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Carrier Terms and Conditions
2023-01-13
§ 1 General Provisions
1.1.These Carrier Terms and Conditions (hereafter referred to as “CT&C” apply to all contacts, orders and other arrangements for the provision of transport related services as described in Clause 2.10 of CT&C between
1.1.1. entrepreneurs within the meaning of the Section 14 of the German Civil Code (BGB) (see below Clause 2.4) properly registered on https://platform.spotos.eu and meeting all applicable legal requirements for the international and national transport of goods, in particular having a corresponding transport license (hereafter referred to as “Carrier”), accepting an Order for carriage of goods by road and related services as described in Clause 2.10, on the one hand and
1.1.2. Spotos GmbH based in Osnabrück, registered with the commercial register (Handelsregister) of the local court Osnabrück under number HRB 218363 with its business address: Goethering 5, 49074 Osnabrück operating the https://platform.spotos.eu (hereafter referred to as “Spotos”) on the other hand
(together hereafter referred to as “Parties”), concluded via https://platform.spotos.eu.
1.2.https://platform.spotos.eu is an internet platform for the performance of transport and related services as described in Clause 2.10 at the rates set forth in these CT&C and the Annex “Charges” (hereafter referred to as “Spotos Platform” or “Platform”). The Carrier shall use the Spotos Platform to select and accept an Order for the domestic or international carriage of Goods by road, provide information on the progress of the Order, communicate regarding the execution of the Order, and use the other tools and services provided by Spotos. The purpose of this platform is to allow the Carrier to accept an Order for transport related services as described in Clause 2.10 under Spotos conditions.
1.3.The Platform covers only road transport by trucks. Other kinds of transport are excluded.
1.4.The use of Platform is available and transport services by the Carrier are provided in B2B area only. The Platform is not offered for consumers within the meaning of Section 13 of the German Civil Code (BGB). Consumer is any natural person who enters into a legal transaction for purposes that are predominantly neither commercial nor self-employed.
1.5.The registration process and use of this platform are specified in the Terms and Conditions (https://spotos.eu/legal/terms-and-conditions) which are a part of these CT&C.
1.6. When registering with Spotos Platform, the Carrier must read these CT&C as well as Terms and Condition of use (https://spotos.eu/legal/terms-and-conditions) and Privacy Policy (https://spotos.eu/legal/privacy-policy) and confirm that he/she/it agrees to apply them to the contractual relations between the Parties. Furthermore, the Carrier agrees to further Applicable Regulations as defined under Clause 2.1.
1.7. These CT&C shall be applicable at the time of the conclusion of the transport contract. Spotos has right to amend the CT&C via the Spotos Platform and e-mail. The Carrier has a possibility to accept or reject the amendments within three weeks. If the Carrier rejects the amendment, Spotos reserves the right to stop the possibility to accept new Orders and/or deactivate the account of the Carrier. The outstanding Orders shall not be affected by the amendment and shall be completed by the contractual Parties.
1.8. These CT&C including Annexes and Regulations as defined under Section 2 are exclusively applicable. Any kind of terms or conditions of the Carrier are rejected and do not apply.
1.9. These CT&C are drawn up in English and German. In the event of a dispute or inconsistency between the texts, the English text will prevail.
1.10.Should any individual provisions of these CT&Cs be or become ineffective, the validity of the remaining provisions shall remain unaffected. The Parties agree to replace any possible invalid provision by a provision coming nearest to, in particular, the economic purposes of the parties.
1.11.The contractual parties shall cooperate with each other as reasonably necessary to perform the provisions of these CT&C and other Applicable Regulations (Clause 2.1). Each contractual party shall exercise its rights and fulfil its obligations in good faith for the benefit of both parties.
§ 2 Definitions
2.1. Applicable Regulations means laws and regulations applicable to the contractual relationship of the Parties. Applicable regulations include CMR Convention, European Agreement on the International Carriage of Dangerous Goods by Road (ADR), German Freight Forwarders’ Standard Terms and Conditions (ADSp; latest version), German Logistic-AGB and the other laws governing the carriage of goods.
2.2. Carrier means an entrepreneur (individual or legal entity) in the meaning of the Section 14 of the German Civil Code (BGB) properly registered on https://platform.spotos.eu and meeting all applicable legal requirements for the international and national transport of goods, including, but not limited to, having a corresponding transport license.
