promotional peaks?

Figure 4.11 How do you expect retailers’ e-commerce logistics costs as a

% of their sales to change over the next five years?

Figure 4.12 If your e-commerce logistics costs are changing, what drives

this change?

Figure 4.13 What strategies do you have in place to reduce your e-

commerce logistics costs?

Figure 4.14 Which of the following factors has the greatest impact on your

margins on last-mile and e-fulfilment

Figure 4.15 What do you consider to be the main threats to your e-

commerce logistics operations in the next five years?

Figure 4.16 Which of these areas are of interest to your company for future

development?

Figure 4.17 What technology are you looking to invest in to improve your e-

commerce logistics?

Figure 6.1 Core determinants of e-commerce logistics cost structures

Figure 6.2 e-commerce logistics costs as a % of sales for selected retailers

Figure 6.3 Multi-channel vs omni-channel fulfilment

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Figure 6.4 Multi-channel/omni-channel spectrum

Figure 6.5 Division of fulfilment and last-mile costs

Figure 6.6. USA top 10 online retailers by GMV 2016

Figure 6.7 Europe top 10 online retailers by sales 2015

Figure 6.8 Sales structure of China’s Online Retail Sales

Figure 6.9 Global e-commerce logistics market size and forecast

Figure 6.10 Global e-commerce logistics market forecast scenarios

Figure 6.11 Global e-commerce logistics market size by region (2017)

Figure 6.12 Global e-commerce logistics market size by region (2021)

Figure 6.13 Asia Pacific e-commerce logistics market size and forecast

Figure 6.14 Asia Pacific e-commerce logistics market forecast scenarios

Figure 6.15 Asia Pacific e-commerce logistics market size by country

(2017)

Figure 6.16 Asia Pacific e-commerce logistics market size by country

(2021)

Figure 6.17 Europe e-commerce logistics market size and forecast

Figure 6.18 Europe e-commerce logistics market forecast scenarios

Figure 6.19 Europe e-commerce logistics market size by country (2017)

Figure 6.20 Europe e-commerce logistics market size by country (2021)

Figure 6.21 Middle East & North Africa e-commerce logistics market size

and forecast

Figure 6.22 Middle East & North Africa e-commerce logistics market

forecast scenarios

Figure 6.23 Middle East & North Africa e-commerce logistics market size

by country (2017)

Figure 6.24 Middle East & North Africa e-commerce logistics market size

by country (2021)

Figure 6.25 North America e-commerce logistics market size and forecast

Figure 6.26 North America e-commerce logistics market forecast scenarios

Figure 6.27 North America e-commerce logistics market size by country

(2017)

Figure 6.28 North America e-commerce logistics market size by country

(2021)

Figure 6.29 Russia, Caucasus and Central Asia e-commerce logistics

market size and forecast

Figure 6.30 Russia, Caucasus and Central Asia e-commerce logistics

market forecast scenarios

Figure 6.31 Russia, Caucasus and Central Asia e-commerce logistics

market size by country (2017)

Figure 6.32 Russia, Caucasus and Central Asia e-commerce logistics

market size by country (2021)

Figure 6.33 South America e-commerce logistics market size and forecast

Figure 6.34 South America e-commerce logistics market forecast scenarios

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Figure 6.35 South America e-commerce logistics market size by country

(2017)

Figure 6.36 South America e-commerce logistics market size by country

(2021)

Figure 6.37 Sub-Saharan Africa e-commerce logistics market size and

forecast

Figure 6.38 Sub-Saharan Africa e-commerce logistics market forecast

scenarios

Figure 6.39 Sub-Saharan Africa e-commerce logistics market size by

country (2017)

Figure 6.40 Sub-Saharan Africa e-commerce logistics market size by

country (2021)

