ADSp

1. Definitions

1.1 Delivery (Ablieferung)

The term delivery also includes the release of goods (Auslieferung) in warehousing operations.

1.2 Principal (Auftraggeber)

The person (Rechtsperson) that concludes a Freight Forwarding Contract (Verkehrsvertrag) with the Freight Forwarder.

1.3 Goods at risk of theft (diebstahlgefährdetes Gut)
Goods exposed to an increased risk of robbery and theft, such as money, precious metals, jewellery, watches, precious stones, works of art, antiques, cheque cards, credit cards or other means of payment, securities, valuables (Valoren), documents, spirits, tobacco products, consumer electronics, telecommunications equipment, IT equipment and accessories, and chip cards.

1.4 Consignee (Empfänger)

The person to whom the goods are to be delivered under the Freight Forwarding Contract or on the basis of a valid instruction from the Principal or another person entitled to dispose of the goods.

1.5 Vehicle

A means of conveyance used to transport goods on traffic routes.

1.6 Dangerous goods

Goods which, even in the course of normal transport, storage or other activity, may pose an immediate danger to persons, vehicles and legally protected interests (Rechtsgüter) of third parties. Dangerous goods are in particular goods that fall within the scope of the relevant laws and regulations on dangerous goods and of provisions of hazardous substances law, water law or waste law.

1.7 Loading equipment (Lademittel)

Equipment for combining packages and forming loading units, e.g. pallets, containers, swap bodies, receptacles.

1.8 Place of loading/place of unloading

The postal address, unless the parties have agreed on a more precise designation of the location.

1.9 Performance time (Leistungszeit)

The time (date, time of day) at which a particular service is to be performed, e.g. a time window or a point in time.

1.10 Packages (Packstücke)

Individual items or units formed by the Principal for the handling of the order, with or without loading equipment, which the Freight Forwarder must treat as a whole (Frachtstücke within the meaning of §§ 409, 431, 504 HGB – German Commercial Code).

1.11 Damage case (Schadenfall) / damage event (Schadenereignis)

A damage case exists where an injured party, on the basis of an external occurrence, asserts a claim arising from a Freight Forwarding Contract or a claim in place of a claim under a Freight Forwarding Contract; a damage event exists where, on the basis of an external occurrence, several injured parties assert claims arising from several Freight Forwarding Contracts.

1.12 Interface (Schnittstelle)

After the goods have been taken over and before they are delivered by the Freight Forwarder, any handover of the goods from one person to another, any transhipment from one vehicle to another, and any (interim) storage.

1.13 Freight Forwarder (Spediteur)

The person that concludes a Freight Forwarding Contract with the Principal. Freight forwarders (Spediteure) within this meaning are in particular carriers (Frachtführer) within the meaning of § 407 HGB, freight forwarders within the meaning of § 453 HGB, warehouse keepers (Lagerhalter) within the meaning of § 467 HGB and sea carriers (Verfrachter) within the meaning of §§ 481, 527 HGB.

1.14 Freight Forwarding Contracts (Verkehrsverträge)

Contracts of the Freight Forwarder covering all types of activities, irrespective of whether they relate to freight forwarding, carriage, carriage by sea, warehousing or other business customarily belonging to the freight forwarding trade (e.g. customs clearance, shipment tracking, handling). These also include logistics services customary in freight forwarding where these are connected with the transport or storage of goods, in particular activities such as forming loading units, order picking, labelling and weighing goods, and handling returns. Contracts for the provision of manned motor vehicles for use according to the instructions of the Principal (Lohnfuhrverträge) are also deemed to be contracts of carriage.

1.15 Shipper (Verlader)

The person that hands over the goods for transport under the Freight Forwarding Contract or on the basis of a valid instruction.

1.16 Essential contractual obligations (vertragswesentliche Pflichten)

Obligations whose fulfilment makes the proper performance of the Freight Forwarding Contract (Section 1.14) possible in the first place and on whose fulfilment the contracting partner may regularly rely.

1.17 Valuable goods (wertvolles Gut)

Goods with an actual value at the place and time of taking over of at least 100 euros/kg.

1.18 Time window (Zeitfenster)

Agreed performance period for the arrival of the Freight Forwarder at the place of loading or the place of unloading.

1.19 Point in time (Zeitpunkt)

Agreed performance time for the arrival of the Freight Forwarder at the place of loading or the place of unloading.

2. Scope of application

2.1

The ADSp apply to all Freight Forwarding Contracts of the Freight Forwarder as contractor.

2.2

Statutory provisions that may not be derogated from by means of pre-formulated contractual terms take precedence over the ADSp.

2.3

The ADSp do not apply to transactions whose sole subject matter is

2.3.1

packaging work,

2.3.2

the transport and storage of goods to be towed or salvaged,

2.3.3

the transport and storage of removal goods within the meaning of § 451 HGB,

2.3.4

the storage and digitisation of files; files are all types of physical and digitised business papers, documents, data carriers and similar items serving the collection of information,

2.3.5

heavy or oversized transports whose performance requires a transport permit or special permit under traffic law, crane services and related assembly work.