2.3.CMR Convention means the 1978 Protocol of the 1956 Convention on the Contract for the International Carriage of Goods by Road.
2.4.Entrepreneur within the meaning of these CT&C is an entrepreneur under Section 14 of the German Civil Code (BGB) means a natural or legal person or a partnership with legal capacity (rechtsfähige Personengesellschaft) who, when concluding a legal transaction, acts in the exercise of his commercial or independent professional activity.
2.5.Goods are the physical items that the Carrier undertakes to carry, according to the Order submitted by the Shipper. Non-Transportable Items are attached in the Section 4 of these CT&C.
2.6.Operational Territory means the territory of the countries of the European Union, as well as the Kingdom of Norway, Swiss Confederation and the United Kingdom.
2.7.Order means a declaration of the Shipper including information about the Goods to be transported, price and further details in accordance with respective Spotos Platform tools, placed at the Platform and seeking transport and other related services from the Carrier.
2.8.Proof of Delivery (POD) means the CMR consignment note, delivery note or another document confirming the delivery of the Goods.
2.9. Shipper means an entrepreneur (individual or legal entity) in the meaning of the Section 14 of the German Civil Code (BGB) properly registered on https://platform.spotos.eu as a Shipper and placing Orders which shall be accepted by the Carrier.
2.10.Services mean the services provided to the Shipper registered on Spotos platform by the Carrier, which include, but are not limited to, national and international road transport and other related services ordered via the Platform.
2.11.Terms and Conditions (hereafter also referred to as T&C) mean Terms and Conditions (https://spotos.eu/legal/terms-and-conditions) stipulating the registration process and use of the platform https://platform.spotos.eu.
2.12.Other terms used in these CT&C shall be understood as defined in the CMR Convention and the European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR).
2.13.In case of doubts, these CT&C shall prevail.
§3 Order acceptance and additional agreements
3.1.Spotos offers the following Order submission and acceptance procedure:
3.1.1.The Shipper will submit an Order on Spotos Platform by specifying all requested information about the Goods to be carried and indicating a price and publishing it on the Spotos Platform.
3.1.2.The Carrier shall then select the Goods to be carried under the conditions specified in the Order and will accept the Order for execution. The transport contract is concluded with the acceptance of the Order by the Carrier.
3.1.3.The Carrier undertakes to carry the Goods according to the conditions provided by the Shipper through Spotos Platform and for the payment specified by Spotos to the consignee specified in the Order.
3.2.The Shipper is not allowed to place an Order regarding the so called non transportable goods listed in Section 4 of these CT&C. Accordingly, the Carrier is not allowed to perform the transport of the Goods listed in Section 4 of these CT&C through Spotos Platform. Any liability of Spotos in connection with prohibited use of platform is excluded.
3.3.The Carrier has right, without changing the conditions provided for in these CT&C, mutually agree with the Shipper on the provision of additional transport related services (typical services for carriage of goods) for an additional fee through Spotos Platform, e.g. manual loading, custom formalities or other services. These agreements and their scope and value shall be made and recorded exclusively via Spotos Platform according to provided procedure for charges detailed in Annex “Charges” and shall be considered as an amendment of the main Order. If the latter procedure is not followed, Spotos shall not be considered as a party of such agreements and takes no responsibility for their execution or any costs, losses or expenses, arising out of it.
3.4.Once the Carrier has accepted the Order, the Carrier shall be given the information about the Shipper and further Order details. The Carrier shall ensure the fulfilment of this particular Order with the indicated Shipper through the Spotos Platform. If the Carrier cancels the Order, the Carrier shall be charged with fees depending on the time of cancelation as described in Annex “Charges”.
3.5.Unless it is otherwise agreed, the Carrier is not entitled to assign or transfer all or any of the rights arising from these CT&C without the prior consent of Spotos. Spotos is free to transfer all or part of its obligations to third parties without the separate consent of the Shipper.