Figure 7.1 National Markets Served Through Dedicated Sites

Figure 7.2 Strategies to compete with Amazon

Figure 7.3 Alibaba-affiliated companies handled more than 70% of the

31.3bn parcels handled in China during 2016

Figure 7.4 Cainiao Financials

Figure 7.5 Amazon Net Sales 2008 to 2017

Figure 7.6 Amazon Net Sales by Geographic Region (and AWS) % to Total

2017

Figure 7.7 Amazon Net Sales by Country % to Total 2017

Figure 7.8 Revenue by Business Segment % to Total 2017

Figure 7.9 Amazon Fulfilment Costs 2009 to 2016

Figure 7.10 Amazon Outbound Shipping Costs 2009 to 2016

Figure 7.11 Amazon Outbound Shipping Revenues 2009 to 2016

Figure 7.12 Amazon and key competitors

Figure 7.13 ASOS 2017 Retail Sales by Region

Figure 7.14 JD.com fulfilment process

Figure 7.15 Mercado Libre Net Revenues by Geography

Figure 8.1 The e-fulfilment logistics market

Figure 8.2 Clipper Logistics Finances: Revenue by Business Segment % to

Total (2016)

Figure 8.3. Clipper Logistics: Returns Process

Figure 8.4. PeP Revenue by Business Segment % to Total 2016

Figure 8.5. Parcel Revenue by Business Segment % to Total 2016

Figure 8.6. Parcel Germany Sorting Centre Network Expansion 2010 to

2016

Figure 8.7. DHL Parcel Europe Geographic Presence

Figure 8.8. DHL eCommerce fulfilment process

Figure 8.9. DHL eCommerce fulfilment centre network

Figure 8.10. DHL’s view of the future of US e-commerce supply chains

Figure 8.11. DHL Express Revenue by Business Segment % to Total

Figure 8.12 FedEx SmartPost zone skipping

Figure 8.13 Kuehne + Nagel global e-commerce fulfilment footprint

Figure 8.14 K+N end-to-end e-commerce offering across all business units

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Figure 8.15 Kuehne + Nagel e-commerce logistics ecosystem

Figure 8.16 DPD Predict Service Availability

Figure 8.17 GLS ParcelShops network

Figure 8.18 SEKO Logistics: Omni-channel logistics network

Figure 8.19 UPS Delivery System

Figure 8.20 My Choice and Access Point Coverage

Figure 8.21 XPO Logistics Finances: Revenue by Vertical % to Total

(2016)

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1. INTRODUCTION

As e-commerce markets have matured, consumer expectations on

deliveries have increase dramatically. Retailers often use the last-mile to

differentiate themselves and gain a competitive advantage, at least in the

short-term.

In the early stages of e-commerce adoption, online purchasers demanded

relatively fast delivery at a low-cost point, preferably free. However, as these

markets matured, and customers became accustomed to greater choice,

expectations on delivery speed, quality, certainty, cost and flexibility

increased. With next-day and same-day delivery now the norm in more

established markets, online purchasers are seeking ever faster delivery

options, with more than 50% of online shoppers now stating that they want

e-commerce sites to offer one-hour deliveries in metropolitan areas.

Expectations are now so high that if a retailer does not offer the delivery

service (speed or certainty) that a consumer expects or does not use a last-

mile company that they approve of, the individual will terminate the purchase.

According to a recent study undertaken in the US, 27% of shoppers (among

the most experienced online purchasers globally) stated that they had left an

online retailer’s website due to same-day delivery not being provided as an

option (an increase of 10% from the previous survey). Another 25% also

terminated a transaction due to the lack of a ‘day-certain’ service. In addition,

28% of purchasers abandoned an online purchase because the last-mile

operator used by the e-retailer was a company that they had previously had

a bad experience with. This latter point, the ability for consumers to choose

the carrier that will handle their online purchase, is becoming a key

consideration for a growing number of online shoppers.

