1. General
These General Terms and Conditions (hereinafter referred to as "GTC") apply to all national and international freight forwarding and freight contracts (hereinafter referred to as "Forwarding Orders" or "Individual Orders") concluded between the customer (hereinafter referred to as the "Client") and the corresponding “sennder contracting party” (hereinafter referred to as "sennder"), unless mandatory law takes precedence. The respective “sennder contracting party” is the contractual partner named in the respective Forwarding Order or Individual Order, which is an affiliated company of sennder Technologies GmbH, Genthiner Straße 34, 10785 Berlin, within the meaning of Sec. 15 et seq. of the German Stock Corporation Act (AktG).
The current version of the GTC at the time of conclusion of the contract applies. No terms and conditions of the Client apply and their application is excluded, even if sennder does not contradict these GTC again in the context of the placement of "Individual Orders". sennder's GTC apply to entrepreneurs within the meaning of Sec. 14 German Civil Code (BGB) or legal entities under public law.
sennder is entitled to amend or supplement these GTC. sennder will notify the Client of the amended GTC by e-mail, via its platform or in other appropriate way. The GTC are available under the following link (www.sennder.com). The Client's consent to the amended GTC shall be deemed to have been given if the validity is not objected to in writing within three (3) weeks of notification of the amended GTC. This will be pointed out separately in the notification of amendment. 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. In this case, sennder is entitled to terminate the contractual relationship with immediate effect.
2. Basis of the Forwarding Order
The following provisions become the basis of the contractual relationship with the Client and apply in the following order in the event of contradictions:
a. Forwarding Order/Individual Order;
b. Framework Agreement (if concluded);
c. Terms and Conditions of sennder and Appendix 1;
d. General German Freight Forwarders' Terms and Conditions (ADSp 2017);
e. Logistics-AGB 2019;
f. Legal Requirements.
3. Specifications of the service
3.1. sennder shall arrange for the Client to ship the goods specified 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 on its own initiative or to have it carried out by third parties in accordance with the statutory provisions. sennder shall provide the Client with the name and address of the commissioned carrier upon request.
3.3. sennder is free to determine the means of transport and the transport route, to select the subcontractors and to conclude the freight, storage and forwarding contracts necessary for dispatch, as well as to issue information and instructions to the subcontractors.
4. Conclusion of the contract
The Client may transmit Individual Orders to sennder via a corresponding interface in the software system used by sennder, provided that sennder has expressly allowed the Client to do so, at least in text form; otherwise, the order must be sent to sennder either by e-mail to the e-mail address provided to the Client – or in any other appropriate way. The Individual Order shall be concluded in accordance with the order confirmation issued to the Client.
5. Provision of Transportation
5.1. Handover
The Client shall hand over the goods to sennder or to a third party commissioned by sennder for the purpose of carrying out the transport at the address and time specified in the Forwarding Order.
5.2. Loading and guarding
The Client is responsible for loading, stowing and securing (loading) the goods so as to provide for their safe transport as well as for unloading them. sennder or its appointed carrier remains responsible for ensuring the loading is consistent with the regulations on the safe operation of the vehicle. sennder or the third party commissioned with the transport must carry out reliable monitoring during the transportation process. The adequacy of the monitoring depends on the nature and scope of the individual contract. Insofar as the carrier employed participates in loading or unloading without a contractual agreement on the instructions of the loading or unloading station, the carrier acts as a vicarious agent of the Client.
5.3. Goods excluded from transport
Unless expressly agreed otherwise, the following goods are excluded from carriage:
a. goods whose possession or shipment is prohibited:
b. goods that pose a risk to health, life or property;
c. perishable goods (especially fresh food); temperature-controlled goods ('TC');
d. animals or plants;
e. dangerous goods within the meaning of the Dangerous Goods Regulations (ADR/GGVSEB);
f. automobiles;
g. movable property;
h. heavy cargo and excessively large loads;
i. goods towed or seized;
j. goods at risk of theft or robbery, in particular valuables, spirits, tobacco products, computer or optical equipment, with the exception of consumer electronics and telecommunications equipment. The transported machines must be free of fuel, oil and grease;
k. waste and hazardous waste within the meaning of Sec. 53, 54 German Waste Management Act (KrWG);
l. weapons and weapons of war within the meaning of German War Weapons Control Act (KrWaffKontrG);
m. dual-use goods (Regulation 821/2021) or goods for which an export license is required under export control regulations;
n. jewelry, precious metals, money, securities;
o. works of art, antiques;
p. pharmaceutical and medical products.
