GENERAL TERMS AND CONDITIONS (GTC) FOR CARRIERS AND TRANSPORT COMPANIES
sennder Technologies GmbH, Genthiner Str. 34, 10785 Berlin, also acting on behalf of its affiliates, (hereinafter referred to as "sennder") concludes one or more contracts with the carrier (hereinafter referred to as the "carrier") on the basis of these General Terms and Conditions (GTC) for the provision of transport services (hereinafter "transport order").
The current version of the General Terms and Conditions shall apply, which can be accessed on the Internet under the domain sennder.com/terms-conditions-carrier. Any deviating conditions of the carrier shall not apply.
sennder shall be entitled to amend or supplement these GTC. sennder shall notify amendments to the GTC by email or via its platforms to the carrier. The carrier'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 being notified. This is pointed out separately once again in the notification of change. If the carrier objects to the amendment of the GTC in due form and time, sennder reserves the right to terminate the contractual relationship.
1. BASIS OF THE TRANSPORT ORDER
1.1. The following regulations are the contractual basis for the contractual relationship with the carrier and apply in the event of contradictions in the following order:
a) Transport order;
b) Standard Operating Procedure “SOP” if applicable;
c) Framework agreement or Orcas Conditions of Participation and Use;
d) General Terms and Conditions of sennder (GTC);
e) ADSp 2017;
f) Legal regulations.
2. SUBJECT OF THE TRANSPORT ORDER
2.1. The carrier undertakes to transport the goods intended for transport by sennder in accordance with the transport order, the SOP and these GTC for the agreed remuneration and to deliver them to the consignee designated by sennder in the transport order or according to individual instructions issued for the transport order.
2.2. In addition, the carrier shall provide all ancillary services agreed in the respective transport order.
3. CONCLUSION OF THE TRANSPORT ORDER
3.1. Any inquiry by sennder to the carrier for a possible transport order is not binding. sennder will provide the transport order via its IT platforms or via email. If the carrier declares his willingness to execute the transport order, it shall only become effective upon confirmation by sennder.
3.2. After a transport order has been placed, sennder is entitled to transmit information about the carrier or his subcontractors to his customers for the purpose of carrying out the transport.
3.3. The carrier cannot derive any claim or right to the conclusion of further transport orders from a transport order placed with him.
3.4. If the place of collection or delivery changes after the order has been placed but before collection or delivery and the changed place is within a radius of twenty (20) km of the originally agreed place, the carrier shall carry out the transport in accordance with the terms of the transport order.
4. LOADING AND UNLOADING REGULATIONS, TRANSPORT
4.1. Notwithstanding § 412 HGB, the carrier shall load and unload the goods and load them safely. The carrier must provide standard and appropriate materials for securing the load, e.g. tension belts, anti-slip mats and edge protectors. In addition, the carrier shall ensure that the goods being transported are adequately guarded. The adequacy of the guarding is determined by the type and scope of the agreed transport order.
4.2. The carrier shall check the roadworthiness and completeness of the equipment of the transport vehicle used before the start of transport. Equipment which is compulsory or agreed in the transport order must be carried by the carrier until the completion of the transport.
4.3. The loading and unloading dates and times agreed in the transport order are binding and must be adhered to by the carrier. If the carrier arrives outside these agreed times, the shipper or recipient may refuse loading or unloading. The carrier is obliged to pay a lump sum of 35.00 euros for each hour of delay, but not more than 80% of the agreed freight charge. This applies exclusively to self-inflicted delays at all collection and delivery locations.This liquidated damage for delayed delivery is notwithstanding any right to claim additional damages in accordance with mandatory applicable transport laws. The burden of proof that the delay was not the fault of the carrier shall be borne by the carrier (reversal of the burden of proof).
4.4. The carrier shall transmit all proof of delivery to sennder immediately after the transport has been carried out by electronic means, but no later than two days after delivery. 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.