This constant increase in delivery choice, and control by the consumer, is

forcing e-retailers and last-mile providers to adapt their operational and

pricing models, despite it being considered by many to be unsustainable. A

number of companies are looking at developing new distribution models to

serve high delivery-dense locations, such as cities, whilst others are

implementing additional charges, or increasing the sales limit before free

delivery becomes available. This is the case with UPS which not only

charges extra for ‘Extended and Remote Areas’ but also for the delivery of

packages during ‘Peak Periods’, e.g. Christmas, Black Friday and Cyber

Monday. These surcharges are in addition to the usual fees paid by retailers

or customers.

It is unknown how much more choice online customers can be provided with.

However, it is clear that if retailers keep acceding to the ever-increasing

demands of purchasers for faster deliveries, to a greater number of locations,

at minimal cost, with the option to choose provider and change delivery

windows, then we are likely to see more last-mile operators implementing

additional charges or risk further erosion of profit.

Aside from last-mile, fulfilment presents its own set of issues. Retailers

continue to grapple with transforming their multi-channel operations to omni-

channel and deciding whether they should do it themselves or outsource to

an LSP. Traditional LSPs are having to adapt, moving into new areas such

as digital e-commerce services to differentiate themselves from the

competition. They are competing against a raft of start-ups as well as the

behemoths of global e-commerce, such as Amazon (Fulfilment by Amazon)

and China’s Alibaba (Cainiao) and JD (JD Logistics). As the Chinese

providers expand their footprint globally, they won’t just be competing with

Amazon for online sales, they will vie for a greater piece of the e-fulfilment

logistics pie too. Life could get much tougher for traditional LSPs.

e-commerce evidently presents unusual and difficult logistics challenges,

which are exacerbated by its rapid pace of change. The key for LSPs is

delivering services which both satisfy their clients and are consistently

profitable. For many, this remains elusive, and it is likely to get more difficult

as both consumer demand and supplier competition increases.

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Figure 4.4 How do you predict that the percentage of your current B2C e-

commerce sales/traffic will change within the next five years?

4.4. Cross-border vs. domestic e-commerce

Moving forward, cross-border sales will prove to be a significant growth

driver of overall e-commerce, according to survey participants. This was the

view held by both shippers and LSPs.

The key implication here is that cross-border and going global will be a major

opportunity for retailers moving forward. However, every opportunity comes

with challenges. In the context of cross-border e-commerce, these include

higher logistics costs as the cost efficiencies offered by localised fulfilment

and quicker shipments cannot be captured with cross-border shipments. In

other words, cross-border retail is putting a strain on traditional operating

models, making them no longer fit for purpose. This, combined with the ever-

increasing customer expectations for premium shipping options are some of

the main factors that might discourage many retailers from reaching a bigger,

international customer base. Retailers’ pain points in cross-border e-

commerce, however, translate into business opportunities for LSPs. With

logistics becoming a key differentiator in cross-border e-commerce, LSPs

that specialise in this area are poised to capture a larger market share from

the burgeoning cross-border e-commerce growth.

Figure 4.5 How do you predict that your share of cross-border e-commerce

sales will change within the next five years?

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6.10. e-commerce logistics market sizing methodology

Definition of e-commerce logistics

For Ti’s definition of e-commerce logistics, refer to page 8.

What sales channels are involved in Ti’s definition of e-commerce

logistics market sizes?

The logistics costs incurred from all internet retailing of physical goods are

included in the e-commerce logistics market sizes. Logistics costs incurred

from all other sales channels are not included in the e-commerce logistics

market sizes. The only B2B sales that are included are those classified as

retail sales.

Are both domestic and cross-border e-commerce logistics activities

included in the market sizing?

Yes. Any domestic e-commerce logistics activity is allocated to the country

in which it takes place. For cross-border e-commerce logistics, it is a matter

of the location of the seller. For instance, for goods ordered from a Japanese

website destined for China, the logistics costs incurred are attributed to

Japan’s e-commerce logistics market size.

Does the market sizing include both outsourced and in-house e-

commerce logistics activities?

