GENERAL TERMS AND CONDITIONS (GTC) FOR SHIPPERS AND SHIPPING CLIENTS
These General Terms and Conditions (hereinafter referred to as "GTC") apply to all contracts for the performance of national and international transport services (hereinafter referred to as "forwarding orders" or "individual orders") concluded between the client (hereinafter referred to as "client") and the Contracting sennder Company (hereinafter referred to as "sennder"). "Contracting sennder Company'' is the contracting company stated in the respective forwarding order or individual order which is an associated company of sennder Technologies GmbH, Genthiner Straße 34, 10785 Berlin, within the meaning of section 15 et seq. German Stock Corporation Act (Aktiengesetz - AktG).
The current version of the GTC at the time of conclusion of the contract shall apply. Any conditions of the client do not apply and are explicitly rejected. sennder's offer is directed exclusively at entrepreneurs as specified in § 14 BGB or legal entities under public law. For the application to non-German entities an entrepreneur, within the meaning of § 14 BGB, means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.
sennder shall be entitled to amend or supplement these GTC. sennder will notify via email or its platform the client the amended GTC. The client's consent to the amended GTC shall be deemed to have been given unless its validity is objected to in writing within three weeks of the amended GTC notification. This is pointed out separately once again in the notification of change. If the client objects to the amendment of the GTC in due form and time, the contractual relationship shall be continued under the previously agreed conditions. sennder reserves the right in this case to terminate the contractual relationship as soon as possible.
2. BASIS OF THE FORWARDING ORDER
2.1. The following regulations become the basis for the contractual relationship with the client in the order shown and apply in the event of contradictions in the order:
a) the forwarding order;
b) the framework agreement (if concluded);
c) GTC of sennder;
d) the German Freight Forwarders' Standard Terms and Conditions (ADSp 2017);
f) Legal regulations.
3. PERFORMANCE SPECIFICATION
3.1. For the client, sennder shall arrange for the dispatch of the goods specifically designated in the forwarding order between one or more pick-up and delivery addresses specified by the client.
3.2. sennder is free to carry out the transport itself or to have it carried out by third parties in accordance with statutory provisions. sennder shall, upon request, inform the client of the name and address of the third party.
3.3. sennder is free in the choice of means of transport and in the possible conclusion of implementation contracts.
3.4. sennder shall take out goods insurance, against payment of a premium, with an insurance company for the client if the client places a corresponding order in text form before handing over the goods to sennder.
4. CONCLUSION OF CONTRACT
The client and sennder agree on the essential contractual contents of the services to be commissioned, at least in text form. The client may transmit requests for the completion of an individual order to sennder via an appropriate interface into the software system used by sennder, provided that sennder has expressly given the client this option at least in text form; otherwise, the request must be transmitted by email to the email address provided to the client. The transport agreement is concluded in accordance with the specifications sennder confirmed to the client in text form.
5. EXECUTION AND HANDLING OF THE TRANSPORT
The client shall hand over the goods to sennder, or to a third party commissioned by sennder, to carry out the transport at the address and time stated in the forwarding order.
5.2. Loading and guarding
The client must load, transport and secure the goods in transit (load) and ensure the unloading. sennder or the third party commissioned to carry out the transport, must carry out reliable surveillance during transport. The adequacy of the surveillance is determined by the type and scope of the individual order.
5.3. Goods exempt from shipment
Unless expressly agreed otherwise, sennder does not transport:
a) goods for which the possession or dispatch is prohibited;
b) goods that pose a risk to health, life or property;
c) perishable goods (especially fresh food);
d) animals or plants;
e) dangerous goods;
f) motor vehicles;
g) moving goods;
h) heavy cargo and excessively large loads;
i) towed or recovered goods;
j) goods at risk of theft or robbery, in particular valuables, spirits, tobacco, IT or optical equipment; with the exception of consumer electronics and telecommunications equipment.
k) Transported machinery must be free of fuel, oil and grease.
5.4. Goods to be transported
In the request for the conclusion of the forwarding order, the client shall inform sennder of the quality, specifications and special features of the goods to enable sennder proper execution of the transport. This includes information on the weight, type, number of items, extent and weight of individual goods, packaging, palletisation and whether the goods are in accordance with Section 5.3.
5.5. Consolidated shipment
sennder or the third party commissioned with the transport execution is entitled to carry out the dispatch in a groupage load (§ 460 HGB), to reload the goods and if necessary to temporarily store the goods.