5.4. Obligations of the Client to provide information
The Client shall inform sennder of the nature, specifications and special features of the goods on an Individual Order and do so before handing over the goods for transport in order to enable sennder to carry out the transport properly. This includes information on the weight, type, number of pieces and volume of the individual goods, packaging, palletising and whether the goods comply with the provisions of section 5.3 as well as special handling instructions and requirements.
5.5. Consolidated dispatch
sennder or the third party commissioned to carry out the transport is entitled to carry out the shipment in a consolidated load (Sec 460 German Commercial Code (HGB)), to reload the goods and, if necessary, to store them temporarily.
5.6. Client's right to issue instructions
The Client has the right to issue instructions in order to specify the service. If the Client does not give instructions or does not give instructions that are sufficiently intelligible, or if instructions cannot actually be carried out, sennder shall act at its own discretion. sennder or the third party commissioned to carry out the transport shall inform the Client of any obvious incorrectness or impracticability of the instructions given by the Client. If, contrary to the information given to it, the Client insists on carrying out the instructions given by it, it shall bear the resulting damage and indemnify sennder for all resulting damages and claims of third parties.
5.7. Hazard-free and obstacle-free access and departure options at loading and unloading stations
The Client shall ensure that all access routes to the respective loading and unloading points are safe and free of obstacles so that loading and unloading can take place at the agreed times. If access to the loading or unloading point is not possible without danger or obstacles, sennder is entitled to terminate the Forwarding Order without notice. If sennder terminates the contract before loading, the Client shall, at sennder's discretion, either pay the agreed freight, any demurrage and any expenses to be reimbursed, taking into account the expenses saved by sennder as a result of the termination of the contract, or pay sennder a lump sum of half of the agreed freight (“Fautfracht”). If the notice of termination takes place after the goods have been taken over but before unloading, the Client must pay the agreed remuneration. In such a case, sennder is entitled, unless otherwise agreed, to store the goods at the expense and risk of the Client. The Client shall also bear the costs for transport to the storage location as well as the other additional costs incurred, in particular the waiting times pursuant to Sections 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 required, necessary or reasonable by law. The Client shall ensure that the load securing and loading aids are returned to the Client itself, unless a separate fee has been agreed for the return to the Client. With regard to any claims by a third-party against sennder, the Client shall indemnify sennder against the costs of load securing and loading aids upon first request.
The Client shall ensure that the load is properly secured. If the Client does not stow the load in a roadworthy manner, sennder reserves the right to terminate the Individual Order. In this case, the Client shall pay the agreed remuneration (agreed remuneration excluding VAT for the unperformed part of the transport).
5.9. Pallet exchange
Unless otherwise agreed in the Forwarding Order or otherwise, sennder or third parties commissioned by sennder to carry out the transport are not obliged to exchange pallets and accordingly do not bear any exchange risk.
5.10. Taxes and import duties
The Client shall ensure that it pays or has paid all taxes, import duties, freight, cash on delivery, or any other duties or expenses in connection with the load. sennder has no obligations in this regard.
5.11. Deviations from the order confirmation and order execution
If the execution of the order by sennder or a third party reveals a significant deviation between the originally agreed and the actual delivery routes, packages, weights, load properties or other factors determining the remuneration, sennder is entitled to adjust the agreed remuneration on the basis of an appropriate price calculation in accordance with Sec. 315 et seq. BGB. If the goods do not correspond to the specifications in the Forwarding Order issued to sennder, sennder is entitled, at its own discretion, to terminate the Forwarding Order and refuse to accept the goods, to return goods already accepted for transport to the Client or to unload and store them at the expense and risk of the Client, to execute the Forwarding Order placed and to demand additional, appropriate remuneration.
6. Termination of a Forwarding Order by the Client
6.1. The Client may terminate a Forwarding Order at any time and without giving reasons. If the Client terminates a Forwarding Order between 48 hours and 24 hours before the agreed loading time, the Client will be charged a flat rate of 33% of the agreed remuneration. If the Client cancels a Forwarding Order between 24 hours and 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 within 8 hours before the agreed loading date or if the loading does not take place at the pick-up address, the Client will be charged 100% of the agreed remuneration (Appendix 1).