Yes. Each e-commerce logistics market size should be seen as the ‘total’ e-

commerce logistics market for a given country or region. Of the total market,

some proportion is accounted for by in-house logistics activities, with the

remainder being outsourced logistics. Estimates of the proportion of in-

house or outsourced ecommerce logistics in any given market are not

provided in this report.

Growth rates

Nominal growth rates

All market size growth rates in this chapter, including forecast growth rates,

are estimates of nominal growth. That is, they estimate how much the market

has grown due to both volume and price changes.

Logistics costs as a % of online retail sales

Note that all 2017 growth rates of e-commerce logistics markets (including

forecasts) are estimates of how much online retail sales of physical goods

have increased in a given market. It is assumed that logistics costs as a %

of online retail sales remain constant year-on-year. This ensures that online

retail sales growth equals e-commerce logistics market growth for any given

country. The assumption that logistics costs as a % of online retail sales

remains constant will not be correct in reality. The more this proportion

changes year-on-year, the larger any error will be. However, given the fact

that logistics costs as a % of online retail sales for many online retailers tends

to display no clear upward or downward trend over time, it appears to be the

most reasonable assumption to make. Moreover, year-on-year deviations to

logistics costs, as a % of online retail sales for many online retailers, tend to

be relatively small. On aggregate, it is expected that errors arising from this

assumption are usually relatively small. For a table containing data of

logistics costs as a % of online retail sales over time for various online

retailers, see page 62.

Exchange rates

For all relevant 2017 market sizes, conversion to euros has taken place by

applying the 2017 average annual exchange rate. Note that while all growth

rates take into account volume and price changes, they do not account for

exchange rate movements. Thus, all 2016 market size figures, as well as

forecasts to 2021, have been calculated on a constant exchange rate basis.

In other words, all market size figures are measured on a 2017 annual

average exchange rate basis.

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Forecasts

Three scenarios (expected, low and high) of how the market may develop

are presented for each market.

Expected

The expected scenario assumes that logistics costs as a % of online sales

remain constant over the course of the forecast, or equivalently the net

impact of changing logistics costs as a % of online sales over the forecast

horizon is zero, such that online retail sales growth equals e-commerce

logistics market growth.

High

The high scenario assumes that in each year of the forecast, logistics costs

as a % of online sales are two percentage points higher than compared to

what they were in 2017. For instance, if logistics costs as a % of online sales

were 15% in 2017 for a given market, then the forecast assumes that they

are 17% in 2018, 2019, 2020 and 2021.

Low

The low scenario assumes that in each year of the forecast, logistics costs

as a % of online sales are two percentage points lower than compared to

what they were in 2017. For instance, if logistics costs as a % of online sales

were 15% in 2017 for a given market, then the forecast assumes that they

are 13% in 2018, 2019, 2020 and 2021.

CAGRs

It should be noted that in the majority of cases, it is expected that growth

rates in the earlier years of the forecast will be higher than in the later years,

as online retail sales growth tends to slow over time. Some volatility should

be expected, especially in nascent and emerging e-commerce markets.

7.2. Alibaba

The Alibaba Group is the world's largest retailer by GMV. For the year ended March 31, 2017, Alibaba reported GMV of $547bn. To put this into context, Chinese rival JD had GMV of $94.8bn in 2016, while Amazon’s GMV was estimated at $206bn in 2016 by FTI Consulting. In China, Alibaba operates

