Shipper Terms and Conditions

*for Freight forwarder acting as a shipper

§ 1 General Provisions

1.1. These Shipper Terms and Conditions (hereafter referred to
as “ST&C” apply to all contacts, orders and other arrangements
for the provision of freight forwarding related services as described in Clause
2.10 of ST&C between

1.1.1. entrepreneurs within the meaning of the Section 14 of the German
Civil Code (BGB) (see below Clause 2.4) as well as legal entities under
German public law (hereafter referred to as “Shipper”),
properly registered on
https://platform.spotos.eu
placing an Order for the freight forwarding 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 freight forwarding and related services as
described in Clause 2.10 at the rates set forth in these ST&C and the Annex
Charges” (hereafter referred to as “Spotos
Platform
” or “Platform”). The Shipper shall use the
Spotos Platform to submit and publish an Order for the domestic or international
transportation of Goods by road, monitor 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 provide freight
forwarding related services to the Shipper as described in Clause 2.10.

1.3. The Platform covers only freight forwarding of the road
transport by trucks. Other kinds of transport are excluded.

1.4. The freight forwarding services are offered in B2B area
only. The Platform is not offered for consumers within the meaning of Section 13
of the German Civil Code (BGB). A 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 ST&C.

1.6. When registering with Spotos Platform, the Shipper must read these
ST&C as well as Terms and Conditions 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 Shipper agrees to further Applicable
Regulations as defined under Clause 2.1.

1.7. These ST&C shall be applicable at the time of the conclusion of the
freight forwarding contract. Spotos has right to amend the ST&C any time via the
Spotos Platform and e-mail. The Shipper has a possibility to accept or reject
the amendments within three weeks. If the Shipper rejects the amendment, Spotos
reserves the right to stop the placement of new Orders and/or deactivate the
account of the Shipper. The outstanding Orders shall not be affected by the
amendment and shall be completed by the contractual Parties.

1.8. These ST&C including Annexes and Regulations as defined under Section
2 are exclusively applicable. Any kind of terms or conditions of the Shipper are
rejected and do not apply.

1.9. These ST&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 ST&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 ST&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
ST&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 in the meaning of these ST&C are
attached in the Section 4 of these ST&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 the binding
declaration of the Shipper placed at Spotos Platform seeking Services described
below including the Goods to be transported, price range / price and further
details in accordance with respective Spotos Platform tools.

2.8. Proof of Delivery (POD) means
the CMR consignment note, delivery note or another document confirming the
delivery of the Goods.

2.9. Public Holiday means a) 25-26 December, b) 1 January, c)
Easter Monday, d) 1 May.

2.10. 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 with the purpose of placing of
transport orders.

2.11. Services mean the services provided by
Spotos to the Shipper, which include, but are not limited to, freight
forwarding, transportation administration, invoicing, calculation of penalties,
and other services agreed upon by Spotos and the Shipper.

2.12. 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.

2.13. Weekend means the period between Friday 5 p.m. (CET/CEST)
and Monday 8 a.m. (CET/CEST).

2.14. Other terms used in these ST&C shall be
understood as defined in the CMR Convention and the European Agreement
Concerning the International Carriage of Dangerous Goods by Road (ADR).

2.15. In case of doubts, these ST&C shall prevail.

 

§3 Order placement and additional agreements

3.1. For the submission of the Shipper’s Order, Spotos offers two
options:

3.1.1. Smart Pricing:

a) The Shipper shall submit an Order on Spotos Platform by
specifying all requested information about the Goods to be carried and
indicating a price range and publishing it on the Spotos platform, which shall
be considered as binding offer of the Shipper.

b) The Carrier will then select the Goods to be carried under the
conditions specified in the Order and will accept the Order for fulfilment. The
freight forwarding contract is concluded with the acceptance of the Order by the
Carrier. If and as long as no Carrier registered with Spotos Platform accepts
the Order published by the Shipper for fulfilment, the Shipper has the right to
cancel it and remove it from Spotos Platform without any consequences. The
cancellation shall be done via Spotos Platform account. Shipper’s offer,
published on Spotos Platform is considered binding:

i) until 3h until loading time are left;

ii) if no such time has been indicated in the Order –
until 3h until the end of respective loading day are left;

iii) if loading time is indicated in a range “from…to”
(e.g. loading from October 5 to October 6) – until 3h until the end of the last
available loading day and/or time are left;

iv) if there are more than one loading place – until 3h
until loading time at the first loading place are left.