§4 Non-Transportable Items
4.1.It is not allowed to accept and perform Orders via Spotos Platform related to the transport of the following items:
4.1.1. Goods, which value exceeds 8,33 SDR (Special drawing rights) per kilogram of gross weight
4.1.2. Spirits (alcohol stronger than 15% by volume)
4.1.3. Illegal goods, e.g. if the transport of the goods is illegal
4.1.4. Any goods that are carried under the terms of international postal convention
4.1.5. Weapons and ammunition
4.1.6. Blood/Blood plasma
4.1.7. Tobacco goods
4.1.8. Furniture and other household items removal, documents
4.1.9. Motor vehicles on their own axles
4.1.10. Furs, ivory
4.1.11. Pictures, works of art, antiques
4.1.12. Gold, precious metals, precious stones
4.1.13. Check cards, credit cards, telephone/SIM cards
4.1.14. Money, Securities, personal effects
4.1.15. Funeral consignments
4.1.16. Human or Animals (alive)
4.1.17. Waste
4.1.18. Dangerous goods:
a)Class 1 (explosives with the exception of UN codes 0323, 0432, 0454 and UN code 0014 in respect of cartridges for tools only)
b)Class 2.3 (toxic gases)
c)Class 4.1 (self-reactive substances which require controlled temperature UN codes 3231 to 3240, UN 3533, UN 3534, UN 3364, UN 3365, UN 3367 and UN 3368)
d)Class 5.2 (organic peroxides which require controlled temperature UN codes 3111 to 3120)
e)Class 6.1 (toxic substances Packaging Group 1)
f)Class 6.2 (bio hazardous substances)
g)Class 7 (radioactive substances)
h)Class 9 (UN codes 2212, 2590, 2315, 3151, 3152) and lithium ion batteries and lithium metal batteries (UN 3480, 3481, 3090 and 3091) that are damaged or defective as defined in Special Provision 376, and battery-powered vehicles (UN 3171) whose battery is damaged or defective as defined in Special Provision 376.
4.2.The Carrier shall ensure that the freight does not contain any prohibited or otherwise restricted materials/goods, in accordance with the applicable sanctions, set, including but not limited to, in:
4.2.1. Regulation (EU) No 833/2014 of 31 July 2014 „Concerning restrictive measures in view of Russia’s actions destabilizing the situation in Ukraine“ including any additions or amendments to it;
4.2.2. Regulation (EU) No 2021/821 of 20 May 2021 “Setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items (recast)” including any additions or amendments to it;
4.2.3. other restrictions approved by the European Union (EU), the US Office of Foreign Property Control (OFAC), the United Kingdom (UK).
4.3.If the Carrier transports Non-Transportable Goods, the Carrier shall reimburse Spotos for all losses incurred as a result of the violation of the prohibition to transport the Non-Transportable Items (including fines, penalties, damages) and shall take full responsibility for any violation of the transport of Non-Transportable Items or violation of applicable sanctions and indemnify Spotos from any claims and/or requirements. In these circumstances, Spotos is not responsible for any losses or violations of applicable sanctions, as this is not due to the actions of Spotos, but due to the actions of the Carrier.
§ 5 Rights and obligations of the Carrier
5.1.The Carrier has right to choose the route of transportation, unless otherwise specified in the Order. The Carrier chooses the route at his own risk and covers all additional costs, if any, in connection with such decisions.
5.2.The Carrier is not allowed to transfer the Goods to another carrier and/or to use third parties to fulfil the obligations under transport contract, unless agreed with Spotos otherwise, in which case the Carrier shall ensure that the sub-carrier meets all the requirements of these CT&C and all applicable laws.
5.3.If the Carrier was not loaded or not unloaded at the agreed time, the Carrier is entitled to request compensation according to Annex “Charges”.
5.4.The Carrier, including all its contractual parties (sub-contractors), if the use of sub-contractors is agreed under Clause 5.2., shall:
5.4.1. comply with the provisions laid down in the CMR Convention, the ADR Convention and any other relevant international and national legal acts regulating the international and national transport of goods by road. And all the requirements of the laws applicable to, including, but not limited to, the legal tax requirements of the law on the place of business, and to comply fully with its applicable tax obligations.