5.6. Client's right to give instructions
The client shall have the right to issue instructions to sennder in order to specify the performance. If the client does not issue instructions or issues instructions that are not sufficiently understandable or if instructions cannot actually be executed, sennder shall act at its own discretion. sennder or the third party commissioned to carry out the transport shall draw the client's attention to an obvious incorrectness or infeasibility of the instructions issued by them. If, contrary to the information given to the client, the client insists on the execution of the instructions given by them, the client must bear the resulting damage.
5.7. Hazard- and obstacle-free access and departure possibilities
The client shall ensure that all access routes to the respective loading and unloading points are free of danger and free of obstacles so that loading and unloading can take place at the agreed times. If access to the loading or unloading point without danger or obstruction is not possible, sennder is entitled to terminate the forwarding order without notice. If termination is effectuated by sennder before loading, the client shall pay to sennder the agreed remuneration. If notice of termination is given prior to unloading, the client shall pay sennder the full agreed remuneration. In such a case, unless otherwise agreed, sennder is entitled to store the goods at the expense of the client. The client shall also bear the costs of transport to the storage location as well as any other additional costs incurred, in particular waiting times as specified under 8.3 and 8.4.
5.8. Securing loads
The client shall provide sennder with functional load securing equipment and loading aids such as tension belts or anti-slip mats free of charge, insofar as these are necessary or reasonably required. sennder shall not return or exchange load securing or loading aids to the client. The client must ensure that the load securing and loading aids are returned to themselves, unless a separate fee is agreed for the return to the client. With regard to any claims of a shipper against sennder, the client shall indemnify sennder upon first request for payment of costs for load securing and loading aids. The client must ensure the proper securing of the load themselves. If the client does not stow the cargo in a roadworthy manner, sennder reserves the right to cancel the individual order. In this case, the client shall pay sennder the agreed remuneration (agreed remuneration without VAT for the part of the transport not performed).
5.9. Pallet exchange
Unless otherwise agreed in the forwarding order or in any other way, sennder or third parties commissioned by sennder to carry out the transport are not obliged to exchange pallets and accordingly bear no exchange risk.
5.10. Taxes and import duties
The client must ensure that they pay or have paid all taxes and import duties relating to the cargo. sennder is under no obligation in this respect.
5.11. Deviations from order confirmation and order execution
If during the execution of the order by sennder or a third party a significant deviation between the originally agreed and the actual delivery routes, packages, weights, cargo properties or other factors determining the remuneration becomes apparent, sennder is entitled to adjust the agreed remuneration on the basis of an equitable price calculation in accordance with § 315 ff. of the BGB (German Civil Code).
6. TERMINATION OF A FORWARDING ORDER BY THE CLIENT
6.1. The client may cancel (terminate) a forwarding order at any time without stating any reasons. A notification to sennder in text form is sufficient for a cancellation.
a) If the client cancels a forwarding order between 48 hour to 24 hours before the agreed loading time, the client will be charged a flat rate of 33%% of the agreed remuneration.
b) If the client cancels a forwarding order between 24 hours and 8 hours before the agreed loading time, the client shall be charged a flat rate of 75% of the agreed remuneration.
c) If the client cancels a forwarding order within 8 hours before the agreed loading time or if loading does not take place at the collection address, the client will be charged 100% of the agreed freight as loss.
7. TERMINATION OF A FORWARDING ORDER BY SENNDER
7.1. sennder is entitled to terminate a forwarding order in text form if there is an important reason. An extraordinary cause particularly applies, if:
7.2. there are justified doubts as to the solvency of the client;
7.3. the client has made materially false statements to sennder, in particular regarding the condition or composition of the goods to be loaded;
7.4. facts become known which give rise to considerable doubts as to the existence of the client, the sennder or the recipient;
7.5. facts become known which suggest fraudulent action on the part of the client or one of their vicarious agents;
7.6. the client communicates new information and requirements which would make it considerably more difficult or slow down the execution of the agreed transport by sennder (in particular new intermediate stops, desired pallet exchange, etc.);
7.7. access to the loading or unloading point without danger or obstruction is not possible, as per clause 5.7.
7.8. sennder or a third party commissioned by sennder to carry out the transport, is free to set the client a reasonable deadline within which the goods are to be loaded or made available, if this has not been done at the agreed loading time. If no goods are loaded or made available by the expiry of the deadline set, or if it is obvious that no goods are loaded or made available within this deadline, sennder may cancel the transport order.
7.9. If the vehicle has already been partially loaded, sennder is entitled, after a reasonable waiting period has elapsed, to depart also partially loaded. sennder's claim to the agreed remuneration remains unaffected.