Afterwards the offer shall be considered expired and will be
removed from marketplace.

c) Spotos does not provide any guarantees, does not assume any
liability and does not reimburse any losses in the event that none of the
Carriers registered with Spotos Platform accept a published Order for
fulfilment.

 

3.1.2. Fixed Pricing:

a) Depending on capacities of Spotos, the Shipper will be offered
with the so called “Fixed Price” option. If the Shipper is given the opportunity
to book the Spotos Fixed Pricing option, Shipper shall submit an Order on Spotos
Platform by specifying all requested information about the Goods to be carried,
accept the price indicated by Spotos, and submit the Order on the Spotos
Platform by clicking “Publish”. The submission of the Order by clicking
“Publish” is considered as binding offer of the Shipper. The shipping contract
is concluded with the acceptance of the Order by the Carrier.

b) Spotos shall organise and guarantee the fulfilment of the
Shipper’s Order for the agreed price.

3.2. Unless agreed otherwise (not applicable to 4.1.3.,
4.1.16.), Spotos does not provide the freight forwarding services in connection
with the transport of the Non-Transportable Items listed in Section 4 of these
ST&C. The Shipper is not allowed to place an Order for such items.

3.3. Neither Spotos nor the Carrier carrying out the transport
are obliged to exchange pallets. Accordingly, Spotos and the Carrier do not
take any responsibilities or risks related to the exchange of pallets.

3.4. The Shipper has right, without changing the conditions
provided for in these ST&C, mutually agree with the Carrier 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.

3.5. Once the Shipper’s order is accepted, the Shipper shall be
provided with the information about the Carrier that will transport the Goods.
The Shipper shall ensure the fulfilment of this particular Order with the
indicated Carrier through the Spotos Platform. If the Shipper cancels the Order,
the Shipper shall be charged with fees depending on the time of cancelation as
described in Annex “Charges”.

3.6. Unless it is otherwise agreed, the Shipper is not entitled
to assign or transfer all or any of the rights arising from these SC&T 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 place Orders at Spotos Platform for
the organization of the carriage 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 Shipper shall ensure that the freight does not contain
any prohibited or otherwise restricted materials/goods, in accordance with the
targeted 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. In the event that the transported cargo or cargo organized
for the third parties contains prohibited or otherwise restricted
materials/goods in accordance with the targeted restrictions in Regulation No
833/2014, Regulation No 2021/821 or other restrictions approved by the European
Union (EU), the US Bureau of Foreign Property Control (OFAC), the United Kingdom
(UK), the Shipper shall reimburse Spotos and the Carrier for all losses incurred
as a result of these breaches (including fines, penalties, damages) and shall
take full responsibility for any violation of the export of such materials/goods
and/or violation of applicable sanctions and release the Spotos or the Carrier
from any claims and/or requirements. In these circumstances, the Carrier and
Spotos is not responsible for any losses, damage, late delivery of the cargo or
violations of applicable sanctions, as this is not due to the actions of the
Carrier or Spotos, but due to the actions of the person disposing of the cargo
(the Shipper).

 

§ 5 Rights and obligations of the Shipper

 

5.1. By submitting the Order, the Shipper is responsible that
the Order is properly specified and submitted, at its own expense and risk. The
Shipper shall also provide to the Carrier via Spotos Platform all the documents
necessary for the transport of the Goods, as well as the information required
for customs and other mandatory procedures. It covers, including but not limited
to, quality certificates, export permits, veterinary documents, certificates,
goods invoices, etc. The Shipper is responsible for the completeness of the
documents and the correctness and sufficiency of the information and data
provided in the documents and must reimburse all losses incurred by Spotos
itself or claimed by the Carrier if this obligation is not fulfilled or is
fulfilled improperly.

5.2. The Shipper is entitled to submit instructions to the
Carrier via Spotos platform. If the Carrier informs that the instructions
provided by the Shipper are not sufficiently understandable, or if they are
impossible to fulfil in practice, the Shipper shall clarify or provide other
instructions. The Shipper shall indemnify Spotos from all losses or extra costs
claimed by the Carrier as a result of execution of such special or additional
instructions.