2.4

The ADSp do not apply to Freight Forwarding Contracts with consumers within the meaning of § 13 BGB (German Civil Code).

3. Obligations of the Principal when placing the order; information obligations, special types of goods

3.1

The Principal shall inform the Freight Forwarder in good time of all material factors known to it that affect the performance of the order. These include

3.1.1

addresses, nature and condition of the goods, the gross weight (including packaging and loading equipment provided by the Principal) or the quantity otherwise stated, marks, numbers, number and type of packages, special characteristics of the goods (such as live animals, plants, perishability), the value of the goods (e.g. for customs purposes or for insurance of the goods in accordance with Section 21), and delivery periods,

3.1.2
all obligations under public law, e.g. under customs law, foreign trade law (in particular embargoes relating to goods, persons or countries) and security law,

3.1.3

in the case of carriage by sea, all data required under maritime safety regulations (e.g. SOLAS) in the prescribed form,

3.1.4

industrial property rights of third parties, e.g. trademark and licensing restrictions associated with the possession of the goods, as well as statutory or official obstacles preventing the handling of the order,

3.1.5

special technical requirements for the means of transport and special load securing equipment that the Freight Forwarder is to provide.

3.2

In the case of dangerous goods, the Principal shall notify the Freight Forwarder in good time and in text form of the quantity, the exact nature of the danger and – where necessary – the precautionary measures to be taken. If the goods are dangerous goods within the meaning of the German Act on the Transport of Dangerous Goods (Gesetz über die Beförderung gefährlicher Güter) or other goods for whose transport or storage special dangerous goods or waste regulations exist, the Principal shall provide the information required for the proper performance of the order, in particular the classification under the applicable dangerous goods law, and shall hand over the necessary documents at the latest when handing over the goods.

3.3

In the case of valuable goods or goods at risk of theft, the Principal shall inform the Freight Forwarder in the order, in text form, of the nature and value of the goods and the existing risk, so that the Freight Forwarder can decide whether to accept the order or take appropriate measures for the safe and damage-free handling of the order. If it accepts this order, the Freight Forwarder is obliged to take suitable security measures to protect the goods.

3.4

The Principal shall make available to the Freight Forwarder all documents (Urkunden) and other papers and provide all information (e.g. tariff classification) that are necessary in particular for the proper customs or other legally prescribed treatment of the goods – this also includes security checks, e.g. for air freight consignments.

4. Rights and obligations of the Freight Forwarder

4.1

The Freight Forwarder shall safeguard the interests of the Principal. It shall check the order placed with it for obvious defects and notify the Principal without undue delay (unverzüglich) of all circumstances known to it that pose a risk to the performance of the order. If necessary, it shall obtain instructions.

4.2

The Freight Forwarder shall ensure that the vehicles and load securing equipment used by it for the handling of the transport and, where the provision of loading equipment has been agreed, such loading equipment are in technically perfect condition and comply with the statutory provisions and with the requirements for the goods set out in the Freight Forwarding Contract. Vehicles and loading equipment shall be fitted with the customary devices, equipment or procedures for protecting the goods against hazards, in particular load securing equipment. Vehicles should be low-emission, low-noise and energy-efficient.

4.3

The Freight Forwarder shall deploy driving personnel who are reliable, professionally trained in accordance with the activity, suitable and properly employed and, where required, hold a driver attestation (Fahrerbescheinigung).

4.4

On third-party business premises, the Freight Forwarder shall comply with the house rules, operating rules or construction site rules applicable there and made known to it. § 419 HGB remains unaffected.

4.5

The Freight Forwarder is entitled to make customs clearance conditional on being granted a written power of attorney that enables it to act as direct representative.

4.6

If the Freight Forwarder is instructed with the cross-border transport of the goods or with import or export clearance, this order includes, in case of doubt, the customs or other legally prescribed treatment of the goods if the cross-border transport to the place of destination cannot be carried out without it. In doing so, it may

4.6.1

open packaging if this is necessary for the purpose of carrying out a legally prescribed inspection (e.g. Freight Forwarder as regulated agent), and subsequently take all measures necessary for the handling of the order, e.g. repack the goods,

4.6.2

advance the duties assessed by the customs authorities.

4.7

In the event of damage to goods or damage caused by delay, the Freight Forwarder shall, at the request of the Principal or the Consignee, provide the latter without undue delay with all information known to it that is necessary to secure claims for damages.

4.8

Unless expressly agreed, the order placed with the Freight Forwarder does not include

4.8.1

the provision and exchange of pallets or other loading equipment,

4.8.2

the loading and unloading of the goods, unless the circumstances or common practice indicate otherwise,

4.8.3

a prohibition on transhipment (§ 486 HGB does not apply),

4.8.4

the provision of a shipment tracking system, unless this is customary in the industry, without prejudice to Section 14,

4.8.5

returns, diversions and concealed additional loads (verdeckte Beiladungen). If, in deviation from the order, the Principal hands over one or more additional packages for transport and the Freight Forwarder accepts such package(s) for transport, the Freight Forwarder and the Principal conclude a new Freight Forwarding Contract regarding these goods. In the case of returns or concealed additional loads, the provisions of the original Freight Forwarding Contract apply unless otherwise agreed. Section 5.2 remains unaffected.