4.5. The carrier shall ensure that all electronic devices used by him for order processing are functional and that this remains so during the execution of the transport. The proper data backup is the responsibility of the carrier.
4.7. The carrier uses only suitable storage areas, storage or transhipment buildings and equipment for the transport order. The carrier is responsible for compliance with legal or regulatory requirements.
4.8. The carrier is not entitled to tranship the goods from one vehicle to another vehicle or to relocate the goods within the vehicle (hereinafter “prohibition of transhipment”) unless sennder has given prior written consent to the carrier. The carrier and sennder agree that the prohibition of transhipment subsists irrespective of any entry in the consignment note in accordance with Art. 6 para. 2 lit. a of the Convention on the Contract for the International Carriage of Goods by Road (CMR).
5. STILLAGE AND PALLET EXCHANGE
5.1. The carrier is not obliged to arrange replacements of loading equipment (Euro pallets and/or Dusseldorf palettes), unless agreement has been reached to this effect.
5.2. In the case of a contractually agreed exchange of loading equipment, unless otherwise agreed, the following principles apply:
At the loading point, the carrier is obliged:
a) To hand over the number of exchangeable loading equipment agreed in the transport order at the loading point and to have number and type of loading equipment handed over acknowledged
b) To confirm a possible non-exchange
c) To confirm the number and type of loading equipment take over and to record in writing any reservations regarding the quality
At the unloading point, the carrier is obliged:
a) To deliver the palletised goods and to have delivery of the loading equipment receipted according to number and type
b) To check the empty loading equipment offered by the recipient for their externally recognisable suitability, to acknowledge the number of type of pallets taken over and to record in writing any reservations regarding their quality
c) To have a non-exchange confirmed
5.3. Furthermore, the Carrier is obliged to report any deviations from the loading equipment exchange agreed in the Transport Contract during transport directly to sennder. sennder shall not be liable for defective pallets that have been exchanged by the Carrier or have not been reported to sennder during the transport.
5.4. If, contrary to the agreement, the carrier does not hand over any or sufficient exchangeable loading equipment at the loading point, they remain obliged to deliver the missing exchangeable loading equipment. The obligation must be fulfilled within one month of delivery.
5.5. If the delivery did not take place, sennder can demand compensation instead of performance. The compensation is calculated at 12€ per Euro pallet and 6€ per Düsseldorfer pallet.
5.6. If an exchange of loading equipment is contractually agreed, then the following cost rate is used for the loading equipment:
For the procurement of non-exchanged pallets:
a) Euro pallets/flat pallets: €12.00 / piece
b) Dusseldorf: €6.00 / piece
For the repair of defective pallets:
a) Euro pallets: €4.00 / piece
b) Dusseldorf: €4.00 / piece
6. VEHICLES PROVIDED BY THE CARRIER
6.1. The carrier shall maintain a sufficient number of manned vehicles with sufficient loading volume on the agreed dates to fulfill his obligations arising from the transport order and shall make these available for the respective transport. The carrier shall ensure that the driver(s) employed by him/her are able to make full use of the legally stipulated journey times for the transport so that delivery of the goods is guaranteed at the agreed time or within the agreed period.
6.2. The carrier must ensure that he or the drivers employed by him can be reached at all times during transport by sennder, for example via a mobile phone.
6.3. The carrier guarantees that he uses only carefully selected and supervised, reliable, professionally trained driving personnel with a valid professional driving license, sufficient driving experience and the training certificates and other professional qualifications necessary for the transport.