5.3. The Shipper shall:

5.3.1. ensure that the Carrier’s vehicle is loaded and unloaded at the
agreed time.

5.3.2. specify the measures required to ensure the safety and fastening of
the Goods.

5.3.3. ensure that the Goods are packed in the safe way for the transport.

5.3.4. ensure that all loading and unloading sites are accessible to the
Carrier without danger or obstacles, and that the loading/unloading can take
place at the agreed time.

5.3.5. present and prepare the Goods for carriage, i.e. properly packed,
labelled and secured on pallets or in another way, using the necessary means to
ensure their stability during the carriage.

5.3.6. unless it is otherwise agreed, load the properly packed Goods so as
to ensure their safe carriage and that the Carrier’s vehicle and other equipment
will not be damaged. The Shipper must ensure that the Carrier’s driver’s
instructions at the loading point are followed, in order to ensure the proper
placement of the Goods in the vehicle and avoid possible overweight on an axle.
Upon receiving information about Goods that may not be loaded properly, the
Shipper must immediately evaluate the data and provide appropriate instructions
regarding the carriage of the Goods.

5.3.7. immediately inform the Carrier via Spotos Platform about any changes
or other conditions that may affect the upcoming transport of the Goods. Spotos
has the right to cancel the Order if these changes make it impossible for the
Carrier to fulfil the Order under the agreed conditions.

5.3.8. pay all fees and costs that are payable including customs and other
mandatory fees for procedures, unless agreed otherwise.

5.3.9. at the time of placing an Order, inform the Carrier that the Goods
to be carried must be reported to the electronic SENT register of the Republic
of Poland where applicable.

5.4. If the Carrier informs the Shipper via Spotos Platform
about obstacles to delivering the Goods to the consignee, the Shipper shall
immediately inform Spotos via [email protected] and, within 24 hours, take steps
to ensure the delivery of the Goods or to provide instructions on other actions
related to the Goods. The Shipper shall compensate all losses to Spotos caused
by the Shipper’s delay in fulfilling the duties stipulated in this section.

5.5. If the Carrier or Spotos, or the insurance company
thereof, decides to appoint independent experts for a damage assessment and the
Shipper 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 Shipper trusts the
conclusions of the experts appointed by the Carrier or Spotos or the insurance
company thereof, and they will be binding on all parties to the carriage.

5.6. Once the Carrier delivers the Goods to the consignee and
submits the supporting documents through Spotos Platform, the Shipper shall
confirm the POD as complete and correct or reject the submitted POD within 7
days, and agrees that upon the expiration of this deadline, the POD shall be
deemed as complete, correct and fully accepted by the Shipper.

5.7. The Shipper 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
Carrier 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.

5.8. The Shipper agrees that all documents related to the
carriage of the Goods, including the invoices and POD, are to be provided
exclusively in an electronic form / paperless through the Spotos Platform.
Missing original documents does not give any rights to withhold the payments for
Spotos’s Services and transport.

5.9. The Shipper shall immediately inform Spotos about all
incidents, which may result in claim for incurred losses.

§6 Rights and obligations of Spotos

6.1. Spotos shall screen registered Carriers by asking them to
provide relevant documentation proving declared company details, insurance and
other information.

6.2. Spotos may use third parties at its discretion for
performance of its obligations under these ST&C. The Shipper
agrees on the use of its data according to the Privacy Policy (https://spotos.eu/legal/privacy-policy).

6.3. Spotos may restrict the Shipper’s account on Spotos
Platform, e.g. suspend the right to upload new Orders on Spotos Platform, if the
Shipper violates its obligations under these ST&C and other Applicable
Regulations or rejects the amendments of these ST&C and other terms and
conditions used by Spotos.

6.4. Spotos has the right to cancel an Order for an important
reason and demand a reimbursement for losses and/or additional costs as a
result, including, but not limited to, if:

6.4.1. there are reasonable doubts about the Shipper’s solvency.