5.4.2. ensure that it holds the necessary permits, licences (e.g. Community license/EU-Licence, third country permit, Swiss license, GüKG-permit), certificates, consents, and other documents in accordance with the applicable law, including, but not limited to, a copy of compulsory third party liability insurance, vehicle registration and roadworthiness documents, driver’s licence and the right to work and, if applicable, all documents, permits and certificates necessary for the transportation of dangerous goods (ADR). If the Carrier uses third party (sub-contractor), the Carrier is obliged to check before commissioning third party whether the Carrier holds the permits and authorizations specified in this paragraph. At Spotos request, the Carrier will present all requested documents, including ones, held by his sub-contractor.
5.4.3. ensure compliance with the requirements for driver working time and rest periods and of all international legal acts, including, but not limited to AETR Convention and Regulation (EC) No. 561/2006, Regulation (EC) No. 1072/2009, Regulation (EC) No. 1071/2009 as well as respective national legal acts regulating working time and rest periods for drivers, Minimum Wage Act (MILog), German law to combat illegal employment in commercial road haulage (GüKBillBG), German Road Haulage Act (GüKG). In the course of local Cargo Transportation, the Supplier must comply with the requirements set out in international and national law relating to local and/or cabotage operations applicable in the state, where the local Cargo Transportation is performed.
5.4.4. employ foreign drivers from third countries only if they are in possession of a valid residence title, temporary residence or a short-term permit issue for the required jurisdiction, or if they do not require such permit, or are in possession of a valid driver’s license issued by a respective national authority (e.g. in accordance with Article 5 of Regulation (EC) No 1072/2009).
5.4.5. guarantee that all employees engaged by him (including employees of a third party (sub-contractor) engaged by him) will receive the correct and legal salary and benefits in compliance with current applicable legislation and that other applicable legal requirements relating to labor relations (including relevant requirements in respect of notices and other documentation) are complied with properly.
5.4.6. ensure that the employees of the Carrier/the persons appointed/controlled/ hired/involved by him will act in strict compliance with the requirements laid down in legal acts regulating fire safety, road safety, hygiene, safety at work, environmental safety, the protection of personal data, anticorruption and other legal acts regulating the CT&C and carriage services as well as reasonable instructions from the Shipper and the consignee. In the event that hazardous goods are carried it will, where necessary, use only personnel and vehicles that have an ADR training certificate and are equipped to carry hazardous goods in accordance with the applicable regulations for the carriage of hazardous goods, e.g. ADR. The Carrier will, if necessary, ensure that the required protective clothing is worn.
5.4.7. ensure that the drivers conducting transportation are under no alcohol intoxication and/or under no other narcotic and psychotropic substances.
5.5.The Carrier must carry out instructions received from the Shipper through Spotos Platform. If the instructions provided by the Shipper are not sufficiently understandable, or if they are impossible to fulfil in practice, the Carrier must immediately inform the Shipper via Spotos Platform and wait for clarifications or other instructions. If the mandatory instructions can be followed only by causing additional costs or losses, the Carrier shall inform the Shipper via Spotos Platform about these costs and get the approval of the Shipper.
5.6.The Carrier is not entitled to terminate a carriage of Goods that has already started according to the accepted Order, except in cases where such a possibility is provided by the applicable Legislation.
5.7.The Carrier:
5.7.1. shall provide information on which specific vehicle will carry the Goods, giving the vehicle’s registration number and presenting valid registration documents (for both the truck and the trailer).
5.7.2. shall provide upon a separate instruction from the Shipper, the driver’s identity document number (passport, ID card).
5.7.3. shall provide a suitable and technically sound vehicle in a timely manner that has the necessary valid documents, as well as fastening and ADR (if necessary) equipment that meets the requirements specified in the Order. The Carrier is not entitled to be exempted from liability for vehicle breakdowns or defects (including latent defects).
5.7.4. is not allowed to change the vehicle transporting the Goods, transfer the Goods to another vehicle, reload the Goods in the vehicle or carry other goods not specified in the Order, unless the vehicle becomes defect or other urgent reasons require such change. In case of the latter, the Carrier must inform the Shipper via Spotos Platform and provide the information as set forth in Section 5.7.1.
5.7.5. shall ensure and use all standard and appropriate measures to fasten the Goods and ensure their safety.
5.7.6. shall check whether the Goods are loaded in such a way so as to ensure their safe carriage and avoid exceeding the permissible weight on axles.
5.7.7. shall check the temperature of the Goods (applicable in case of temperature-controlled carriage), record it in the transport documents, and check and document the temperature regularly during transport.