7. Termination of a Forwarding Order by sennder
7.1. In addition to the termination options provided by law, sennder is entitled to terminate a Forwarding Order in text form for cause. An important reason for termination exists in particular if:
a. the Client is in default of payment with more than one (1) due and undisputed invoice of more than 45 days (unless the Parties agreed on another term) and the Client does not make any payments despite being set a deadline by sennder;
b. there are reasonable doubts as to the solvency of the Client or if insolvency proceedings have been opened against the Client's assets or the opening has been rejected due to lack of assets, and in the event of the liquidation of the company;
c. the Client has provided false information to sennder in the Forwarding Order, in particular about the condition or composition of the goods to be loaded;
d. the contractually owed service is prohibited by law or is legally impossible or unreasonable for another reason, provided that this reason is beyond sennder´s control;
e. facts become known that indicate fraudulent conduct on the part of the Client or one of its vicarious agents;
f. the Client communicates new information and requirements that make it considerably more difficult for sennder to carry out the agreed transport (in particular new stopovers, desired pallet exchange, etc.);
g. safe and unhindered access to the loading or unloading station is not possible, as described in Clause 5.7;
h. no goods have been loaded or made available until the expiry of a period set by sennder, or it is obvious that no goods will be loaded or made available within this period.
7.2. sennder or a third party commissioned by sennder to carry out the transport is free to set the Client a reasonable period of time within which the goods are to be loaded or made available if this has not been done at the agreed time of loading.
7.3. If the goods are only partially loaded or made available by the expiry of the deadline set, sennder may commence transportation of the part of the goods already loaded and demand payment of the full freight, any demurrage and reimbursement of expenses incurred by sennder due to the absence of part of the goods; taking into account other freight costs collected.
7.4. If there is no interest in partial transportation, sennder shall be entitled to terminate the contract and, at its discretion, demand that the Client pay either the agreed freight costs, any demurrage and any expenses to be reimbursed, taking into account the expenses saved by sennder as a result of the termination of the contract, or a lump sum of half of the agreed freight (“Fautfracht”).
7.5. If goods have already been loaded prior to the termination, sennder may unload and store the goods at the expense and risk of the Client and demand that the Client unload the goods immediately. sennder need only tolerate the unloading of the goods insofar as this is possible without detriment to sennder’s business and without damage to sender or recipients of other consignments.
7.6. Other contractual or statutory rights of sennder in the event of termination of a Forwarding Order remain unaffected.
8. Remuneration and reimbursement of expenses
8.1. For the freight forwarding services and the possible provision of ancillary services, sennder shall receive from the Client the remuneration agreed in the Forwarding Order.
8.2. Quotations of sennder and agreements on prices and services refer exclusively to expressly listed services, goods of standard dimensions and weights as well as an essentially unchanged cargo or order quantity or quantity structure. Quotations presume normal, unmodified transport conditions, unimpeded connections, the possibility of immediate forwarding, the remaining validity of the underlying freight, exchange rates and tariffs of the agreement, rates and tariffs, unchanged data processing requirements, quality assurance arrangements and operational instructions. Furthermore, they presume unmodified public taxes, fuel and personnel costs, unless such changes were predictable, given the circumstances, at the time the project was concluded.
8.3. sennder is entitled to adjust the prices with a notice period of two (2) weeks if (i) the consumer price index of the Federal Republic of Germany (source is the index published by “DESTATIS”) has changed in the current contract year compared to the previous year or (ii) cost influencing factors beyond sennder´s reasonable control have changed (change in legislation, official requirements, newly introduced levies and costs) or (iii) the service providers commissioned by sennder increase their prices.
8.4. sennder may demand reimbursement from the Client for expenses for the goods to be transported that were not foreseeable but necessary at the time the contract was concluded. sennder shall contact the Client prior to incurring such expenses and obtain instructions from the Client in this regard, unless this is unreasonable for any other reason for sennder due to special circumstances, e.g. due to existing urgency.
8.5. The Client shall reimburse sennder for all additional costs based on incorrect information provided to sennder during the execution of the transport (in particular incorrect date, time or address information).