6.4.2. the Shipper has provided Spotos with materially false information
including, but not limited to, regarding the condition, composition, quantity or
weight of the items being loaded;

6.4.3. there is reason to believe that the Shipper or the consignee is a
fake company;

6.4.4. facts that suggest that the Shipper, an authorised person thereof,
or one of the authorised representatives thereof has acted in bad faith become
known;

6.4.5. the Shipper submits new information and requirements that would
significantly complicate or slow down the execution of the agreed carriage;

6.4.6. executing the Order is impossible due to the danger or obstacles
that have arisen.

6.5. Spotos is entitled to verify registered Shippers by asking to
provide relevant documentation proving declared company details and other
information.

6.6. The Shipper agrees that Spotos GmbH may use Shipper‘s name,
trademark, logo and general description of the nature of the services provided
to the extent necessary for the development of Spotos GmbH marketing activities.
The Shipper has the right to revoke its consent described in this clause by
sending an e-mail to: [email protected].

6.7. The Shipper agrees that Spotos GmbH may collect Shipper’s
feedback/review, name of the company and the name of an employee, and publish it
on Spotos website or other marketing material.

6.8. Spotos has right to access all communication between the
Shipper and the Carrier, recorded by any and all available means in Spotos
platform and refer to it or use it as a proof to handle a claim or any other
dispute.

§7 Payment and Remuneration

7.1. The Parties agree that the price of the carriage published
by the Shipper via Spotos option “Smart Pricing” includes Spotos’ remuneration,
which is equal to 7% of the corresponding price of the transport under a
respective Order. There is no subscription fee applied for using Spotos
services.

7.2. The Parties agree that if the Shipper chooses the Spotos
“Fixed pricing” option, the Shipper shall pay the price specified by Spotos and
confirmed by the Shipper when publishing the Order. There is no subscription fee
applied for using Spotos services.

7.3. The Parties agree that all invoices issued for additional
costs according to procedure specified in the Annex „Charges“ shall be subject
to an administrative fee of 7,4% applied by Spotos.

7.4. The Shipper shall:

7.4.1. pay the agreed price within 4 days from booking confirmation, but
not later than the time of loading of the freight;

7.4.2. pay the agreed price within 14 days of the invoice being issued and
received by the Shipper, if Parties have agreed on credit conditions;

7.4.3. pay for the additional agreed costs within 4 days of the invoice
being issued and received by the Shipper;

7.4.4. pay for the additional agreed costs within 14 days of the invoice
being issued and received by the Shipper, if Parties have agreed on credit
conditions.

The invoice shall be considered as received after it has been uploaded
into the Spotos Platform account or sent via e-mail. All incoming and outgoing
transactions under the ST&C are made in Euros and via a bank transfer. Spotos
GmbH is not responsible for any fees or charges resulting from the currency
exchange applied by financial institutions.

7.5. If a payment has not been made within terms as set forth
in 7.4.2., 7.4.3 and 7.4.4., the Shipper shall pay a default interest at the
statutory rate (Section 288 of the German Civil Code (BGB)).

7.6. If the payment has not been made before the loading of the
freight as set forth in 7.4.1., Spotos shall be entitled to cancel the Order and
the Shipper shall pay cancellation fee as indicated in Annex “Charges” as well
as compensate other losses, which exceed the cancellation fee.

7.7. If the freight was loaded before the agreed payment has
been made as set forth in 7.4.1., Spotos has right to withhold the Shipper’s
Goods in its possession until the Shipper settles in full with Spotos.

7.8. The Shipper 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.

7.9. The Shipper must immediately inform Spotos if the
Shipper’s bank details have changed. The Shipper is responsible for all
additional costs resulting from a breach of this obligation.

7.10. If the Shipper owes Spotos for the services rendered or
other amounts under the ST&C, and the Shipper’s debt is overdue
for more than 14 (fourteen) calendar days, Spotos has the right to withhold the
Shipper’s Goods in its possession until the Shipper settles in full with Spotos.
In such a case, the Shipper has the obligation to pay the costs of the detention
(storage) of the Goods, and the Shipper is also responsible for any damage to
the Goods that occurs due to the detention of the Goods in the cases specified
in this paragraph.

