General Terms and Conditions of Contract

1. Freight Forwarder's Intervention

The Freight Forwarder undertakes to contract the transportation and other necessary services for the execution of the transport between the points indicated on the Order Sheet. When acting on behalf of and in the name of their client, they shall be considered a commission agent.

The Freight Forwarder shall only assume the condition of carrier when agreed upon with the principal, provided that the contract is formalized in a document where the Freight Forwarder is named as the carrier.

2. The Freight Forwarder as a Commission Agent

2.1. Commission Contract

The Freight Forwarder acts and contracts the transportation and other complementary services on behalf and for the account of the principal of the transportation, their principal.

2.2. Rules applicable to the commission contract

The rules contained in the Commercial Code on commercial commission shall apply to the contract between the principal of the transportation and the Freight Forwarder.

2.3. Freight Forwarder's responsibility under the commission contract

The goods travel at the principal's risk and expense.
The Freight Forwarder is responsible for the appropriate and suitable choice of carrier for the transportation in question but does not assume the obligation of the transportation's outcome.
The invoicing of freight and other expenses does not change the contract's classification as a commission.
If the principal wishes the goods to travel insured or under a declared value regime, they must instruct the Freight Forwarder and bear its cost.

3. The Freight Forwarder as Carrier

3.1. Transportation Contract

The Freight Forwarder is responsible for executing the transportation contract between the points indicated on the Order Sheet, from the moment of taking possession of the goods until the moment of delivery at the destination by themselves or through a subcontractor.

3.2. Rules applicable to the transportation contract

This contract shall be governed by the following rules:

By the conditions set forth in the corresponding bill of lading or waybill and, in what is not foreseen, by these General Terms and Conditions.
By the laws in force in Spain. In maritime transport between two points belonging to Spanish territory or cabotage, the Brussels Convention of August 25, 1924, as amended by the Protocols of 1968 and 1979 (Visby Rules), shall apply.

3.3. Limitation of liability

3.3.1. The Freight Forwarder shall only be liable to the client for losses and damages to the goods arising from negligence or failure to fulfill their contractual obligations. The Freight Forwarder's liability for this purpose shall be deemed to begin from the moment they receive the goods until their effective delivery to the client, the consignee, or their authorized representative, or to the carrier performing the transportation of the goods to their final destination under a contract unrelated to the Freight Forwarder.

3.3.2. The Freight Forwarder's direct or indirect liability for partial losses or damages to the goods shall be limited to the amounts resulting from applying the following amounts to each specific case or those in force according to applicable legislation if they are lower:

For land transport within Spain, the limitation of liability set forth in the 3rd article of the Regulation of the Land Transport Management Law shall apply.
In the case of international land transport, the amount of 8.33 SDR(*) per kilogram of gross weight of lost or damaged goods.
In the case of maritime transport, the amount of 666.67 SDR per package or unit or 2 SDR per kilogram of gross weight of lost or damaged goods, whichever is higher.
In the case of air transport, the amount of 17 SDR per kilogram of gross weight of lost or damaged goods.
(*) SDR (Special Drawing Rights):
SDR shall mean the unit of account as defined by the International Monetary Fund.

3.3.3. In any case, the cumulative liability of the Freight Forwarder for losses or damages to the goods shall have as a maximum limit the total value of the goods declared by the client, without the possibility of claiming for indirect losses or damages other than the actual loss or damage to the goods.

3.3.4. In the event that the Freight Forwarder is held responsible for damages caused by delays in the delivery of the goods or for any indirect loss or damage resulting from such delay, the liability shall be limited to the damages that such delay would have caused, without in any case exceeding the transportation price.

3.3.5. These limitations shall apply to all claims brought against the Freight Forwarder, regardless of whether the claim is based on contractual or extra-contractual liability.

3.3.6. When liability arises from acts or events occurring during the execution of the transportation, it shall never exceed the liability assumed by the carriers of railways, navigation, air transport, road transport, storage warehouses, or any other intermediary involved in the course of the transportation, in accordance with the regulations and international agreements in force.

3.3.7. In any case, the Freight Forwarder reserves the right to claim against any third party responsible for the total or partial loss or damage to the goods.

3.3.8. The employees, agents, and/or subcontractors of the Freight Forwarder shall be entitled to invoke the same conditions, defenses, exemptions, freedoms, and limitations that would correspond to their principal.

4. Exoneration of liability

4.1. The Freight Forwarder shall be exempt from any liability if the selection of third parties acting as carriers, Freight Forwarders, warehouse operators, customs agents, and others required for the transportation, storage, handling, and delivery of the goods, has taken place in accordance with the instructions received from the client. It shall also be exempt from any liability when the transportation instructions have been transmitted to the subcontracted third parties in accordance with the transportation order given by the client.

4.2. The Freight Forwarder shall not be liable for the loss or damage to the goods, unless such loss or damage occurs while the goods are in the custody and control of the Freight Forwarder or its agents, employees, or subcontractors.