5.7.8. is not allowed to accept Goods that exceed the permissible weight and other dimensions.
5.7.9. shall, without leaving the loading site, inform the Shipper via Spotos Platform and make notes on all copies of the CMR consignment note, including the copy that is left at the loading site, upon noticing an improper loading, stacking or placement of the Goods or, if the Carrier is not allowed to participate in the loading, wait for instructions from the Shipper.
5.7.10. shall, without leaving the loading site, inform the Shipper via Spotos Platform and make notes on all copies of the CMR consignment note, including the copy that is left at the loading site, upon discovering damage or defects in the Goods, packaging or fastening, improper packaging, a shortage or excess of Goods, temperature deviations or discrepancies in the number of places, labelling and numbering or other data specified in the CMR consignment note and wait for instructions from the Shipper.
5.7.11. shall make sure that the data in the CMR consignment note do not conflict with the information in the Order, and in the case of any contradictions, notify the Shipper via Spotos Platform and wait for the Shipper’s instructions before leaving the loading site. The Carrier is prohibited from rewriting the CMR consignment note without the written approval of the Shipper.
5.7.12. shall make sure that it has been given all the necessary documents specified in the CMR consignment note.
5.7.13. is not allowed to carry items that are not declared or whose circulation is prohibited, or third parties or items not specified in the consignment note or the Order and report the police and inform the Shipper via Spotos Platform about any offence related to the Order being fulfilled.
5.7.14. shall choose a safe parking place for rest and parking in a car park designed for this purpose, equip the vehicles to be used for road transport with two independently functioning theft protection devices (does not include door/ignition locks) and secure them against theft or robbery (particularly at night, on weekends and holidays), instruct the driver to switch the anti-theft alarms on every time the vehicle is left standing and not leave the Goods and their accompanying documents unattended.
5.7.15. shall make sure that the driver is available during the route with Goods, in order to ensure the tracking of Goods.
5.7.16. shall ensure that Spotos app works for the duration of carriage and use it to ensure the safety of the carriage and the quality of the services.
5.7.17. is not allowed to detain the Goods transferred thereto in order to make any claims against the Shipper and/or Spotos.
5.7.18. shall immediately contact the nearest customs or other competent authority and inform the Shipper via Spotos Platform and Spotos via [email protected] if the Goods are sealed with a customs seal that is damaged during the carriage, or if the Goods are destroyed.
5.7.19. shall immediately inform the Shipper via Spotos Platform and Spotos via [email protected] about any and all obstacles to deliver the Goods to the consignee with a request to provide instructions on actions related to the Goods.
5.7.20. shall immediately inform the Shipper via Spotos Platform about any unforeseen circumstances which may result in additional costs for the Carrier, compensation of which he may later claim from the Shipper via Spotos Platform.
5.7.21. shall hand over the Goods to the consignee specified in the Order and the CMR consignment note and ensure that the documents accompanying the Goods are delivered to the consignee and are duly submitted to customs or other authorities for the necessary procedures.
5.7.22. shall request a written confirmation that the Goods have been delivered and ensure that the consignee must make a note on the CMR consignment note indicating the name of the company, the name and surname of the person who has signed, and the date, and then sign and stamp the document.
5.7.23. shall be present during the unloading of the Goods and, together with the consignee, check the quantity of the Goods and the external condition of the Goods and their packaging. Upon the detection of any defects or deficiencies, the Carrier must inform the Shipper via Spotos Platform.
5.7.24. shall inform Spotos about all incidents which may result in claim for incurred losses.
5.8.The Carrier shall ensure that the temperature-control equipment adequately maintains the required temperature of the Goods, as specified in the Order and the CMR consignment note. In the absence of instructions regarding a specific temperature, or in the event of a contradiction between the CMR consignment note and the Order, the Carrier must obtain written instructions from the Shipper via Spotos Platform regarding the carriage temperature before leaving the loading site. At the request of the Shipper, the Carrier must immediately provide the temperature recording device data and ensure that this information is correct. If the Carrier fails to do so, it shall be assumed that the Carrier did not ensure the required temperature during the carriage.