§8 Force majeure

 

8.1. In the event of force majeure, the
performance of the obligations under the ST&C shall be postponed for the
duration of those circumstances. The force majeure means circumstances beyond
the reasonable control of the Parties (including Spotos GmbH parent company and
its subsidiaries, sharing common parent company) 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 ST&C unilaterally upon giving a written notice, and this will not
entitle the other Party to demand fines or damages.

8.2. The Parties agree that epidemics, pandemics, outbreaks of
infectious diseases, or any other public health crisis, including lockdowns or
other restrictions applied to the activities and/or employees of the Parties,
their suppliers and customers, including restrictions established by the
legislation (except when the legislation directly suspends the activities
carried out by the Parties or limits them in such a way that the Parties cannot
perform the actions necessary for the fulfilment of the obligations provided for
in the ST&C) will not be considered as force majeure in terms of fulfilling the
financial obligations (making payments) in accordance with the ST&C.

§9 Remuneration

 

9.1. The Shipper is responsible for all losses and additional
costs incurred by a violation of its contractual obligations set forth in these
ST&C and other Applicable Regulations.

9.2. The Shipper shall immediately reimburse Spotos for the
violations listed in the Annex “Charges” with the payments of a charge listed
therein. All communication with the Carrier, or information that may later be
used to justify 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 of the Shipper as unfounded.

9.3. Spotos shall reimburse the Shipper for the violations
listed in the Annex “Charges” with the payments of a charge listed therein.

9.4. Spotos and the Carrier are not responsible for the actions
of customs or other state authorities related to item inspections, detention,
confiscation, etc., at the time when the Services are being provided to the
Shipper. The Shipper shall reimburse all possible losses incurred by Spotos or
claimed from Spotos by the Carrier as a result.

§10 Liability

 

10.1. 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.

10.2. 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).

10.3. Spotos shall be released from its liability in the event
that the fulfilment of this obligation was not possible due to the reasons
provided for in 8.1., or other reasonable and unforeseen circumstances that
emerged after the publication of the Order, making the fulfilment of Spotos’
obligation impossible.

§11 Confidentiality

 

11.1. 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 ST&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.

11.2. The duty of confidentiality of the Parties shall be valid
for the duration of the ST&C and after the termination of the ST&C. In case of
violation of this duty, the Shipper 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 Shipper’s failure to fulfil its obligations, losses
greater than the stipulated fine are incurred, the Shipper must reimburse these
losses at the request of Spotos.

§12 Jurisdiction, applicable law

 

12.1. The application and interpretation of the ST&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.

12.2. Disputes and disagreements between Spotos and the Shipper
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 ST&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.

12.3. 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 ST&C.

***

 

 

 

 

 

 

 

 

 

ANNEX

CHARGES

Parties agree that following non-negotiable charges apply:

Charge Amount Limit
Delayed loading/unloading (hours)* 38 EUR/h 380 Eur / 10 h
Delayed loading/unloading (days) 380 EUR/day Freight rate
Freight cancelation until it is booked by the Carrier Free of charge N/A
Freight cancelation prior to departure >24h 38 EUR Freight rate
Freight cancelation prior to departure <=24h 380 EUR Freight rate
Delayed arrival/delivery (hours) 10 EUR 100 EUR / 10 h
Delayed arrival/delivery (days) 100 EUR Freight rate
Transport cancelation prior to departure >24h 50 EUR Freight rate
Transport cancelation prior to departure <=24h 200 EUR Freight rate

*charge in amount of 38 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 hour or an additional hour is calculated accordingly.

 

Furthermore:

1. If the load/vehicle is cancelled over the Weekend or Public holiday, it shall
be considered that the Shipper/Carrier informed Spotos about the cancellation of
the load/vehicle on the next business day at 8.00 a.m. (CET/CEST).

2. The loading and unloading shall be completed within 3 hours
from the agreed time of the loading/unloading, unless agreed otherwise.

3. If the vehicle is not loaded within the 24 h, Spotos has the right to refuse
to organize the carriage of Goods and in addition to calculated charges for
delayed loading, require the payment of a fine for Freight cancelation prior
departure <=24h.

4. 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 7 days from delivery of
the freight, 2) confirmed by the Carrier or the Shipper within 7 days from their
submission and 3) are subject to an administrative fee of 7,4%, applied by
Spotos.