4.3. The Freight Forwarder shall not be liable if the goods have been transported by the client or by the client's agents, employees, or subcontractors.

4.4. The Freight Forwarder shall not be liable for the consequences arising from loading or unloading operations or any other operation during transportation that has not been contracted by them.

4.5. The Freight Forwarder shall not be liable for losses, damages, or expenses arising in connection with the insufficiency or imperfection in the number, content, weight, volume, marks, or description of the goods.

4.6. The Freight Forwarder shall not be liable for any loss or expense incurred by the client, such as loss of profits, loss of customers, fines, penalties, losses due to depreciation or penalty clauses, fluctuations in currency exchange rates, or taxes or fees increased by the Authorities, incurred by the client in relation to the contracted transportation.

4.7. The Freight Forwarder shall also not be liable for losses or damages that the goods may suffer if any of the following circumstances occur:

Fault or negligence of the client or their employees, agents, subcontractors, or authorized representatives.
Defective packaging, labeling, and stowage, or the absence thereof, provided that the Freight Forwarder was not responsible for carrying out the packaging, marking, and stowage of the goods. Likewise, the Freight Forwarder shall not be liable for the packaging of the goods for which they cannot verify the contents and have no obligation to verify the stowage, labeling, or packaging carried out by the client or their employees, agents, representatives, or subcontractors.
War, rebellion, revolution, insurrection, usurpation of power, or confiscation, nationalization, or requisition by or under the orders of a Government or public or local authority.
Strikes, lock-outs, and other labor disputes affecting work.
Damages caused by nuclear energy.
Natural disasters.
Force majeure.
Theft.
Circumstances that the Freight Forwarder could not have avoided and whose consequences could not have been foreseen.
Decrease in volume or weight or any other loss or damage resulting from hidden defects, special nature, or inherent defect of the goods.
Other causes of exoneration established in current conventions or legal provisions.

5. Client's Responsibilities

5.1. The client is the person who has contracted the intervention of the Freight Forwarder, whether they act as a commission agent or carrier. The responsibilities attributed to the client extend jointly to the shipper and/or the consignee listed in the transportation contract as such.

5.2. The client is responsible for the accuracy of the descriptive data of the goods, weight, and marks of the packages. They especially assume responsibility for declaring the classification of hazardous goods. Any damages, direct or indirect, caused due to non-compliance or irregularities in these declarations, shall be the responsibility of the client.

5.3. The client and/or the shipper are responsible for paying the freight and any expenses derived from the contracted operation. Even in the case of collect shipments, the client and/or the shipper shall also be jointly responsible for paying the freight and other expenses of the operation if the consignee refuses to pay.

5.4. The goods are liable for commissions, freight, storage expenses, and any other expenses or incidents they may have caused, even if they are shipped collect. To this end, the Freight Forwarder has the right to retain the transported goods.

5.5. In case of impossibility of delivering the goods due to the unavailability of the consignee at the provided address, either due to their absence or because the address is incorrect, or due to refusal, abandonment, or difficulties in customs clearance or importation in the transit or destination country, any expenses incurred for these reasons shall be borne by the client and/or the shipper and/or the consignee jointly.

The Freight Forwarder is not obligated to know the legal or other requirements imposed by the transit or destination country regarding the goods. Once the goods are made available to the consignee indicated in the waybill, if it is impossible to locate them or if they do not take charge of them within a reasonable period not exceeding 30 calendar days from the date of availability, the Freight Forwarder shall notify this circumstance to the client. If the client does not take charge of the goods within a reasonable period not exceeding 30 calendar days from the date of dispatch of said notification, the goods shall be considered abandoned, and the Freight Forwarder may take any reasonable measures in relation to them, including their disposal or destruction, with the client and/or the shipper and/or the consignee being responsible for the expenses incurred.

Furthermore, damages or losses suffered by the goods after the aforementioned period shall not be attributable to the Freight Forwarder.

6. Insurance

The Freight Forwarder does not insure the loss or damage during handling, storage, or transportation of the goods unless the client expressly instructs them in writing.

7. Price of Contracted Services

7.1. The price of the transportation and other services subject to the Freight Forwarder's activity shall be agreed upon by the parties. In the absence of an express agreement, they shall be deemed contracted in accordance with the rates in force at the time of contracting and within the limits provided therein. In the absence of rates, the contracting shall be made at the usual or market prices corresponding to the place where it is carried out. Additional expenses arising from events or circumstances subsequent to the date of contracting or, where applicable, the date of issuance of the shipping documents, shall be borne by the client, provided that they are duly justified and not due to the fault or negligence of any of those involved in the provision of the contracted services.

7.2. The payment of any expenses and services provided by the Freight Forwarder shall be made immediately, unless special conditions have been previously agreed upon.

8. Jurisdiction

Any action against the Freight Forwarder may only be brought before the Courts and Tribunals of its domicile, with the client waiving, on their own behalf and on behalf of whoever corresponds, any other forum other than the one indicated.