General Terms and Conditions.
I. Scope of application
1. All offers and quotations made by HEED! EventlogistikGmbH, Münchener Str. 20, 85435 Erding, Germany (hereinafter referred to as “HEED!”) or contracts between HEED! and its clients for the provision of road, air and sea freight transport as well as all related services are based on the following Terms And Conditions of Offer And Contract (hereinafter referred toas “GTC”).
2. Any deviating terms and conditions of the client shall not apply unless HEED! has expressly agreed to their applicability in writing.The GTC also apply if HEED! performs any work for a client without reservationwhile being aware of any such conflicting or deviating terms and conditions onthe part of the client.
3. The GTC also apply to future individual contracts andagreements (hereinafter “Contracts”) concluded for the purposes of the business relationship between the client and HEED! even if no explicit reference is made to them.
II. General section - applicable to all offers and transport contracts
1. HEED! operates in accordance with the AllgemeineDeutsche Spediteurbedingungen 2017 (German Freight Forwarders’ Standard Termsand Conditions 2017 ("ADSp 2017")) and – to the extent that the ADSp 2017 do not apply to the provision of logistics services – in accordance with the Logistics GTC, as at July 2019. In article 23, the ADSp 2017 deviate from the law with regard to the maximum liability amount for damage to goods (section 431 of theGerman Commercial Code (HGB)) by limiting the liability to 2 SDRs per kg for multimodal transports including carriage by sea and if the place of damage is unknown, and otherwise additionally limiting the standard liability of 8.33SDRs per kg to EUR 1.25 million per case of damage and EUR 2.5 million per damaging.
The ADSp 2017 are available at www.heed-logistics.com/adsp the Logistics GTC at www.heed-logistics.com/logistik-agb. Except as otherwise stipulated, the GTC apply in addition to the ADSp2017 and the Logistics GTC as at July 2019. In the event of any inconsistency, the GTC shall prevail, but only to the extent that the inconsistency exists.
2. Any offers made by HEED! are not to be understood as offers in the legal sense, but only as a request to the client to submit an offer/order. Consequently, such an offer is not deemed to be a legally binding offer; in the following, a request to a client to make an offer is nevertheless referred to as an “offer” for the sake of simplicity. A legally binding contract is only concluded when HEED! confirms the client’s order in writing o rbegins to actually execute the order concerned. The sending of an offer does not create any obligations or liabilities on the part of HEED! and does not constitute automatic acceptance of any terms and conditions of contract provided by the client, if applicable, unless this is explicitly indicated by HEED! The offer applies subject to the availability of appropriate loading space and sufficient empty equipment and assumes unchanged conditions regarding transport, tariff and exchange rates plus the customary local incidental expenses.
The rates specified in the quotations do not includea ny surcharges for nights, weekends or public holidays, additional waiting times, special trips, loading equipment, storage fees, labour etc., except as otherwise stated. Rates do not include taxes, duties or other public charges or the provision of customs documents, special permits etc., except as otherwise stated.
3. Except as otherwise stated in the offer, this is based on the takeover of goods that are not covered by the relevant dangerous goods regulations, inparticular the Agreement concerning the International Carriage of Dangerous Goods by Road (ADR). In addition, paper for printing money, money and securities, credit cards and debit cards, cheques, stamps, tickets, prototypes jewellery, precious stones and works of art, personal effects, removal goods, perishable foodstuffs, live animals and plants, motor vehicles, human organs, blood and mortal remains, unless transported by air freight, as well as sharkfins, plants and living creatures listed on the CITES list, are excluded from carriage in any event..
If the order includes any dangerous goods, the client is obliged to provide HEED! with the required documents prior to making the booking concerned. If the client fails to comply with this obligation, the client will be responsible for all consequences, damage and expenses resulting therefrom, for example due to a delay in transportation.
4. Freight charges are payable in Germany in euros before delivery to the recipient, except as otherwise stated. If this requires conversion into another currency and/or from another currency into euros, this conversion shall be made in the case of sea freight on the basis of the exchange rates published on the day of departure, and in the case of airfreight on the basis of the exchange rates published on the day of settlement at www.xe.com, unless a different conversion rate has been agreed individually between the Parties. If any customs duties and/or turnover tax on imports incurred are settled by HEED!, such charges will be invoiced to the client on a daily basis; the client must reimburse the amount advanced plus a commission on the advance of 3% of theamount advanced within no more than 7 days of invoicing, except as otherwise agreed.