6.4. The carrier is particularly obliged, but not exclusively,
a) to use only vehicles and trailers, lifting equipment, containers and other equipment, including belts and ropes, which are in perfect technical condition;
b) to ensure that the vehicles used by him are suitable for the goods to be transported;
c) to ensure that the vehicles used by him are properly equipped for the respective order, in particular to equip and secure the own or third-party vehicle used for transport with technical equipment against theft (e.g. immobilizer). He must oblige his drivers to activate the anti-theft device when leaving the vehicle;
d) to secure all trailers, lifting equipment, containers and other equipment within his sphere of influence and responsibility against robbery or theft;
e) all certificates required for the transport order (e.g. ISO, TAPA TSR, GDP, IFS, HACCP certificates) must be submitted to sennder in true copy upon request before the transport is carried out;
f) he must ensure that the vehicles, trailers, lifting equipment and other items of equipment used by him and the drivers used by him to carry out the transport comply with all relevant legal norms (e.g. laws, regulations, official directives or orders, regulations issued by employers' liability insurance associations), that they have all necessary permits and approvals and comply with all official requirements.
6.5. If one of the carrier's vehicles intended for the performance of the transport fails, the carrier shall provide an equivalent replacement vehicle, irrespective of whether the failure is the responsibility of the carrier. If he cannot do so or cannot do so in time to execute the transport order as agreed, sennder shall be entitled, after expiry of a reasonable period - provided that this period is not dispensable in accordance with § 323 para. 2 BGB - to provide a replacement vehicle for a fee to be paid by the carrier. If the carrier is responsible for the loss of the vehicle, sennder is entitled to offset the costs incurred by him for the replacement vehicle provided by him as well as the costs caused by the delay against the remuneration owed to the carrier.
6.6. sennder places great value on the protection of our environment. Therefore, the carrier is obliged to use only vehicles with the EURO 5 and EURO 6 emission standards for transport.
6.7. When the carrier is contracted to use advanced fuels such as HVO, B100, Bio-LNG, Bio-CNG, LNG, CNG, electric, hydrogen or others, the carrier shall fulfill the obligation to run on the fuel stated and provide required documentation to prove the use of the agreed upon fuel. Failure to use the assigned fuel or provide proof, can, at sennder’s sole discretion, result in a reduction of payment up to 25% of the transport price.
7. EMPLOYMENT OF SUBCONTRACTORS
7.1. The carrier may not appoint a subcontractor as accommodation carrier except sennder has approved the subcontractor in writing. This approval may be given when all licenses, authorisations and insurances of the subcontractor are vetted and approved by sennder. In addition the carrier agrees contractually with the accommodation carrier that he is obliged to comply with the provisions of these GTC in the same way as the carrier.
7.2. Notwithstanding the foregoing, the selection of subcontractors remains the responsibility of the carrier. The carrier will make the selection with the care of a prudent businessman and must ensure that the subcontractor has all the insurance policies and certificates necessary for the execution of the transport order. The carrier will remain liable as a principal for the performance of the transport order.
7.3. If the carrier does not comply with the obligations in this clause 7, this will constitute an irreparable breach of the agreement and sennder has the right to issue a contractual penalty of five hundred (500) euro per load. sennder will suspend any payment to the carrier until it has received proof of payment of the carrier towards the subcontracted carrier. The foregoing is notwithstanding sennder’s right to claim additional damages.
8. COMPLIANCE WITH LEGAL REQUIREMENTS
8.1. The carrier, the drivers employed by him and any subcontractor he may employ shall be obliged in particular, but not exclusively, to comply with the following provisions:
a) EU Regulations 1071/2009 and 1071/2009;
b) Minimum Wage Act (MILog);
c) the German law to combat illegal employment in commercial road haulage (GüKBillBG);
d) relevant national regulations and standards of all EU countries in the case of a cross-border transport order;
e) the German Road Haulage Act (GüKG).