5.9.If the Shipper or Spotos, or the insurance company thereof, decides to appoint independent experts for a damage assessment, and the Carrier does not express a desire to appoint its own independent experts or participate in the inspection within one (1) working day of receiving this information (by e-mail), it will be considered that the Carrier trusts the conclusions of the experts appointed by the Shipper/Spotos or the insurance company thereof, and they will be binding on all parties to the carriage.
5.10.After completing the carriage, the Carrier shall submit the Proof of Delivery (POD) through Spotos Platform within 3 working days after delivery of the Goods. Failure to submit the proof of delivery is a default of the carrier and will result in suspension of the freight payment until his default is remedied.
5.11.The Carrier shall submit all requests for the reimbursement of additional costs via Spotos Platform not later than within 7 days from delivery of the freight and to approve or reject requests for the reimbursement of additional costs within 7 days from their submission by the Shipper via Spotos Platform. If the Shipper and the Carrier do not agree, they have the right to apply to Spotos, and agree that Spotos will unilaterally make the final decision. Spotos has the right to unilaterally reject any requests submitted later.
5.12.The Carrier agrees that all documents related to the carriage of the Goods, including the invoices and POD, are to be provided in an electronic form / paperless through the Spotos Platform. The Carrier shall provide original POD (in paper form) upon request from Spotos.
§6 Insurance
6.1. The Carrier undertakes:
6.1.1. to have CMR insurance that is valid for the duration of the CT&C and any obligation of the Carrier, for a coverage amount that will be sufficient to cover the losses arising during each specific carriage of Goods. The Carrier ensures that the CMR insurance coverage is not limited depending on the type of freight, the country being carried through, the resting or parking places selected, possible gross negligence of the Carrier, or other conditions.
6.1.2. extend the coverage amount to the value of the Goods before starting the carriage if the value specified in The Shipper’s Order exceeds the coverage amount stipulated in the Carrier’s CMR insurance contract, and if such an amount is not specified, to an amount no less than the market value of the Goods being carried.
6.1.3. to submit documents confirming the conditions and validity of the insurance coverage at the time of its registration and at the end of the insurance period through Spotos Platform.
6.1.4. to carry the relevant insurance documents and other documents specified in the legislation and the CT&C.
6.2. If the Carrier does not provide or does not have the documents specified in Clause 6.1., the Carrier shall reimburse the Shipper and/or Spotos for all possible losses incurred as a result.
§7 Rights and obligations of Spotos
7.1.Spotos undertakes to verify registered Shipper by asking to provide relevant information proving declared company details and other.
7.2.Spotos may use third parties at its discretion for performance of its obligations under these CT&C s. The Carrier agrees on the use of its data according to the Privacy Policy (https://spotos.eu/legal/privacy-policy).
7.3.Spotos may restrict the Carrier’s account on Spotos Platform, e.g. suspend the right to accept new Orders on Spotos Platform, if the Carrier violates its obligations under these CT&C and other Applicable Regulations or rejects the amendments of these CT&C and other terms and conditions used by Spotos.
7.4.Spotos has the right to cancel an Order and demand a reimbursement for losses and/or additional costs due to the non-performance or improper performance of the obligations of the Carrier that are of fundamental importance to the Shipper and/or Spotos.
7.5.Spotos has right to set off the Carrier’s counter-claim, and in the event of a dispute between the Carrier and Spotos. Spotos, having informed the Carrier, has the right, without any sanctions, to withhold the amounts due to the Carrier in accordance with any Orders executed by the Carrier until the dispute is resolved.
7.6.Spotos has right to verify registered Carriers by asking to provide relevant documentation proving declared company details, insurance and other information.
7.7.Spotos has right to reject Carrier’s request to compensate charges for delayed loading/unloading as set forth in Annex “Charges” if the Carrier has not properly fulfilled his obligation as described in clause 5.7.16.
§8 Payment and Remuneration
8.1.The Parties agree that the price for each carriage of Goods shall be specified in Spotos Platform with the data for the relevant Order. The Parties shall be deemed to have agreed on the price of the respective carriage when the Carrier accepts the order for execution via Spotos Platform.
8.2.Payment is to be made for the carriage services rendered within 30 days from submitting the Proof of Delivery (POD) through Spotos Platform. Invoices for the services are issued by Spotos on behalf of the Carrier (Self-billing).