5. HEED! is entitled to designate subcontractors and other third parties for the provision of services. If no specific carrier ("Carrier") has been offered, loading will be carried out by a Carrier of HEED!’s choice.
6. The delivery periods or other durations stated in theoffer are based on information provided by the Carrier and are not binding.HEED! shall therefore not be liable in the event that transit times areexceeded (in particular for substitute transport e.g. air freight instead ofs ea freight). Also, no liability is accepted for any delays at the departure airport/port, at the destination airport/port or during the trip as well aschanges in departure days, routes, any ships/flights specified, ports/airports, unscheduled or additional stops or closing times for cargo. Furthermore, HEED! shall not be liable if a Carrier refuses to carry out the transport, even after HEED! has confirmed the order to the client. All transit times shall be E.T.A.= estimated time of arrival; E.T.D. = estimated time of departure; E.T.S. = estimated time of shipping.
7. Unless expressly agreed otherwise, the basis for calculating the freightrate for the client’s shipment is either the actual (effective) weight or thespace required by the shipment in the relevant means of transport (aircraft,truck, vessel) (chargeable weight or volumetric weight). In each case, whichever weight is greater shall be the chargeable weight and form the basis for calculating the freight rate. The volumetric weight determined according to the rules specified below is thus compared with the actual weight of the shipment. In each case, the freight calculation is based on the higher of both weights. If the volume weight is greater, this is used as the basis forcalculating the freight rates. If the actual weight is higher, this is thebasis for the freight calculation.
The following factors are used to calculate the chargeable weight/volumetric weight for each means of transport:
Truck: Unless otherwise stated, the volumetric weight for a trucktransport is calculated on the following basis: 1 cbm = 330.0 kg, i.e. length(m) x width (m) x height (m) = cbm x 330 kg.
Sea freight: Unless otherwise stated, the volumetric weight for a seatransport is calculated on the following basis: 1 cbm = 1,000.0 kg, i.e. length(m) x width (m) x height (m) = cbm x 1,000 kg.
Air freight: The volumetric weight is calculated according to the IATA formula for an air cargo shipment according to length (in cm) x width (in cm)x height (in cm) / 6000 = volumetric weight (in kg). This means that 1 cbm equals 167 kg.
8. Unless otherwise stated, the rates quoted do not include value added tax and are based on the shipment structure and volume data provided by the client. If value added tax is incurred, it will be shown separately on the invoice at the rate applicable on the date of invoicing.
Unless otherwise stated in the offer and unless rates have been agreed with regard to additional charges in the individual case, the costs for customs examination, waiting times, charges for storage and delays as well as demurrage/detention shall be charged based on actual expenditure. Unless otherwise agreed, the rates offered are exclusive of insurance for goods in transit. HEED! will only provide such insurance at the client’s expense at the client’s specific written request.
In particular, in the event of an extension or reduction of the client’s requirements of performance to be rendered by HEED!, changes in the shipment structure data, volume and/or time specifications, HEED! will make appropriate price adjustments in consultation with the client. Any surcharges (e.g. fuel orsecurity surcharge) imposed by Carriers or fees at seaports or airports will bepassed on to the client v.a.t.o.s. (valid at time of shipment). If, afterconclusion of the Contract, any taxes, customs duties, freight charges, fees or other costs affecting the price of the services provided by HEED! are increased or newly introduced and/or if any costs arise beyond HEED!’s reasonablecontrol, HEED! may increase the prices for such services accordingly or, asappropriate, charge such costs to the client based on actual expenditure. HEED! is entitled to charge seasonal price mark-ups where necessary.
9. The client is obliged to notify HEED! in good time of all safety-relatedand other factors and data affecting the performance of the Contract, inparticular the number, type, weight and size of the goods to be handled and anyspecial characteristics of the goods (for example, centres of gravity). In addition, the client must check all information in the documents transmitted tothem by HEED! for accuracy and notify HEED! of any incorrect informationwithout undue delay. The client must clearly and permanently identify the goods to be handled with the markings required for proper treatment.
10. Compliance with customs, tax, embargo or other statutory andofficial regulations concerning the import and export of the goods to / fromthe Federal Republic of Germany or the EU, in particular obtaining the relevantpermits, is the responsibility of the client.
If HEED! takes over the customs clearance in whole or in part afterexpress prior agreement, HEED! will only act as a vicarious agent acting as adirect representative of the client. The client remains obliged to pay in full any customs duties, taxes, levies, contributions or similar charges that may be requested. In the event that any claim is made on the client for the aforesaid amounts, the client is obliged to indemnify HEED! against this payment obligation.