8.2. In addition, the carrier, the drivers employed by him and any subcontractors employed by him shall be obliged to:
a) Carry a journey report booklet according to Art. 5 of the CEMT guideline while driving;
b) for foreign drivers from third countries (non-EU/EEA countries) and subcontractors from an EU/EEA country: carry a valid driving license, a valid passport or identity card and, if necessary, an original work permit or negative tests and - if necessary - an officially certified translation;
c) Carry bills of lading and loading documents with you at the start of transport and during the journey;
d) the use of vehicles registered for the carriage of goods by road in the State in which the carrier is established and which comply with the relevant provisions, in particular from a technical point of view;
e) Compliance with the legally prescribed driving and rest periods;
f) Carry accident leaflets.
g) Compliance with a 0.0-alcohol-per-mille limit or any other substances influencing the ability to control a vehicle for drivers.
8.3. The carrier shall ensure compliance with obligations under labor, customs, foreign trade, social and security law.
8.4. The carrier shall comply with sennder’s bribery and anti-corruption, anti-fraud, money-laundering and whistleblowing policies, which shall be handed over on request.
8.5. The carrier warrants that it will observe all applicable export control laws and regulations and will not maintain any relationships with persons or organizations subject to restrictive economic measures by relevant national governments or international organizations for export control and economic sanctions purposes. The carrier represents and warrants that it is not owned, affiliated or otherwise controlled (whether directly or indirectly) by a Denied Party or Specially Designated National and it will not engage, deploy or use any Denied Party or Specially Designated National as employees, subcontractors or agents for the delivery of Products or the performance of the Services to sennder
9. TRANSPORT AND ACCOMPANYING DOCUMENTS, RECEIPTS
9.1. Transport and accompanying documents, in particular bills of lading, CMR bills of lading, commercial invoices, packing lists and customs documents may only be made available or handed over to third parties insofar as this is necessary for the execution of the transport order. Exceptions apply only in the case of legally prescribed controls by the Federal Office of Goods Transport (FOPH) or other legitimate state bodies.
9.2. Unless instructed otherwise by sennder, the carrier may hand over the goods to be transported only against presentation of proof of delivery to the consignee. The carrier shall ensure that the consignee confirms receipt of the goods and the unloading time on the consignment note with a company stamp, a signature and the current date.
10. INSTRUCTIONS BY SENNDER, INFORMATION BY THE CARRIER
10.1. The carrier is obliged to follow order-related instructions of the consignor and sennder in particular with regard to loading and unloading dates and the execution of transport.
10.2. The carrier shall inform sennder of obvious inaccuracies and infeasibilities in the instructions he has given.
10.3. The carrier is obliged to inform sennder immediately of all circumstances essential for the fulfillment of the transport order. This applies in particular to obstacles to carriage, delivery and transport occurring on the part of the carrier, to recognisable transport damage to the goods and loss of goods, to accidents, vehicle breakdowns or delays in transport. In such a case, the carrier shall immediately inform sennder and obtain instructions from sennder. The carrier must immediately report any theft or robbery in connection with the transport order to the police and inform sennder. In the event of an accident, the carrier shall in all cases inform the police and, after the accident has been recorded, request a written accident report or a similar document. This accident report must be sent to sennder in a clearly legible copy.
10.4. The carrier is obliged to inform sennder immediately of any complaints made by the consignee regarding the quality and quantity of the goods and to ensure that the complaints are noted in writing on the proof of delivery.
11. FREIGHT CHARGES
11.1. The carrier and sennder agree on the freight charges in the respective transport order. If the tax conditions are met, sennder shall additionally pay the applicable value added tax to the carrier. All agreed services described in these General Terms and Conditions and to be provided by the carrier shall be compensated with the freight charges, unless the transport order or other contractual agreements provide otherwise. In particular, all carrier expenses (e.g. tolls, expenses in connection with loading and unloading, fuel, driving tariffs) shall be compensated.
11.2. Any assumption of or participation in additional expenses for the transport goods, other additional costs (e.g. extra kilometers) or in a premium increase of the transport insurance for an increase in cover in connection with the value of the transport goods, which were not foreseeable at the time of conclusion of the Contract, shall in any case require prior consent from sennder for the cost approval. This consent must be obtained immediately as soon as the carrier becomes aware of the necessity of the corresponding expenses.