9. Loading, unloading and idle times
Waiting times of sennder or a third party commissioned by sennder during loading and unloading, for which neither sennder nor the third party is responsible, will be remunerated as part of the transportation services provided, by means of a service surcharge in exchange for the additional service provision to the Client that consists of additional transportation time, holding and supervising / keeping the goods within the transportation vehicle until unloading can be performed.
The waiting time is calculated from the agreed loading time and the agreed unloading time.
The Client is obliged to keep to the agreed or otherwise reasonable loading or unloading time. The time for loading and unloading road transport vehicles – irrespective of the number of shipments per loading or unloading station – shall be (i) for goods of any kind loaded on pallets: a. up to ten (10) Europallet storing positions: maximum thirty (30) minutes b. up to twenty (20) Europallet storing positions: maximum sixty (60) minutes c. more than twenty Europallet storing positions: maximum ninety (90) minutes; (ii) in all other cases, for goods with a handling weight a. up to three tons: maximum thirty (30) minutes, b. up to seven tons: maximum sixty (60) minutes, c. more than seven (7) tons: maximum 120 minutes.
The loading or unloading time begins with the arrival of the road vehicle at the designated loading or unloading location, and ends when the Client has completed all its duties and has cleared the departure of the road vehicle. However, if the registration via a time slot management system has been agreed for the arrival of road vehicles at the loading and unloading location, the loading and unloading time does not begin before the agreed arrival time.
In cases where the contractually agreed loading and unloading time has expired due to reasons beyond the sennder’s scope of responsibility, the Client must pay the sennder the agreed or otherwise commonly accepted demurrage fees.
If the free waiting time is exceeded, a service fee of 45.00 EUR per hour or part thereof, calculated in 15-minute increments, will be charged (Appendix 1) unless mandatory laws provide for a higher amount. No upper limit has been agreed. The waiting time at the border clearance is free of charge for up to two (2) hours, after which the waiting time is calculated according to the above rates.
If sennder makes use of his right to dispatch as a consolidated load (Sec. 460 HGB), the parties shall consider the agreed remuneration to be appropriate remuneration.
All remuneration and other services regulated in these GTC are exclusive of any value added tax.
10. Payment, pricing and invoicing
10.1. sennder will send an invoice to the Client by e-mail or in another appropriate way after the transport has been carried out. On request, sennder will also issue a paper invoice to the Client. sennder charges the Client a fee of 10.00 EUR for providing the original CMR-waybill. If other transport documents are required by the Client, sennder will charge a supplementary fee.
10.2. sennder invoices are due for payment thirty (30) days after invoicing (invoice date). sennder does not grant any discounts (discounts or skonto) on the invoice amount, unless the parties have agreed otherwise in writing (text form is sufficient). If Sec. 7.1. applies, sennder is entitled to adjust the payment terms.
11. Liability of sennder
11.1. sennder shall be liable in accordance with the provisions of the ADSp 2017, insofar as these do not conflict with mandatory statutory provisions.
11.2. Insofar as the ADSp 2017 do not apply to the logistics services actually provided, sennder's services and liability are governed by the Logistics GTC 2019 (General Terms and Conditions for Logistics Service Providers).
12. Insurance
12.1. sennder has taken out transport liability insurance and will send the Client a corresponding insurance confirmation by e-mail upon request.
13. Offsetting and assignment
13.1. The Client shall not be entitled to offset or withhold unless its counterclaims are undisputed or have been legally established by a court. This shall not apply to sennder.
13.2. Unless otherwise specified or agreed, the Client is not entitled to assign or transfer all or any rights arising from their contractual relationship in text form without the prior consent of the other party.
14. Final provisions
14.1. German law shall apply to all legal relationships between the contracting parties to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
14.2. For all legal disputes arising from or in connection with the Individual Order between sennder and the Client, the exclusive place of jurisdiction shall be Berlin, unless mandatory statutory provisions to the contrary. The place of performance is Berlin.
14.3. If text form has been agreed, any stricter form (e.g. written form) is sufficient.
14.4. Gaps in the provision shall be closed on the basis of the applicable law by means of provisions which correspond as far as possible to the spirit and purpose of the provision to be replaced.
14.5. The invalidity of individual provisions does not render these conditions void in their entirety.
14.6. These GTC may be drafted in languages other than German. In the event of a contradiction or discrepancy between the German version and another language version, the German version shall prevail and shall be the decisive text.
Appendix 1