11. If an event of force majeure prevents a party to the Contract from fulfillinga performance obligation, such party shall be released from the performance obligation concerned for the duration and to the extent of the effects of such force majeure; in this respect, any claims for damages and reimbursement of expenses shall also be excluded.
Force majeure is defined as an event
- which is beyond the control of the contracting party concerned, and
- which was neither reasonably foreseeable nor avoidable, and
- the effects of which cannot be overcome with reasonable effort
This generally includes, but is not limited to: a) riots, acts of warand terrorism, embargoes; b) epidemics, pandemics, outbreaks of infectious diseases and related official measures (e.g. lockdown, quarantine orders) and other impairments (e.g. staff shortages, closure of borders, areas and placesof transhipment or changes in consignee access requirements); c) strikes andlockouts; d) blockage of transport routes, overcrowding/congestion in ports, slow steaming, non-operation/closure of routes; and e) restrictions onelectronic data interchange and cyber/hacker attacks.
In the event of a force majeure event, the party concerned is obliged toinform the other party to the Contract without undue delay of the occurrence and effects of the event. If the parties to the Contract agree that the party concerned shall provide the services nevertheless, or provide such services in a modified form, the associated additional costs shall be borne by the other party to the Contract.
12. The exclusive place of jurisdiction for all legal disputes shall be Munich, Germany, if and to the extent that this does not conflict with mandatory law. The laws of the Federal Republic of Germany shall be exclusively applicable.
III. Special provisions for sea freight contracts
1. The acceptance or return of empty containers shall be carried out on the instructions of the shipping company at the expense of the client. Containers are to be returned swept clean, in the same condition as before shipping and free of odours. Any cleaning costs and/or repair costs incurred shall be borne by the client.
2. Rebooking and cancellation costs for consignments/containers already dispatched shall also be paid by the client.
3. The pre-carriage or on-carriage charges apply from/to the next empty container depot of the shipping company used. Except as otherwise agreed, anypick-up or drop-off charges are not included in the offer and will becalculated and invoiced in accordance with the actual expenditure.
4. Availability of empty containers in the inland depotas well as acceptance of empty containers in the inland depot is not guaranteed and depends on the acceptance by the shipping company used.
5. Any surcharges imposed by the shipping companies used by HEED! due to exceeding the applicable defined surcharge-free maximum values ofgoods as specified as well as the maximum container load limits shall be reimbursed by the client.
6. The client is obliged to determine the final weight of the containers (verified gross mass, VGM) and to transmit it to HEED! at the earliest possible time, however, no later than at the time noted in the HEED! booking confirmation. If the client does not comply with this obligation, the client shall also pay the cost of determining the VGM by HEED!.
IV. Special provisions for air freight contracts
1. In air freight traffic, the terms and conditions printed on the back ofthe air way bill shall prevail - if this is actually and legally possible and permissible; otherwise, the GTC shall apply.
2. Relevant regulations require security checks to be carried out on air cargo shipments in order to exclude the presence of prohibited items. The client agrees that air cargo shipments may be x-rayed as part of a required security screening.
However, if no x-ray procedure is possible for these security checks or if the x-ray procedure does not produce a sufficient result for the security check (e.g. in the case of a DARC Alert), the opening of air cargo shipments for inspection is necessary and required. Otherwise the air cargo shipment would have to be rejected. The client is aware of the above and agrees that the packaging of all air cargo shipments which HEED! handles on the client’s behalf for export from Germany may be opened for the purpose of carrying out the security check. HEED! does not have to observe any special measures or procedures with regard to opening as well as resealing or repackaging. The client will give HEED! special instructions regarding opening, resealing or repackaging separately in each individual case.
The client waives any claims for damages against HEED! which may arise as a result of the x-raying of the shipment, opening and closing of thepackaging and, if applicable, repackaging of the air cargo shipments as part ofthe required security check. This does not apply if such damage to the shipments has been caused by x-raying, opening and closing of the packaging orrepackaging due to gross negligence or intent on the part of HEED! or its vicarious agents. The client is aware that any corrosion protection may be impaired by opening.
The client is also aware that due to/when carrying out a security check, the Federal Police may take official measures which may lead to a delay intransport and that HEED! is not liable towards the client for this. The client shall reimburse HEED! for any costs incurred in connection with a security check.