11.3. Assignment of a claim by the carrier (i.e. factoring) will only take effect vis-à-vis sennder if the carrier notifies sennder of the assignment of the claim, including all the necessary information (order and creditor number, name, address, account number of the new creditor, amount, date of validity of the assignment, etc.) and sennder agrees to the assignment in writing.
11.4. Contrary to the stipulations of the ADSp 2017, the exercise of a right of any lien over the goods or a right of retention of the goods by the carrier is explicitly excluded.
12. CREDIT NOTE ISSUANCE, DUE DATE, ACCEPTANCE
12.1. The carrier shall transmit all documents received from the consignee (in particular consignment note and proof of delivery), including proofs in accordance with section 9.2, to sennder immediately after the actual execution of the transport via the platform "pod.sennder.com/en" provided by sennder to the carrier. If sennder and the carrier have agreed otherwise in individual cases, or if the transmission of the documents via the platform "pod.sennder.com/en" is not possible for reasons for which sennder is responsible (in particular for technical reasons), the transmission of the documents by the carrier must take place in another manner to be determined by sennder in individual cases.
12.2. The invoicing process takes place exclusively by credit note issuance by sennder as agreed by the carrier and sennder, in accordance with article 14, Issuing of invoices, of the Value Added Tax Act (UStG) and article 224 of the Directive 2006/112/EC. The credit notes shall be issued within two (2) working days (except Saturdays) of receipt of the consignment note and all documents received from the consignee in connection with the delivery of the goods (in particular proof of delivery in accordance with Section 9.2). Freight shall be paid within thirty (30) days after the credit note has been sent to the carrier. The receipt of the aforementioned documents by sennder is thus a condition for the payment of the freight.
12.3. The payment of freight charges or a credit note issued does not constitute acceptance of a transport service in accordance with § 640 BGB. The transport service shall be deemed to have been accepted by sennder upon expiry of two (2) weeks from the date of delivery of the transport goods to the consignee, unless sennder expressly declares acceptance prior to this date.
12.4. Failure to submit a proof of delivery will constitute a breach of the carrier of its duty to deliver the goods in full and on time.
13. SERVICE DISRUPTIONS
13.1. In the event of disruptions to performance caused by the carrier, the following provisions shall apply:
a) If the carrier does not pick up a load through his own fault at the agreed time (e.g. due to too small a truck, wrong or no loading aids), he must remedy the situation at his own expense within three (3) hours of the agreed collection time by taking another route to the pickup point. If the collection is delayed by more than three (3) hours compared to the agreed collection time, sennder can organize a replacement transport at the carrier's expense and commission another carrier. Clause 4.3 remains unaffected.
b) The carrier shall be liable for all damage caused to the shipper, the consignee or sennder as a result of a delay in collection or delivery culpably caused by him. The carrier shall indemnify sennder upon first request against any claims of customers arising from the culpably caused collection or delivery.
14. LIABILITY OF THE CARRIER
14.1. Notwithstanding any mandatory applicable domestic laws, in national freight transport (including the provision of ancillary contractual services), the carrier shall be liable in accordance with ADSp 2017 (para. 22 et seq. ADSp 2017) and in international transport in accordance with the provisions of the Convention on the Contract for the International Carriage of Goods by Road (CMR).
14.2. The carrier shall be liable for all material damage and personal injury culpably caused by him which he causes to the property of sennder, the customer, the consignor, the consignee and his employees, bodies or other auxiliary persons as well as to the property of other third parties.
15. LIABILITY OF SENNDER
15.1. sennder shall only be liable for damages if sennder, its legal representatives or vicarious agents are guilty of intent or gross negligence.
15.2. Unless sennder, its legal representatives or senior executives are guilty of intent or gross negligence, liability is limited to the damage typically foreseeable at the time the contract was concluded.