4.9

Further performance and information obligations, e.g. regarding quality management measures and compliance with them (audits) as well as monitoring and evaluation systems and key performance indicators, require express agreement.

5. Contact person, electronic communication and documents

5.1

At the request of a contracting party, each contracting party shall designate one or more contact persons for receiving information, declarations and enquiries relating to the performance of the contract and shall notify the other party of their names and contact addresses. This information must be updated in the event of changes. If a party does not designate a contact person, the person who concluded the Freight Forwarding Contract on behalf of that party is deemed to be the contact person. Information obligations beyond those provided by law, e.g. regarding measures taken by the Freight Forwarder in the event of disruptions, in particular an impending delay in taking over or delivery, obstacles to transport or delivery, damage to the goods or other disruptions (emergency concept), require express agreement.

5.2

Unless expressly agreed, contractual declarations made by warehouse and driving personnel require the approval of the respective contracting party in order to be effective.

5.3

The Principal shall ensure that the shipper or consignee, on behalf of the Principal, makes the declarations required at the place of loading or unloading for the performance of the Freight Forwarding Contract and carries out the actual acts, such as handing over or taking over the goods.

5.4

If agreed between the Principal and the Freight Forwarder, the parties will transmit and receive shipment data, including invoicing, by EDI (Electronic Data Interchange)/DFÜ (Datenfernübertragung – remote data transmission). The transmitting party bears the risk of loss, completeness and accuracy of the transmitted data.

5.5

In the event of an agreement under Section 5.4, the parties shall ensure that their own IT system is operational and that the customary security and control measures are carried out in order to protect the electronic data exchange against access by third parties and to prevent the alteration, loss or destruction of electronically transmitted data. Each party is obliged to notify the other party in good time of changes to its IT system that may affect the electronic data exchange.

5.6

Documents created electronically or digitally, in particular proofs of delivery, are equivalent to written documents. In addition, each party is entitled to archive written documents only electronically or digitally and to destroy the originals in compliance with the statutory provisions.

6. Packaging and marking obligations of the Principal

6.1

The goods shall be packed by the Principal and, where necessary, provided with clearly and durably affixed marks for their handling in accordance with the order. Old marks must be removed or made illegible. The same applies to packages.

6.2

In addition, the Principal is obliged

6.2.1

to mark packages belonging to o n e consignment as belonging together in a recognisable manner,

6.2.2

to prepare packages – where necessary – in such a way that access to the contents is not possible without leaving externally visible traces.

7. Load securing and inspection obligations of the Freight Forwarder

7.1

If loading or unloading takes place at more than one place of loading or unloading, the Freight Forwarder shall, after completion of the loading of goods in a manner safe for transport (beförderungssichere Verladung), ensure load securing continuously up to the last place of unloading.

7.2

The Freight Forwarder is obliged to carry out checks at every interface. It shall check the goods for completeness and identity as well as for externally visible damage and the integrity of labels, seals and closures, and shall document any irregularities.

8. Receipt

8.1

The Freight Forwarder shall acknowledge the taking over of the goods by a receipt – with reservation, if appropriate. In case of doubt, by the receipt for taking over the Freight Forwarder only confirms the number and type of packages, but not their contents, value, weight or quantity otherwise stated.

8.2

In the case of pre-loaded or closed loading units such as containers or swap bodies and data transmitted in advance by the Principal, the accuracy of a receipt for taking over regarding the number and type of the packages loaded is deemed to be rebutted if the Freight Forwarder notifies the Principal without undue delay of (quantity) discrepancies and damage after it has unloaded the loading unit.

8.3

As proof of delivery, the Freight Forwarder shall request from the Consignee a delivery receipt for the packages named in the order or in other accompanying documents. If the Consignee refuses to issue the delivery receipt, the Freight Forwarder shall obtain instructions. The Principal may request the handover of the delivery receipt within one year after delivery of the goods.

8.4

All signed documents evidencing the performance of the order, such as delivery notes, forwarder's certificates of receipt, consignment notes and sea waybills, loading certificates (Ladescheine) or bills of lading, serve as receipts for taking over or for delivery.

8.5

The receipt for taking over or for delivery may also be created electronically or digitally, unless the Principal requests the issue of a consignment note or sea waybill, loading certificate or bill of lading.

9. Instructions

The Freight Forwarder is obliged to follow every instruction regarding the goods given to it after conclusion of the contract, unless the execution of the instruction threatens to cause disadvantages to the operation of its business or damage to the principals or consignees of other consignments. If the Freight Forwarder intends not to follow an instruction given to it, it shall notify the person who gave the instruction without undue delay.