5. 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.

 

CARRIER TERMS AND CONDITIONS

 

§ 1 General Provisions

1.12. 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

1.12.1. 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

1.12.2. 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.

1.13. 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.

1.14. The Platform covers only road transport by trucks. Other
kinds of transport are excluded.

1.15. 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.

1.16. 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.

1.17. 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.

1.18. 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.

1.19. 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.

1.20. 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.

1.21. 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.

1.22. 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. Public Holiday means a) 25-26 December, b) 1 January, c)
Easter Monday, d) 1 May.

2.10. 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.

2.11. 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.

2.12. 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.

2.13. Weekend means the period between Friday 5 p.m. (CET/CEST)
and Monday 8 a.m. (CET/CEST).

2.14. 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).

2.15. 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. Unless agreed otherwise (not applicable to 4.1.3.,
4.1.16.), 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, unless
agreed otherwise (not applicable to 4.1.3., 4.1.16.), 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:

i) Class 1 (explosives with the exception of UN codes 0323,
0432, 0454 and UN code 0014 in respect of cartridges for tools only)

j) Class 2.3 (toxic gases)

k) 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)

l) Class 5.2 (organic peroxides which require controlled
temperature UN codes 3111 to 3120)

m) Class 6.1 (toxic substances Packaging Group 1)

n) Class 6.2 (bio hazardous substances)

o) Class 7 (radioactive substances)

p) 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 real-time visibility of the Freight a) by using
real-time visibility solutions available via Spotos platform and b) instruct the
responsible person to keep the data regarding the current status of the freight
up to date OR

ensure that Spotos app works for the duration of the carriage and: a)
instruct the driver to use it to ensure the safety of the carriage and the
quality of the services. Spotos GmbH has the right, but not the obligation, to
update status of the Freight in Spotos platform after receiving corresponding
information from the Carrier.

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 and calibrate all
temperature recording equipment at least annually and provide relevant evidence
upon request. 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. At its discretion, Spotos may restrict the access of
Carrier’s driver(s) to certain loading/unloading locations, and/or request to
the Carrier to change the driver as well as 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.

7.8. The Carrier agrees that Spotos GmbH may use Carrier‘s
name, trademark, logo and general description of the nature of the services
provided to the extent necessary for the development of Spotos GmbH marketing
activities. The Carrier has right to revoke its consent described in this clause
by sending an e-mail to: [email protected].

7.9. The Carrier agrees that Spotos GmbH may collect Carrier’s
feedback/review, name of the company and the name of an employee, and publish it
on Spotos website or other marketing material.

7.10. Spotos has right to access all communication between the
Shipper and the Carrier, recorded by any and all available means in Spotos
platform and refer to it or use it as a proof to handle a claim or any other
dispute.

§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. There is no
subscription fee applied for using Spotos services.

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) and all incoming and outgoing transactions under the ST&C are
made in Euros and via a bank transfer. Spotos GmbH is not responsible for any
fees or charges resulting from the currency exchange applied by the financial
institutions.

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 (including Spotos GmbH parent company and
its subsidiaries, sharing common parent company) 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.

***

 

 

 

 

 

 

 

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 to departure >24h** 100 EUR Freight rate
Transport cancelation prior to 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 to departure >24h Free of charge N/A
Freight cancelation prior to 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 hour or an additional hour is calculated accordingly.

 

Furthermore:

1. If the load/vehicle is cancelled over the Weekend or Public holiday, it shall
be considered that the Shipper/Carrier informed Spotos about the cancellation of
the load/vehicle on the next business day at 8.00 a.m. (CET/CEST).

2. The Carrier shall inform about the estimated time of arrival and
truck/trailer plate reg. no. in advance, but no later than 5 p.m. (CET/CEST) on
the business day before the loading/unloading day. Otherwise, the right of the
Carrier to request a compensation as indicated in the Annex „Charges“, is
excluded.

3. 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.

4. The loading and unloading shall be completed within 3 hours from the agreed
time of each loading/unloading, unless agreed otherwise. The Carrier is
obligated to update the corresponding status in the Spotos platform or send an
email to [email protected] after 2 hours from the agreed time, if the
loading/unloading has not commenced.

5. 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.

6. 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.