GENERAL TERMS AND CONDITIONS (GTC)
These General Terms and Conditions (hereinafter referred to as GTC) apply to all contracts (hereinafter referred to as "forwarding orders" or "individual orders") concluded between the client (hereinafter referred to as "client") and sennder Technologies GmbH, Genthiner Straße 34, 10785 Berlin or one of its associated companies within the meaning of section 15 et seq. German Stock Corporation Act (Aktiengesetz - AktG) (hereinafter referred to as "sennder") for the performance of national and international transport services. The current version of the GTC at the time of conclusion of the contract shall apply. Deviating conditions of the client do not apply.sennder's offer is directed exclusively at entrepreneurs (§ 14 BGB) or legal entities under public law.
sennder shall be entitled to amend or supplement these GTC. sennder shall send amendments to the GTC by email to the email address provided by the client at least three weeks before the planned entry into force of the amended GTC with notification of the content of the respective amended provisions. The client's consent to the amended General Terms and Conditions shall be deemed to have been given unless its validity is objected to in writing within three weeks of the amended General Terms and Conditions being sent. 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.
Basics of the forwarding order
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:
- the forwarding order;
- the framework agreement (if concluded);
- GTC of sennder;
- the German Freight Forwarders' Standard Terms and Conditions (ADSp 2017);
- 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.
- 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.
- sennder is free in the choice of means of transport and in the possible conclusion of implementation contracts.
- sennder shall take out goods insurance with an insurance company for the client if the client places a corresponding order in text form before handing over the goods to sennder.
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 e-mail to the e-mail address provided to the client within the initiation of the contract. The transport order comes about with the content which sennder has confirmed to the client in text form.
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.
- 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.
- Goods exempt from shipment
unless expressly agreed otherwise, sennder does not transport
- goods for which the possession or dispatch is prohibited;
- goods that pose a risk to health, life or property;
- perishable goods (especially fresh food);
- animals or plants;
- dangerous goods;
- motor vehicles;
- moving goods;
- heavy cargo and excessively large loads;
- towed or recovered goods;
- 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.
Transported machinery must be free of fuel, oil and grease.
- 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 transport goods necessary for the contractual and legal execution. 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.
- Consolidated shipment
sennder or the third party commissioned with the transport execution is entitled to carry out the dispatch in a group load (§ 460 HGB), to reload these and if necessary to temporarily store them.
- 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 unfeasibility of the instructions issued by them. If, contrary to the information given to them, the client insists on the execution of the instructions given by them, the client must bear the resulting damage.
- 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 points and 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 effected by sennder before loading, the client shall pay sennder one third (33%) of 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.
- 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 reasonable. 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 the client themselves, unless a separate charge is agreed for sennder to return them to the client. With regard to any claims of a shipper against the shipper, the client shall indemnify the shipper 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 one third of the agreed remuneration (agreed remuneration without VAT for the part of the transport not performed).
- 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.
- Taxes and import duties
The client must ensure that they pay or has paid all taxes and import duties relating to the cargo. sennder is not obliged in this respect.
- 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 charge the agreed remuneration on the basis of the price calculation (price list) in accordance with § 315 ff. of the BGB (German Civil Code) accordingly.
Cancellation of a forwarding order by the client
- 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. If the client cancels a forwarding order within 24 hours to 8 hours before the agreed loading time, the client will be charged a flat rate of 75% of the agreed remuneration. If the client cancels a forwarding order more than 24 hours before the loading time, the client shall be charged a flat rate of one third (33%) of the agreed remuneration. 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.
- The right to termination due to extraordinary causes remains unaffected. In the event of justified termination by the client for good cause, remuneration pursuant to Section 6.1 shall not be due.
Termination of a forwarding order by sennder
- sennder is entitled to terminate a forwarding order in text form if there is an important reason. An extraordinary cause particularly applies, if
- there are justified doubts as to the solvency of the client;
- the client has made materially false statements to sennder, in particular regarding the condition or composition of the goods to be loaded;
- facts become known which give rise to considerable doubts as to the existence of the client, the sennder or the recipient;
- facts become known which suggest fraudulent action on the part of the client or one of their vicarious agents;
- 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.);
- access to the loading or unloading point without danger or obstruction is not possible, subclause 5.7.
- sennder or a third party commissioned by sennder is to carry out the transport, it is up to the client to set 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.
- If the vehicle has already been partially loaded, sennder is entitled, after a reasonable waiting period has elapsed, to proceed with (continuation of) loading by the client, also partially loaded. sennder's claim to the agreed remuneration remains unaffected.
- In the event of termination by sennder, sennder shall be entitled to demand flat-rate damages from the client in the amount of one third (33 %) of the agreed remuneration, unless otherwise provided for in these General Terms and Conditions. sennder shall be at liberty to claim further damages.
- Any additional costs incurred by sennder shall remain unaffected from 7.1 to 7.4 and shall be borne by the client.
- Other contractual or legal rights of sennder to cancel a forwarding order remain unaffected.
Remuneration and reimbursement of expenses
- 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.
- 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.
- 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).
- Delays 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:
The delay is calculated from the agreed loading time and the agreed unloading time. 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. In the case of vehicles with a total weight of at least 12.00 tonnes, a delay of two hours for loading and unloading and a delay of thirty minutes for vehicles with a total weight of less than 12.00 tonnes is free of charge. Securing or unlocking the load is part of the loading and unloading time. 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. If the period without demurrage is exceeded, an additional charge of 75.00 euros per hour or part thereof will be made. An upper limit is not agreed. Any delays for border clearance are free of demurrage for up to two hours, after which demurrage will be charged according to the above rates.