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online retail marketplaces including Taobao (China’s largest mobile commerce destination), Tmall (China’s largest third-party platform for brands and retailers) and Juhuasuan (sales and marketing platform for flash sales), as well as the wholesale marketplace 1688.com and the Rural Taobao programme (addresses consumption needs in China’s rural areas). Its international cross-border operations include AliExpress (global marketplace for buying Chinese goods), Alibaba.com (China's largest global online wholesale marketplace), Tmall Global (platform within Tmall for overseas brands to reach Chinese consumers) and Lazada (operates commerce platforms in Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam - Controlling stake acquired in April 2016). Alibaba also offers cloud computing services, and media and entertainment services. Through a mixture of investment and co-operation Alibaba is involved with several non-consolidated companies including AliPay (online payments), as well as Cainiao (logistics). In the year to March 2017 Alibaba Group achieved revenues of $22.99bn, which represented a 56.5% increase on the previous year. Meanwhile EBITDA rose by 42.3% to $10.817bn. Alibaba’s Chinese retail marketplaces accounted for 72% of revenues and had 453m active buyers (an increase of 8.3% over 2016). Mobile commerce accounted for 80% of Chinese commerce retail revenues and together its China retail marketplaces had 507m mobile monthly average users (an increase of 23.7%). Cainiao Network Alibaba does not own its supply chain, but rather partners with key providers through the Cainiao Smart Logistics Network, which was a 51% owned subsidiary as of September 2017. Cainiao Network was established in 2013 and does not deliver packages itself. Instead it operates a logistics data platform that provides real-time data to enable LSPs to share information to increase efficiency. The network was initially formed of five express delivery companies, one retailer, and two investment companies: YTO Express (Logistics) Co., S.F. Express (Group) Co., ZTO Express Co., Yunda Ltd. and Shentong Express Co., Yintai Holdings, Fosun Group and Forchn Holdings.

Each partner performs a different function, such as warehousing, last-mile delivery etc., whilst Alibaba manages information and finance. In the year to March 2017 Cainiao Network's fifteen strategic express courier partners employed over 1,800,000 delivery personnel in more than 600 cities and 31 provinces in China. Collectively they operated more than 180,000 hubs and sorting stations, and Cainiao Network's same-day or next-day delivery services covered a total of 1,029 districts and counties (more than double its coverage in 2016). Cainiao Network and its logistics partners enabled the delivery of 16.6bn packages from Alibaba’s China retail marketplaces, which represented 81% of all items sold on Alibaba’s China retail marketplaces in the year (up from 60% in the previous year). The top six courier partners handled the majority of these packages and Alibaba believes that these orders represented a significant portion of these express courier partners’ total delivery volumes for the year. According to the Chinese Government, the eight largest express couriers in

China (STO, ZTO, YTO, Yunda, Best Express, Tiantian (TTK Express), SF

Express and China Post’s EMS) handled 76.7% of the country’s 31.3bn

parcels in 2016. As depicted in the image below, six of these companies are

embedded in Alibaba’s ecosystem, and partner extensively with Cainiao.

The exceptions to this rule, for different reasons, are EMS and SF Express.

Whilst the former is a state-owned entity, and therefore neutral, the latter has

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Figure 7.3 Alibaba-affiliated companies handled more than 70% of the 31.3bn parcels handled in China during 2016

Note: Solid lines represent primary courier relationships. Dotted lines represent business ties of lesser importance. Faint dotted lines represent insignificant

business relationships. Delivery companies depicted above include the eight-largest express companies in China, in addition to JD Logistics.

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ABOUT TI

Ti is one of the world’s leading providers of expert research and analysis dedicated to the global logistics industry. Utilising the expertise of professionals with many years of experience in the mail, express and logistics industries, Transport Intelligence has developed a range of market leading web-based products, reports, profiles and services used by many of the world’s leading logistics suppliers, consultancies, banks and users of logistics services. If you have any feedback on this document, please do not hesitate to get in touch with us by any of the following means:

Telephone:+44 (0)1666 519907 Email: [email protected] Web: www.ti-insight.com Twitter: @Ti_insight Linkedin: The Transport Intelligence Forum

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for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of 3rd-parties, or loss of or fluctuations in heat, light, or air conditioning. COMPANY WEBSITES AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED IN THE COMPANY WEBSITES, ARE PROVIDED “AS IS,” WITH NO WARRANTIES EXPRESSED OR IMPLIED. COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.