Shipper Terms and Conditions

§ 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.