10. Freight collect, cash on delivery

Notification by the Principal that the order is to be handled carriage forward (unfrei) or is to be carried out for the account of the Consignee or a third party, e.g. in accordance with the Incoterms, does not affect the Principal's obligation towards the Freight Forwarder to bear the remuneration and the other expenses (freight charges, customs duties and other levies). Cash on delivery instructions (Nachnahmeweisungen), e.g. under § 422 HGB, Art. 21 CMR, remain unaffected.

11. Non-compliance with loading and unloading times, demurrage

11.1

If the Principal has to load or unload the goods, it is obliged to comply with the agreed loading or unloading time or, failing agreement, with a reasonable loading or unloading time.

11.2

If, in road haulage, a point in time or a time window for the provision of a vehicle is agreed or is notified by the Freight Forwarder without the Principal, shipper or consignee objecting, the loading or unloading time for full loads (but not for bulk goods that can be poured) shall, irrespective of the number of consignments per place of loading or unloading, for vehicles with a permissible total weight of 40 tonnes, be a flat-rate maximum of 2 hours each for loading and for unloading. For vehicles with a lower total weight, these times are reduced to a reasonable extent depending on the individual case.

11.3

The loading or unloading time begins with the arrival of the road vehicle at the place of loading or unloading (e.g. registration at the gatehouse) and ends when the Principal or Consignee has fully complied with its obligations. If a specific performance time has been agreed for the provision of the road vehicle at the place of loading or unloading, the loading or unloading time does not begin before the time agreed for the provision.

11.4

If the loading or unloading time is exceeded on the basis of a contractual agreement or for reasons not attributable to the Freight Forwarder's sphere of risk, the Principal shall pay the Freight Forwarder the agreed or, failing agreement, a reasonable demurrage (Standgeld) as remuneration.

11.5

The above provisions apply accordingly if the Freight Forwarder is obliged to load or unload the goods and the Principal is solely obliged to make the goods available for loading or to receive them after unloading.

12. Performance obstacles, force majeure

12.1

If the Freight Forwarder cannot take over the goods, or cannot do so in time, it shall notify the Principal or shipper without undue delay and obtain appropriate instructions. § 419 HGB applies accordingly. The Principal remains entitled to terminate the Freight Forwarding Contract without the Freight Forwarder being entitled to assert claims under § 415(2) HGB.

12.2

Performance obstacles that are not attributable to the sphere of risk of either contracting party release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. Such performance obstacles are deemed to include force majeure, civil unrest, acts of war or terrorism, strikes and lockouts, blockades of transport routes and other unforeseeable, unavoidable and serious events. In the event of a performance obstacle, each contracting party is obliged to inform the other party without undue delay; the Freight Forwarder is furthermore obliged to obtain instructions from the Principal.

13. Delivery

13.1

If, after arrival at the place of unloading, it becomes apparent that unloading cannot be carried out within the unloading time, the Freight Forwarder shall notify the Principal without undue delay and obtain appropriate instructions. § 419 HGB applies.

13.2

If the Freight Forwarder cannot meet the agreed performance time or – failing agreement – a reasonable time for the delivery of the goods, it shall obtain instructions from its Principal or from the Consignee.

13.3

If the Consignee is not found at its residence, at its business premises or at a communal facility in which the Consignee lives, the goods may, unless there are obvious doubts as to the recipient's entitlement to receive them, be delivered

13.3.1

at the residence, to an adult family member, a person employed by the family or an adult permanent co-resident,

13.3.2

at business premises, to a person employed there,

13.3.3

at communal facilities, to the head of the facility or a representative authorised for this purpose.

13.4

If the Freight Forwarder has agreed with the Principal or the Consignee that delivery is to take place without physical handover to the Consignee (e.g. night delivery, garage delivery or delivery to the production line), delivery takes place when the goods are actually made available at the agreed location.

13.5

Delivery may only take place under the supervision of the Principal, the Consignee or a third party entitled to receive the goods. Sections 13.3 and 13.4 remain unaffected.

14. Obligation of the Freight Forwarder to provide information and to surrender

14.1

The Freight Forwarder is obliged to provide the Principal with the necessary information, to inform it upon request of the status of the business and to render account after its execution; however, it is only obliged to disclose its costs if it acts for the account of the Principal.

14.2

The Freight Forwarder is obliged to surrender to the Principal everything it receives for the execution of the business and everything it obtains from conducting the business.

15. Storage

15.1

The Principal shall, where necessary, pack and mark the goods, make documents available and provide all information that the Freight Forwarder needs for proper storage.

15.2

Storage takes place, at the Freight Forwarder's choice, in its own storage facilities or, unless contractually excluded, in third-party storage facilities. If the Freight Forwarder stores goods with a third-party warehouse keeper, it shall notify the Principal in writing without undue delay of the warehouse keeper's name and the place of storage or, if a warehouse receipt (Lagerschein) has been issued, note these on it.