15.3. The aforementioned limitations of liability shall also apply to any competing claims arising from tort, but not to claims for damages arising from injury to life, body or health, as well as those under the Product Liability Act or the mandatory provisions of the CMR and the German Commercial Code.
16. WAITING TIME
16.1. The downtime is generally calculated from the agreed collection time or the agreed delivery time or actual arrival time, whichever is later. If no exact times have been agreed for collection or delivery, a claim for waiting time may be charged upon arrival of the vehicle at the place of loading and unloading in accordance with the following provisions:
a) The carrier's waiting time on collection or delivery shall be remunerated as specified and agreed in the transport order, or if not agreed in the transport order, in accordance with the accessorial rate table attached as Annex 1 to these conditions, provided that they are not the fault of the carrier.
b) In order to enforce the claim for waiting time, the carrier is obliged to notify sennder without undue delay, but at the latest before the end of the second waiting hour with a final request not later than 48 hours upon completion of the transport order.
c) If the carrier demands waiting time then upon presentation of suitable proof, sennder shall issue a corresponding credit note in accordance with clause 12.2. Clause 12.4 second sentence applies accordingly.
17. TERMINATION OF A TRANSPORT ORDER BY SENNDER DUE TO CANCELLATION OR DEAD FREIGHT, TERMINATION BY THE CARRIER
17.1. If sennder terminates the transport order more than twelve (12) hours before the agreed collection time, the carrier shall not be entitled to any remuneration.
17.2. If sennder cancels the transport order within twelve (12) hours prior to the agreed collection time, the carrier may claim remuneration:
a) the remuneration in case of cancellation by sennder is limited to a maximum amount as specified and agreed in the transport order, or if not agreed in the transport order, in accordance with the accessorial rate table attached as Annex 1 to these conditions.
b) sennder is entitled to terminate a transport order free of charge within 30 minutes of sending an email confirmation, if there is a recognised interest for sennder in this respect. This is explicitly the case if a human or technical error is identified in the drafting or transmission of the transport order or if the client of sennder for its part terminates the transport order at short notice.
c) The carrier is not entitled to any further claims based on the termination.
d) If the carrier terminates the transport order confirmed by sennder before the time of collection, the carrier is obliged to compensate the resulting damage, in particular to compensate all additional expenses for a carrier commissioned by sennder as an alternative.
18.1. For his liability under the contract of carriage, the carrier shall take out insurance for consequential damage to goods and goods and motor vehicle liability insurance with customary and appropriate sums insured and shall prove the conclusion and existence of such insurance upon request by presenting the respective insurance certificates. The carrier must carry the relevant documents during transport.
18.2. Furthermore, the carrier shall take out business liability insurance with a sum insured in the usual and appropriate amount for personal injury, damage to property and pecuniary loss. Section 18.1 applies accordingly.
18.3. If, contrary to his obligation under Clause 18.1, the carrier does not have a sufficiently high transport insurance for the transport, sennder may take out a corresponding third-party carrier insurance for the transport. In this case, the carrier is obliged to pay sennder a flat-rate service charge of EURO 3.50 for this purpose, this flat-rate will be deducted from the carrier invoice via the self-billing procedure.
19. OTHER CARRIER CUSTOMERS
19.1. The carrier is obliged not to act exclusively for sennder and to conclude contracts with other clients and to act on their behalf. Before accepting orders from third parties, the carrier shall check whether the interests of sennder pursuant to Clause 20 conflict with this.
20. CUSTOMER PROTECTION AND POST-CONTRACTUAL NON-COMPETITION CLAUSE
20.1. The carrier undertakes to protect the customer (sennder). During the term of the Contract and for a period of six (6) months thereafter, carrier may neither directly nor indirectly provide or pass on to third parties any transport or forwarding services to customers of sennder without the prior consent of sennder. Geographically, this prohibition is limited to sennder's area of activity.