7.10. In the event of termination by sennder, sennder shall be entitled to demand flat-rate damages from the client in the amount of 100% of the agreed remuneration. sennder shall be at liberty to claim further damages.
7.11. Any additional costs incurred by sennder shall remain unaffected and shall be borne by the client.
7.12. Other contractual or legal rights of sennder to cancel a forwarding order remain unaffected.
8. REMUNERATION AND REIMBURSEMENT OF EXPENSES
8.1. For the organisation and execution of the transport and the possible provision of ancillary services, sennder shall receive from the client the remuneration agreed in the forwarding order:
8.2. sennder may demand reimbursement from the client for expenses incurred on the goods to be transported which were not foreseeable but necessary at the time the contract was concluded. sennder shall contact the client prior to the incurrence of such expenses and obtain instructions from them in this regard, unless this is unreasonable or otherwise unreasonable for sennder due to special circumstances, for example due to existing urgency.
8.3. The client shall reimburse sennder for all additional costs which are based on incorrect information transmitted to sennder on the execution of the transport (in particular incorrect date, time or address details).
8.4. Waiting time by sennder or a third party commissioned by them during loading and unloading, for which neither sennder nor the third party is responsible, shall be remunerated as follows:
a) The waiting time is calculated from the agreed loading time and the agreed unloading time.
b) If no fixed time has been agreed for loading and unloading, the delay will be calculated on arrival of the vehicle at the loading and unloading location.
c) In the case of vehicles with a total weight of at least 12.00 tonnes, two hours waiting time for loading and unloading and a waiting time of thirty minutes for vehicles with a total weight of less than 12.00 tonnes is free of charge.
d) Securing or unlocking the load is part of the loading and unloading time.
e) In the case of partial loads, the free loading and unloading time is reduced accordingly and is charged proportionally to the total loading volume by sennder.
f) If the period without free waiting time is exceeded, an additional charge of 45.00 euros per hour or part thereof, calculated in 15 minute increments, will be made.
g) An upper limit is not agreed.
h) Any waiting hours for border clearance are free of charge for up to two hours, after which waiting time will be charged according to the above rates.
8.5. If sennder makes use of its right to dispatch in groupage (§ 460 HGB), the parties shall regard the agreed remuneration as appropriate remuneration.
8.6. All remuneration and other payments regulated in these GTC are subject to the addition of any value-added tax.
9. PAYMENT, PRICES AND INVOICING
9.1. sennder will send the client an invoice by email after the transport has been carried out.
sennder will also issue and send the client an invoice in paper form on request.
sennder will charge the client a fee of 3.50 Euro for each invoice issued in paper form.
9.2. Invoices from sennder are due for payment 14 days after the invoice has been issued (invoice date).
sennder does not grant any price reductions (discounts or rebates) on the invoice amount, unless the parties have agreed otherwise in writing.
10. LIABILITY OF SENNDER
10.1. sennder 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 2017 do not apply in whole or in part to the provision of services by sennder, sennder 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, sennder’s services and liability will be governed and limited in accordance with the Logistic-AGB (General Terms and Conditions of Logistics-Services Providers).
11.1. sennder has taken out liability insurance and will send the client a corresponding confirmation of the insurance by email on request.
11.2. sennder is entitled, but not obliged, to procure the insurance of the transported goods.
11.3. The client can instruct sennder by means of a separate agreement to take out transport insurance for a transport.
12. OFFSET AND ASSIGNMENT
12.1. The client has no right to offsets or retention unless their counterclaims are undisputed or legally binding by court order.
12.2. Unless otherwise specified or agreed, the Parties are not entitled to assign or transfer all or individual rights arising from their contractual relationship in text form without the prior consent of the other party.
13. FINAL PROVISIONS
13.1. German law, excluding the UN Sales Convention, shall apply to all legal relationships between the contractual parties.
13.2. For all legal disputes arising from or in connection with the contract between the freight forwarder and the client, the exclusive place of jurisdiction for all parties involved shall be the headquarters of sennder in Berlin, unless mandatory statutory provisions to the contrary apply. The place of fulfilment is Berlin. In case of international transports the place of jurisdiction shall be deemed as an additional place of jurisdiction pursuant to article 31 CMR.
13.3. If text form has been agreed, any stricter form (e.g. written form) is sufficient.
13.4. Gaps in the regulations are to be closed on the basis of the applicable law by regulations that correspond as far as possible to the sense and purpose of the provision to be replaced.
13.5. The invalidity of individual provisions does not lead to an overall invalidity of these conditions.