15.3

The Freight Forwarder shall ensure the proper maintenance and upkeep of warehouses and other storage areas and of the access roads on the operating premises, as well as the security of the goods, in particular against theft. Further security measures, e.g. going beyond the statutory fire protection regulations, require express agreement.

15.4

Unless otherwise agreed,

15.4.1

the taking over of the goods for storage begins with the start of the unloading of the vehicle by the Freight Forwarder, and the release of the goods ends with the completion of loading by the Freight Forwarder,

15.4.2

inventory records are kept by means of the Freight Forwarder's warehouse management system,

15.4.3

one physical stocktaking is carried out per year. On the instructions of the Principal, the Freight Forwarder carries out further physical stocktakings against reimbursement of expenses.

15.5

Upon taking over the goods, the Freight Forwarder undertakes, if appropriate means of inspection are available to it, to carry out an incoming goods inspection with regard to the type, quantity and condition of the goods, marks, numbers, number of packages and externally visible damage in accordance with § 438 HGB.

15.6

In order to secure the goods, regular checks shall be carried out by suitable personnel of the Freight Forwarder.

15.7

In the event of shortages and of changes to the goods that are to be feared, the Freight Forwarder shall inform the Principal without undue delay and obtain instructions. § 471(2) HGB remains unaffected.

15.8

Further performance and information obligations require express agreement.

16. Remuneration

The agreed remuneration, which includes the costs of transport and storage, covers all services to be provided under the Freight Forwarding Contract. Additional claims for costs that arise in the regular course of transport or warehousing and were foreseeable at the time the offer was submitted cannot be asserted separately unless otherwise agreed. Calculation errors are borne by the party making the calculation. §§ 412, 418, 419, 491, 492 588 to 595 HGB and comparable provisions of international conventions remain unaffected.

17. Claims for reimbursement of expenses and for indemnification

17.1

The Freight Forwarder is entitled to reimbursement of the expenses that it was entitled to consider necessary under the circumstances and for which it is not responsible, in particular contributions to general average proceedings, detention or demurrage costs, and repacking to protect the goods.

17.2

If the Principal instructs the Freight Forwarder to receive goods and, upon delivery to the Freight Forwarder, freight charges, cash-on-delivery amounts (Wertnachnahmen), customs duties, taxes or other levies or charges are demanded, the Freight Forwarder is entitled but not obliged to advance these – insofar as it was entitled to consider this necessary under the circumstances – and to demand reimbursement from the Principal, unless otherwise agreed.

17.3

The Principal shall, upon request, release the Freight Forwarder from expenses such as freight claims, contributions to general average proceedings, customs duties, taxes and other levies that are claimed against the Freight Forwarder, in particular as the party entitled to dispose of the goods or as possessor of third-party goods, if the Freight Forwarder is not responsible for them.

18. Invoices, foreign currencies

18.1

Remuneration claims of the Freight Forwarder require receipt of an invoice or payment statement that meets the statutory requirements. Unless otherwise agreed, where delivery is undisputed, the claim becoming due does not require the presentation of a proof of delivery.

18.2

The Freight Forwarder is entitled to demand payment from foreign principals or consignees, at its option, in their national currency or in euros.

18.3

If the Freight Forwarder owes foreign currency or advances foreign currency, it is entitled to demand payment either in the foreign currency or in euros. If it demands payment in euros, conversion takes place at the officially fixed exchange rate on the day of payment by the Freight Forwarder, which the Freight Forwarder must prove.

18.4

Settlement of payments by the credit note procedure (Gutschriftenverfahren) must be expressly agreed. In case of doubt, the Principal shall issue credit notes immediately after the services have been performed. Section 18.1 sentence 1 does not apply to the credit note procedure.

19. Set-off, retention

Set-off or retention against claims arising from the Freight Forwarding Contract and related non-contractual claims is only permissible if the counterclaim is due, undisputed, ready for decision or has been established by final and binding judgment.

20. Lien and right of retention

20.1

To secure its claims arising from services under Freight Forwarding Contracts, the Freight Forwarder may invoke the statutory liens and rights of retention to which it is entitled.

20.2

The realisation of the lien takes place in accordance with the statutory provisions, subject to the proviso that

20.2.1

when the statutory lien of the carrier or sea carrier is exercised, the threat of sale of the pledged goods and the necessary notifications are to be addressed to the Consignee,

20.2.2

the period of one month specified in § 1234 BGB is replaced by a period of one week.

20.3

The Principal is entitled to prohibit the exercise of the lien if it grants the Freight Forwarder a means of security that is equivalent with regard to its claims (e.g. an absolute bank guarantee – selbstschuldnerische Bankbürgschaft).

21. Insurance of the goods

21.1

The Freight Forwarder shall arrange insurance of the goods (e.g. transport or warehouse insurance) with an insurer of its choice if the Principal instructs it to do so before the goods are handed over.