20.2. Customers referred to in Clause 20.1. shall mean any shipper or of goods of which the carrier has become aware within the previous six (6) months in connection with a transport order placed with him by sennder or with whom sennder has entered into a business relationship for the transport of goods and with whom the carrier has carried out such transport. ide of the business relationship with sennder (reversal of the burden of proof).
20.3. If the carrier violates the above obligation pursuant to Clause 20.1., he shall be obliged to pay a contractual penalty amounting to 15% of the net turnover achieved by the carrier with the respective customer in violation of Clause 20.1. The carrier undertakes to disclose his invoices to the respective customer. sennder is entitled to claim additional damages from the carrier.
20.4. For a period of six (6) months after the end of the contractual relationship, the carrier is also prohibited from competing with sennder in such a way that he performs his contractual services for a competitor by sennder "post-contractual non-competition clause".
This post-contractual non-compete obligation relates to:
a) all areas in which sennder is active at the time when the contractual relationship ends, and
b) the entire spatial area of activity by sennder at the time when the last transport order has ended.
20.5. Substantive and territorial scope are collectively referred to as a "business segment".
20.6. The post-contractual non-competition clause covers all competitive activities pursuant to Section 20.4 in the business segment by sennder, whether directly or indirectly, independently, as a freelancer, as an employee, through advisory activities or in any other way.
20.7. If the carrier culpably violates the post-contractual non-competition clause, he shall be obliged to pay a contractual penalty in accordance with clause 20.3, whereby the net turnover of the carrier with the respective competitor shall be decisive.
21. CONFIDENTIALITY CLAUSE, CONFIDENTIALITY
21.1. Carrier undertakes and agrees at all times to keep in strict confidentiality all information which is of a confidential nature, including without limitation information relating to forecasts, prices, discounts, handling costs, sales statistics, markets, customers, employees and technical, operational and administrative systems (the “Confidential Information”) of sennder and sennder’s customers which it may obtain or learn in connection with the performance of the services or the use of sennder’s platforms. Carrier must not use or disclose the Confidential Information to any other person, firm or company outside the carrier’s group of companies and their respective professional advisers, except only as may be necessary and bona fide in connection with its obligations under the agreement. Provided that where any part of the Confidential Information is already or becomes commonly known in the trade, except by a breach hereof, or is required to be disclosed by any law or court order, then the foregoing obligations of confidentiality in respect of such part of the Confidential Information shall cease to apply. Without limiting the generality of the foregoing, Carrier agrees that it shall not use the confidential information for its own commercial purposes save in fulfilling its obligations under the Contract. Such obligations of confidentiality shall apply for five years from the date the Carrier receives the relevant confidential information, notwithstanding the termination or expiry of the agreement.
22. OFFSETS, RETENTION AND ASSIGNMENT
22.1. 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.
22.2. The carrier has no right to offsets or retention unless its counter claims are undisputed or legally binding by court order.
23. FINAL PROVISIONS
23.1. German law, excluding the UN Sales Convention, shall apply to all legal relationships between the Contractual Parties.
23.2. For all legal disputes arising from or in connection with the Contract between the carrier and sennder, the exclusive place of jurisdiction for all Parties involved at sennder's registered office in Berlin, unless mandatory statutory provisions to the contrary apply. The place of fulfillment 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.
23.3. Inconsistencies in the regulations are to be resolved on the basis of the applicable law by regulations that correspond as far as possible to the intent and purpose of the provision to be replaced. The invalidity of individual provisions does not lead to an overall invalidity of these conditions. Should individual provisions of these GTC be ineffective, the remaining provisions shall remain effective. The invalid provision shall be replaced by a provision to be determined according to the will of the Parties that comes closest to the economic purpose of the invalid provision. If the Parties subsequently determine that an agreement in connection with these GTC or its components is incomplete, they shall close these inconsistencies in text form taking into account the purpose of the contract and the mutual economic interests.