8.3.The Parties agree that all invoices issued for additional costs according to procedure specified in the Annex „Charges“ shall be subject to a fee of 7,4% applied by Spotos.
8.4.The Carrier shall pay the invoice for additional agreed costs within 4 days of the invoice being issued and received by the Carrier. The invoice shall be considered as received after it has been uploaded into the Spotos Platform account or sent via e-mail. If a payment has not been made within 4 days, the Carrier shall pay a default interest at the statutory rate (Section 288 of the German Civil Code, BGB).
8.5.The Carrier shall pay or provide substantiated response to a claim within 5 labour days from receipt of the claim. The claim shall be considered as received after it has been uploaded into the Spotos Platform account or sent via e-mail. If no response from the carrier is received within 5 labour days by Spotos, it shall be presumed that the carrier agrees with the claim and its amount.
8.6.If a payment has not been made within [30] days as set forth in 7.4, Spotos shall pay a default interest at the statutory rate (Section 288 of the German Civil Code, BGB).
8.7.The Carrier may not withhold (zurückbehalten) or offset (aufrechnen), unless the counterclaim has been legally established, is ready for a decision, is undisputed or the offset claim and the main claim are directly connected and arise from the same contractual relationship.
8.8.The Carrier must immediately inform Spotos if the Carrier’s bank details have changed. The Carrier is responsible for all additional costs resulting from a breach of this obligation.
§9 Force majeure
9.1. In the event of force majeure, the performance of the obligations under the CT&C shall be postponed for the duration of those circumstances. The force majeure means circumstances beyond the reasonable control of the parties causing impossibility, prevention or delay of the performance of contractual obligations, in particular natural catastrophes (e.g. earthquake, storm, fire, floods), governmental or societal actions (e.g. war, military actions, invasion, civil unrest, riots, labor strikes, terrorist act), political decisions (e.g. sanctions, lockdowns, changes in legislation), public health crises and diseases (e.g. epidemic, pandemic, quarantine), infrastructure failures (e.g. breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, blackout or power outage), generalized lack of availability of raw materials or energy or similar circumstances. The Party that is unable to fulfil its obligations must notify the other Party within a reasonable period of time, providing evidence of the aforementioned circumstances. If the force majeure circumstances last for more than one month, either Party shall have the right to terminate the CT&C unilaterally upon giving a written notice, and this will not entitle the other Party to demand fines or damages.
§10 Remuneration
10.1.The liability of the Carrier in international traffic shall be governed by the provisions of the Convention on the Contract for the International Carriage of Goods by Road (CMR), these CT&C and other Applicable Regulations.
10.2.In national road transport, the Carrier shall be liable in accordance with the provisions of the German Commercial Code (HGB) or corresponding national laws of respective jurisdiction.
10.3.The Carrier is responsible for all losses and additional costs incurred by a violation of its contractual obligations set forth in these CT&C and other Applicable Regulations. This duty lies upon the Carrier, regardless of whether the third parties were used with or without the permission of Spotos.
10.4.The Carrier shall immediately reimburse Spotos for the violations listed in the Annex “Charges” with the payments of a charge listed therein. All communication with the Shipper, or information that may later be used to justify or reject claims for the reimbursement of additional costs or losses, must be recorded in writing through Spotos Platform. Otherwise, Spotos has the right to reject all claims or statements of the Carrier as unfounded.
10.5.The Carrier shall be deprived of the right to act on the provisions exempting it from liability, or limiting it in cases where the damage is caused by the intentional actions of the Carrier or due to gross negligence. Gross negligence is considered to be the conduct of the Carrier when the usual precautionary requirements, established standards of carriage practice, contractual obligations and the instructions are ignored, as well as due to other reckless conduct on behalf the Carrier.
10.6.If the Carrier arrives at the loading/unloading site later than was agreed, then the loading/unloading is to be ensured in the shortest possible time, but the deadlines provided for in the Order are not binding on the Shipper and the Carrier is not entitled to request any compensation.
§11 Liability
11.1.Spotos shall be liable for all its services in accordance with the ADSp (2017), insofar as these do not conflict with any mandatory statutory provisions. In the event that the ADSp do not apply in whole or in part to the provision of services by Spotos, Spotos shall be liable as freight forwarder in accordance with Clause 23 ADSp (2017) explicitly deviating from the provisions of § 431 HGB.