21.2

The Freight Forwarder shall arrange insurance of the goods if this is in the interest of the Principal. The Freight Forwarder may presume this in particular if

21.2.1

the Freight Forwarder arranged insurance under a previous Freight Forwarding Contract within the scope of a business relationship that is still ongoing,

21.2.2

the Principal has stated a “value of goods for insurance of the goods” in the order.

21.3

The presumption of an interest in taking out insurance pursuant to Section 21.2 does not exist in particular if

21.3.1

the Principal prohibits taking out cover,

21.3.2

the Principal is a freight forwarder, carrier or warehouse keeper.

21.4

When arranging insurance, the Freight Forwarder shall follow the instructions of the Principal, in particular regarding the sum insured and the risks to be covered. If it receives no instruction, the Freight Forwarder shall decide on the type and scope of the insurance at its dutiful discretion and take it out on terms customary in the market.

21.5

If the Freight Forwarder cannot obtain insurance cover owing to the nature of the goods to be insured or for another reason, the Freight Forwarder shall notify the Principal without undue delay.

21.6

If, after conclusion of the contract, the Freight Forwarder arranges insurance on the instructions of the Principal, or undertakes the collection of an indemnity amount or other activities in the settlement of insurance claims and average cases (Havareien), it is entitled, even without agreement, to remuneration customary at the place or, failing that, reasonable remuneration in addition to reimbursement of its outlays.

22. Liability of the Freight Forwarder, assignment of claims for compensation

22.1

The Freight Forwarder is liable for damage in accordance with the statutory provisions. However, the following provisions apply unless mandatory legal provisions or legal provisions that cannot be derogated from by general terms and conditions (AGB-feste Rechtsvorschriften) provide otherwise.

22.2

In all cases in which the Freight Forwarder is liable on a fault basis under Sections 23.3 and 24 for loss of or damage to the goods (damage to goods – Güterschäden), it shall, instead of damages, provide compensation for value and costs in accordance with §§ 429, 430, 432 HGB.

22.3

In the event of inventory discrepancies, where there are simultaneous shortages and surpluses of the same Principal, the Freight Forwarder may, in the cases covered by Section 24, offset the inventory by value in order to determine the compensation for value.

22.4

If the Freight Forwarder has claims against a third party arising from a damage case for which it is not liable, or if the Freight Forwarder has claims for compensation against a third party that exceed its own liability, it shall assign these claims to the Principal at the Principal's request, unless the Freight Forwarder, by special agreement, undertakes to pursue the claims for the account and at the risk of the Principal. §§ 437, 509 HGB remain unaffected.

23. Limitations of liability

23.1

The liability of the Freight Forwarder for damage to goods in its custody pursuant to § 431(1), (2) and (4) HGB is, with the exception of damage arising from carriage by sea and from ordered storage (verfügte Lagerung), limited in amount as follows:

23.1.1

to 8.33 Special Drawing Rights per kilogram if the Freight Forwarder is
- a carrier within the meaning of § 407 HGB,
- a freight forwarder exercising the right of self-entry (Spediteur im Selbsteintritt), a fixed-cost forwarder (Fixkostenspediteur)
- or a consolidation forwarder (Sammelladungsspediteur) within the meaning of §§ 458 to 460 HGB
or
- a forwarder having custody of the goods (Obhutsspediteur) within the meaning of § 461(1) HGB;

23.1.2

to 2 instead of 8.33 Special Drawing Rights per kilogram if the Principal has concluded a Freight Forwarding Contract with the Freight Forwarder for transport by different means of transport including carriage by sea and the place where the damage occurred is unknown. If the place where the damage occurred is known, liability is determined in accordance with § 452a HGB, taking into account the exclusions and limitations of liability of the ADSp.

23.1.3

If the liability of the Freight Forwarder under Section 23.1.1. exceeds an amount of EUR 1.25 million per damage case, its liability is furthermore limited, for each damage case, to a maximum of EUR 1.25 million or 2 Special Drawing Rights per kilogram, whichever amount is higher.

23.2

The liability of the Freight Forwarder for damage to goods in its custody is limited, in the case of a Freight Forwarding Contract for carriage by sea and in the case of cross-border transport, to the maximum liability amount laid down by law for such transport. Section 25 remains unaffected.

23.3

In the cases not covered by Sections 23.1 and 23.2 (such as § 461(2) HGB, §§ 280 et seq. BGB), the liability of the Freight Forwarder for damage to goods is limited in amount, in accordance with § 431(1), (2) and (4) HGB,

23.3.1

in the case of a Freight Forwarding Contract for carriage by sea or for transport by different means of transport including carriage by sea, to 2 Special Drawing Rights per kilogram,

23.3.2

in the case of all other Freight Forwarding Contracts, to 8.33 Special Drawing Rights per kilogram.

23.3.3

In addition, the liability of the Freight Forwarder is limited, for each damage case, to a maximum of EUR 1.25 million.