- If sennder makes use of its right to dispatch in groupage (§ 460 HGB), the parties shall regard the agreed remuneration as appropriate remuneration.
- All remuneration and other payments regulated in these GTC are subject to the addition of any value-added tax.
Payment, prices and invoicing
- sennder will send the client an invoice by e-mail 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.
- 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.
Liability of sennder
- 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 the following sections, deviating from the provisions of § 431 HGB:
Clause 23 ADSp 2017, Limitation of liability
Clause 23.1 The liability of the freight forwarder for damage to goods in their care in accordance with § 431 para. 1, 2 and 4 HGB is limited as follows, with the exception of damage from sea transport and storage orders:
Clause 23.1.1 to 8.33 Special Drawing Rights (SDR) for each kilogram (kg), if the freight forwarder
- Carrier within the meaning of § 407 HGB;
- Freight forwarder in the sense of §§ 458 to 460 of the HGB; or
- Care freight forwarder in the sense of § 461 para. 1 HGB
Clause 23.1.2 to 2.00 instead of 8.33, special drawing rights per kilogram if the client has concluded a contract of carriage with the freight forwarder for carriage by various modes of transport, including sea transport, and the place of damage is unknown. If the place of loss is known, liability shall be determined in accordance with § 452a HGB, taking into account the exclusions and limitations of liability of ADSp.
Clause 23.1.3 In addition, if the liability of the freight forwarder under section 23.1.1 exceeds EUR 1.25 million per claim, their liability for each claim is limited to a maximum of EUR 1.25 million or 2.00 special drawing rights per kg, whichever is the greater.
Clause 23.2 The liability of the freight forwarder for damage caused in their care in the case of a contract of carriage by sea and international carriage is limited to the maximum amount prescribed by law for such carriage. Clause 25 will remain unaffected.
Clause 23.3 In cases not covered by clauses 23.1 and 23.2 (such as § 461 para. 2 HGB, §§ 280 ff BGB), the liability of the freight forwarder for damage to goods according to § 431 para. 1, 2 and 4 HGB are limited in amount.
Clause 23.3.1 in the case of a contract of carriage by sea or by different means of transport, including sea transport, to 2.00 special drawing rights per kilogram,
Clause 23.3.2 for all other transport contracts to 8.33 special drawing rights per kilogram.
Clause 23.3.3 Furthermore, the liability of the freight forwarder arising out of any claim is limited to a maximum amount of EUR 1.25 million.
Clause 23.4 The liability of the freight forwarder for damage other than to goods, excepting warehousing upon instruction, personal injury and damage to goods that are not subject of the contract of transportation, is limited to three times the amount payable for loss of the goods in accordance with sections 23.3.1 and 23.3.2. Furthermore, the liability of the freight forwarder arising from any claim is limited to a maximum amount of EUR 125 thousand.
Clause 23.4.1. The §§ 413 para. 2, 418 para. 6, 422 para. 3, 431 para. 3, 433, 445 para. 3, 446 para.2, 487 para. 2, 491 para. 5, 520 para. 2, 521 para. 4, 523 HGB as well as corresponding liability provisions in international agreements, which may not be deviated from by way of pre-formulated contractual conditions, remain unaffected.
Clause 23.4.2. Clause 23.4 does not apply to legal provisions such as Art. 25 MÜ, Art. 5 CIM or Art. 20 CMNI, which extend or allow the liability of the freight forwarder to extend it.
Clause 23.5. If the freight forwarder’s liability according to Articles 23.1, 23.3 and 23.4 exceeds the amount of EUR 2.5 million per damage event, then the freight forwarder’s liability is, irrespective of how many claims arise from a single damage event, further limited to a maximum amount of EUR 2.5 million per damage event or to 2.00 SDR per kg for lost or damaged goods, whichever amount is the higher. When there is more than one claimant, the freight forwarder’s liability shall be proportionate to individual claims.
- If the provisions of the ADSp 2017 are not applicable, sennder shall be liable in accordance with the following provisions.
- sennder is liable without limitation in the event of intent or gross negligence, for injury to life, limb or health in accordance with the provisions of the Product Liability Act and to the extent of a guarantee assumed by sennder.
- If sennder negligently violates an obligation which is essential for achieving the purpose of the contract (cardinal obligation), sennder's liability shall be limited to the damage typically foreseeable at the time the contract was concluded, and in the event of slightly negligent breach of duty the amount shall be limited as follows:
- in the event of a claim for damages due to misdirection of goods in transit, up to 50% of the value of the goods, however, not exceeding EUR 2,500.00 per damage event
- in the event of salvage, destruction or removal of a damaged goods with regard to the costs incurred due to statutory or official obligations up to an amount of EUR 10,000.00 per damage event.
- Any further liability of sennder is hereby excluded.
The above limitations of liability apply equally to the personal liability of employees, representatives and bodies of sennder.
- sennder has taken out liability insurance and will send the client a corresponding confirmation of the insurance by e-mail on request.
- sennder is entitled, but not obliged, to procure the insurance of the transported goods.
- The client can instruct sennder by means of a separate agreement to take out transport insurance for a transport.
- German law, excluding the UN Sales Convention, shall apply to all legal relationships between the contractual parties.
- The client has no right to offsets or retention unless their counterclaims are undisputed or legally binding by court order.
- 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.
- If text form has been agreed, any stricter form (e.g. written form) is sufficient.
- 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.
- The invalidity of individual provisions does not lead to an overall invalidity of these conditions.