11.2.If the ADSp (2017) does not apply to the logistics services actually performed, services and liability will be governed and limited in accordance with the Logistic-AGB (General Terms and Conditions of Logistics-Services Providers).
§12 Confidentiality
12.1.The Parties undertake to protect the data and information acquired during the acceptance and fulfilment of Orders, as well as supplemental agreements, correspondence and other publicly unavailable and unpublished information, to not disclose them or distribute them to third parties, and to keep their content and information related to the performance of the CT&C a trade secret that can only be disclosed in the cases established by law. If a Party has any doubts as to whether certain information is confidential, that Party must treat this information as confidential until the other Party confirms that such information is not confidential.
12.2.The duty of confidentiality of the Parties shall be valid for the duration of the CT&C and after the termination of the Conditions. In case of violation of this duty, the Carrier must pay Spotos a fine of EUR 5,000 a case. The amount of the fine referred to in this paragraph is considered to be the minimum amount of losses incurred Spotos, which Spotos is not required to prove. If, as a result of the Carrier’s failure to fulfil its obligations, losses greater than the stipulated fine are incurred, the Carrier must reimburse these losses at the request of Spotos.
§13 Jurisdiction, applicable law
13.1.The application and interpretation of the CT&C shall be governed by the law of the Federal Republic of Germany, without the Convention for International Sales of Goods (CISG). This provision does not in any way limit the obligations of the Parties to comply with the requirements of the relevant international agreements and the legislation of other states applicable during each specific carriage, when the carriage is carried out in the territory of the specific state or when the requirements of the international agreements and/or legislation of another state are applicable on other grounds.
13.2.Disputes and disagreements between Spotos and the Carrier are to be resolved through mutual negotiations. If the Parties are unable to reach an agreement through negotiations, all disputes, disagreements or claims arising out of or in connection with the CT&C shall be resolved by the competent courts of the Federal Republic of Germany, selected according to the location of the seat of Spotos and/or in accordance with the provisions of the CMR Convention. The Parties agree that, in all cases, Spotos has the right to apply to other competent courts for its claims against the Carrier or Shipper, in accordance with the provisions of Article 31 of the CMR Convention.
13.3.Spotos reserves the right to change, at any time and at its sole discretion, the jurisdiction of Spotos or the jurisdiction of disputes with Spotos and the provisions of the Conditions.
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ANNEX
CHARGES
Parties agree that following non-negotiable charges apply:
| Charge | Amount | Limit |
| Delayed arrival/delivery (hours)* | 15 EUR | 150 EUR / 10 h |
| Delayed arrival/delivery (days) | 150 EUR | Freight rate |
| Transport cancelation prior departure >24h** | 100 EUR | Freight rate |
| Transport cancelation prior departure <=24h*** | 300 EUR | Freight rate |
| Delayed loading/unloading (hours)* | 28 EUR/h | 280 Eur / 10 h |
| Delayed loading/unloading (days) | 280 EUR/day | Freight rate |
| Freight cancelation prior departure >24h | Free of charge | N/A |
| Freight cancelation prior departure <=24h | 280 EUR | Freight rate |
*charge in amount of 15 EUR is indivisible minimum amount applicable in case of delay. Hours are rounded up by 30 min, i.e. if the delay is 30 min or more, the charge for an additional hour is calculated accordingly.
** if the vehicle is not presented within the 24 h, Spotos has the right to cancel the carriage of Goods and in addition to calculated charges for delayed arrival, require the payment of a fine for Transport cancelation prior departure <=24h
***also applicable in case of provision of a vehicle which does not meet the stipulated requirements set in clause 5.7.3.
All other extra charges, costs and additional agreements for additional services (e.g. manual loading, extra kilometers, etc.) must be 1) recorded at Spotos Platform by using tool „Charges“ not later than within 7 days from delivery of the freight, 2) confirmed by Carrier and Shipper within 7 days from their submission and 3) are subject to an administrative fee of 7,4%, applied by Spotos.
In case of disagreement on extra charges or costs, the Carrier and the Shipper have right to apply for Spotos assistance by using tool „Escalate“. In such case, Spotos shall unilaterally make the final decision.