23.4

The liability of the Freight Forwarder for damage other than damage to goods, with the exception of damage in the case of ordered storage, personal injury and property damage to third-party goods, is limited in amount to three times the amount that would be payable for loss of the goods under Section 23.3.1 or 23.3.2 respectively. In addition, the liability of the Freight Forwarder is limited, for each damage case, to a maximum of EUR 125,000.

23.4.1

§§ 413(2), 418(6), 422(3), 431(3), 433, 445(3), 446(2), 487(2), 491(5), 520(2), 521(4), 523 HGB as well as corresponding liability provisions in international conventions that may not be derogated from by means of pre-formulated contractual terms remain unaffected.

23.4.2

Section 23.4 does not apply to statutory provisions such as Art. 25 MÜ (Montreal Convention), Art. 5 CIM or Art. 20 CMNI that extend the liability of the Freight Forwarder or permit it to be extended.

23.5

If the liability of the Freight Forwarder under Sections 23.1, 23.3 and 23.4 exceeds an amount of EUR 2.5 million per damage event, its liability is furthermore limited, irrespective of how many claims are made arising from one damage event, to a maximum of EUR 2.5 million per damage event or 2 Special Drawing Rights per kilogram of the lost and damaged goods, whichever amount is higher; where there are several injured parties, the Freight Forwarder is liable pro rata in proportion to their claims.

24. Limitations of liability in the case of ordered storage, stocktaking and declaration of value

24.1

The liability of the Freight Forwarder for damage to goods in the case of ordered storage is limited in amount

24.1.1

in accordance with § 431(1), (2) and (4) HGB to 8.33 Special Drawing Rights per kilogram,

24.1.2

to a maximum of EUR 35,000 per damage case.

24.1.3

If the damage suffered by a Principal consists of a difference between the target and the actual inventory, the liability of the Freight Forwarder is, by way of derogation from Section 24.1.2, limited in amount to EUR 70,000 per year, irrespective of the number and form of the stocktakings carried out and of the number of damage cases causing the inventory difference.

24.2

Before storage, the Principal may, against payment of a surcharge to be agreed, declare in text form a value for increasing liability that exceeds the maximum amounts specified in Section 24.1. In this case, the respective declared value replaces the relevant maximum amount.

24.3

The liability of the Freight Forwarder for damage other than damage to goods, with the exception of personal injury and property damage to third-party goods, is limited to EUR 35,000 per damage case in the case of ordered storage.

24.4

The liability of the Freight Forwarder – with the exception of personal injury and property damage to third-party goods – is in any event, irrespective of how many claims are made arising from one damage event, limited to EUR 2.5 million per damage event in the case of ordered storage; where there are several injured parties, the Freight Forwarder is liable pro rata in proportion to their claims. Section 24.2 remains unaffected.

25. Exclusion of liability for carriage by sea and by inland waterway

25.1

Pursuant to § 512(2) no. 1 HGB, it is agreed that the Freight Forwarder, in its capacity as sea carrier (Verfrachter), is not responsible for any fault of its servants and of the ship's crew if the damage was caused by conduct in the navigation or other operation of the ship, but not in carrying out measures taken predominantly in the interest of the cargo, or by fire or explosion on board a ship.

25.2

Pursuant to Art. 25(2) CMNI, it is agreed that the Freight Forwarder, in its capacity as carrier or actual carrier, is not liable for damage

25.2.1

caused by an act or omission of the master of the vessel, the pilot or other persons in the service of the vessel or of a pusher or tug during nautical navigation or during the formation or dissolution of a pushed or towed convoy, provided that the Freight Forwarder has fulfilled its obligations under Art. 3(3) CMNI with regard to the crew, unless the act or omission is committed with the intent to cause the damage, or recklessly and with the knowledge that such damage would probably result,

25.2.2

caused by fire or explosion on board the vessel, without it being proven that the fire or explosion was caused by fault of the Freight Forwarder, the actual carrier or their servants or agents, or by a defect of the vessel,

25.2.3

attributable to defects of its own vessel or of a hired or chartered vessel that existed before the beginning of the voyage, if it proves that the defects could not have been discovered before the beginning of the voyage despite the exercise of due diligence.

25.3

Section 22.4 remains unaffected.

26. Non-contractual claims

The above exclusions and limitations of liability also apply to non-contractual claims in accordance with §§ 434, 436 HGB. Section 23.4.1 applies accordingly.

27. Qualified fault

27.1

The exclusions and limitations of liability set out in Sections 22.2, 22.3, 23.3 and 23.4 in conjunction with 23.5, 24 and 26 do not apply if the damage was caused

27.1.1

by intent or gross negligence of the Freight Forwarder or its vicarious agents (Erfüllungsgehilfen) or

27.1.2

by breach of essential contractual obligations, in which latter case claims for compensation are limited to the foreseeable, typical damage.

27.2

By way of derogation from Section 27.1.2, the limitations of liability in Sections 24.1 and 24.2 only cease to apply in the event of a grossly negligent or intentional breach of essential contractual obligations.

27.3

§§ 435, 507 HGB remain unaffected within their respective scope of application.

27.4

Section 27.1 does not apply to statutory provisions such as Art. 25 MÜ, Art. 36 CIM or Art. 20, 21 CMNI that extend the liability of the Freight Forwarder or permit it to be extended, or that extend the attribution of fault of servants or other third parties.

28. Liability insurance of the Freight Forwarder

28.1

The Freight Forwarder is obliged to take out and maintain, with an insurer of its choice, liability insurance on terms customary in the market that covers its liability under Freight Forwarding Contracts pursuant to the ADSp and pursuant to the law at least to the extent of the standard liability amounts (Regelhaftungssummen). The agreement of a maximum indemnity per damage case, damage event and year is permissible; likewise the agreement of a reasonable deductible to be borne by the Freight Forwarder.

28.2

Upon request, the Freight Forwarder shall prove to the Principal the existence of valid liability insurance cover by presenting an insurance confirmation. If it does not provide this proof within a reasonable period, the Principal may terminate the Freight Forwarding Contract for cause (außerordentliche Kündigung).

28.3

The Freight Forwarder may only invoke the liability provisions of the ADSp vis-à-vis the Principal if it maintains sufficient insurance cover at the time the order is placed.

29. Liability of the Principal

29.1

The liability of the Principal under §§ 414, 455, 468 and 488 HGB is limited to EUR 200,000 per damage event.

29.2

The above limitation of liability does not apply in the case of personal injury, i.e. injury to life, body or health, or if the damage was caused by intent or gross negligence of the Principal or its vicarious agents or by breach of essential contractual obligations, in which latter case claims for compensation are limited to the foreseeable, typical damage.

30. Applicable law, place of performance, place of jurisdiction

30.1

The legal relationship between the Freight Forwarder and the Principal is governed by German law.

30.2

The place of performance for all parties involved is the location of the branch of the Freight Forwarder to which the order or enquiry is addressed.

30.3

The place of jurisdiction for all legal disputes arising from the Freight Forwarding Contract, its initiation or in connection therewith is, for all parties involved insofar as they are merchants (Kaufleute), either the location of the branch of the Principal or the location of the branch of the Freight Forwarder to which the order or enquiry is addressed. The above jurisdiction agreement applies in the case of Art. 31 CMR and 46 § 1 CIM as an additional jurisdiction agreement, but not in the case of Art. 39 CMR, 33 MÜ, 28 WA.

31. Confidentiality

The parties are obliged to treat as confidential all information that is not publicly accessible and that becomes known to them in the performance of the Freight Forwarding Contract. The information may be used exclusively for the purpose of providing the services. The parties shall impose this confidentiality obligation on other persons whom they use in fulfilling their obligations under the Freight Forwarding Contract.

32. Compliance

32.1

The Freight Forwarder undertakes to comply with minimum wage regulations and regulations on minimum conditions in the workplace and shall confirm this in text form at the request of the Principal. The Freight Forwarder shall indemnify the Principal against its liability for the minimum wage if the Freight Forwarder or a subcontractor or hirer (Entleiher) deployed within the scope of the Freight Forwarding Contract with the Principal does not pay employees the statutory minimum wage and a claim is made against the Principal.

32.2

In the case of transport, the Freight Forwarder shall ensure that it or the undertaking performing the transport

32.2.1

within the scope of the GüKG (German Road Haulage Act), holds a licence under § 3 GüKG or an authorisation under § 6 GüKG or a Community licence, or does not use such a licence, authorisation or Community licence improperly,

32.2.2

within the scope of the GüKG, deploys driving personnel for the transport who meet the requirements of § 7b(1) sentence 1 GüKG,

32.2.3

upon request, presents all documents required by law to be carried during transport, insofar as the Principal or third parties have to comply with statutory control obligations.

32.3

The Freight Forwarder or the undertaking performing the transport is obliged to organise the activities of its driving personnel in such a way that the prescribed working, driving and rest times can be complied with. There is a general ban on alcohol and drugs when driving the vehicle.

32.4

Both parties undertake to comply with the statutory provisions applicable to their business. They support and respect the principles of the “Global Compact” (“UNGC”), the Universal Declaration of Human Rights of the United Nations and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work of 1998 (“Declaration on Fundamental Principles and Rights at Work”) in accordance with national laws and customs. In particular, both parties will, in their businesses,

32.4.1

not employ children or use forced labour,

32.4.2

comply with the respective national laws and regulations on working hours, wages and salaries and other employer obligations,

32.4.3

comply with the applicable occupational health and safety provisions and provide a safe and health-promoting working environment in order to maintain the health of employees and to prevent accidents, injuries and work-related illnesses,

32.4.4

refrain from any discrimination on the grounds of race, religion, disability, age, sexual orientation or gender,

32.4.5

observe the international anti-corruption standards as laid down in the UNGC and in local anti-corruption and anti-bribery laws,

32.4.6

comply with all applicable environmental laws and regulations,

32.4.7

urge their business partners and subcontractors to also base their actions on the aforementioned principles.