1. Definitions1
(1.4) Consignee
Legal person to whom the goods shall be delivered
according to the Freight Forwarding Contract or
valid instruction of the Principal or other persons
authorised to dispose of.
(1.11) Damage Case/Damage Event
Damage Case means, when, due to an external
process, a claimant raises a claim on the basis of
a Freight Forwarding Contract or in lieu of a freight
forwarding claim; Damage Event means, when,
due to an external process, several claimants raise
claims on the basis of several Freight Forwarding
Contracts.
(1.6) Dangerous Goods
Dangerous Goods are goods that have the potential
to endanger people, Vehicles or legal interests
of third parties during the course of standard transportation,
warehousing or other activities. In particular,
hazardous goods are defined as goods that
fall into scope of application of statutes and
regulations relating to hazardous goods, such as
provisions covering dangerous materials, water or
garbage.
(1.1) Delivery
The term of Delivery includes also the delivery in
the warehouse business.
(1.13) Freight Forwarder
Legal person, which concludes a Freight Forwarding
Contract with the Principal. Freight Forwarders
are particularly carrier according to section 407,
Freight Forwarder according to section 453, warehouse
keeper according to section 467 and sea
freight carrier according to sections 481, 527 HGB.
(1.14) Freight Forwarding Contracts (“Verkehrsverträge”)
Freight Forwarding Contracts undertaken by the
Freight Forwarder as contractor for all activities,
regardless of whether they are freight forwarding,
carriage of goods (by sea), warehousing or other,
typical services pertaining to the freight forwarding
business, such as customs handling, tracking of
goods or cargo handling.
These contracts also apply to all typical logistical
services included in freight forwarding, if these
are in relation to the transport or warehousing
of goods, in particular to activities such as the
creation of loading units, consignments, labelling,
weighing of goods and returns processing.

Contracts about the presentation of manned motor

Vehicles for use on instruction by the Principal shall

also be deemed as Freight Forwarding Contracts

(“Lohnfuhrverträge”).

(1.12) Interfaces

After acceptance and before Delivery of the goods

by the Freight Forwarder, Interfaces are defined as

any transition of the goods from one legal person

to another, any transhipment from one Vehicle to

another, any (temporary) storage.

1.7 Loading Means

Means for the aggregation of Packages and for the

creation of loading units, such as pallets, container,

swap trailers, bins.

(1.16) Material Contractual Obligations

Material Contractual Obligations are defined as

those that initially enable the contractually agreed

fulfilment of the Freight Forwarding Contract and on

which the contracting partner is entitled to reasonably

rely on.

(1.10) Packages

Single items or units formed by the Principal for

the fulfilment of the order with or without Loading

Means, which the Freight Forwarder must handle as

one ensemble (freight item as defined by sections

409, 431, 504 German Commercial Code (HGB).

(1.8) Place of Loading/Discharge

The postal address, if the parties have not agreed on

a more precise location.

(1.19) Point of Time

Agreed Point of Time for the arrival of the Freight

Forwarder at the Place of Loading or Place of Discharge.

(1.2) Principal

Legal person which concludes a Freight Forwarding

Contract with the Freight Forwarder.

(1.15) Shipper

Legal Person, which hands over the goods for

transportation according to the Freight Forwarding

Contract or on a valid instruction.

(1.3) Theft-Sensitive Goods

Theft-Sensitive Goods are those exposed to an

increased risk of robbery and theft, such as money,

precious metals, jewellery, watches, precious minerals,

art, antiques, check books, credit cards and/or

other payment means, stocks and security papers,

documents, spirits, tobacco, entertainment electronic

goods, telecommunications goods, IT equipment

and accessories as well as smart cards.

(1.18) Time Frame

Agreed Time Frame for the arrival of the Freight Forwarder

at the Place of Loading or Place of Discharge.

(1.9) Time of Performance

The time (date, time of day) up to a particular performance

must be taken place, for example a Time

Frame or Point of Time.

(1.17) Valuable Goods

Good, at the time and place of taking over, with an

actual value of at least 100 Euro/kg.

(1.5) Vehicle

Means of transport for the transportation of goods

on traffic routes.

2. Scope of application

2.1 The ADSp cover all Freight Forwarding Contracts

undertaken by the Freight Forwarder as contractor.

2.2 Statutory provisions which cannot be modified by

pre-formulated standard terms and conditions take

precedence over the ADSp.

2.3 The ADSp do not apply to businesses that are exclusively

dedicated to:

2.3.1 packaging,

2.3.2 transportation and warehousing of towed or salvaged

goods,

2.3.3 transportation and warehousing of removal goods

according to section 451 HGB,

2.3.4 storage and digitalisation of files; files are all types of

embodied and digitalised business papers, documents,

data storage mediums and similar objects for information

collection,

2.3.5 abnormal and heavy-load transports, which require

a transportation regulation permission or exception,

crane services and associated assembly work,

2.4 The ADSp do not apply to Freight Forwarding

Contracts with consumers as defined in Section 13

German Civil Code (BGB).

3. Obligation of the Principal regarding placing

of orders, information requirements, special

goods

3.1 The Principal shall timely inform the Freight Forwarder

about all essential parameters known to him

affecting the carrying out of the order.

These include

3.1.1 addresses, type and quality of the goods, the gross

weight (including packaging and Loading Means of

the Principal) or otherwise specified quantities, marks,

numbering, quantities and type of Packages, specific

characteristics of the goods (such as live animals

and plants, perishability), the value of the goods (for

example for customs purposes or the insurance of

goods according to clause 21 ADSp) and Delivery

times,

3.1.2 all public-legal duties and safety regulations, such as

duties relating to customs, foreign trade regulations

(particularly those relating to goods and people as

well as specific country embargos) and legal safety

obligations.

3.1.3 in case of carriage of goods by sea, all relevant data

in the compulsory form relating to safety statutes

(e. g. International Convention for the Safety of Life at

Sea [SOLAS]).

3.1.4 intellectual property rights of third parties, such as

trademark and license limitations which are connected

to the possession of the goods, including legal

or regulatory hindrances capable of prejudicing the

processing of the order.

3.1.5 specific technical requirements for the means of

transport and particular cargo securing means to be

supplied by the Freight Forwarder.

3.2 In case of Dangerous Goods, the Principal must

inform the Freight Forwarder in due time and in text

form about the quantity and specific nature of the

hazard including – if required – the necessary safety

measures. If Dangerous Goods fall into scope of the

law on the transport of dangerous goods (Gesetz

über die Beförderung gefährlicher Güter [GGBefG]) or

if other transported and stored goods fall into scope

of other Dangerous Goods or garbage related statutes

or regulations, the Principal must provide the relevant

information, in particular the classification according

to the relevant Dangerous Goods laws, and, at the

latest, during the handover of the goods, supply the

required documentation.

3.3 In case of Valuable or Theft-Sensitive Goods, the

Principal must inform the Freight Forwarder in text

form regarding the type and value of the goods and

the current risks involved to enable the Freight Forwarder

to assess the acceptance of the order or take

appropriate measures for the safe and damage-free

completion of said order. In case of acceptance of

the order, the Freight Forwarder is obliged to undertake

appropriate safety measures for protecting the

goods.

3.4 The Principal is responsible for supplying the Freight

Forwarder with all information, certificates and other

documentation required, such as customs classification,

for the correct processing of customs or other

statutorily required handling of the goods, including,

but not limited to, security checks for air freight shipments.

4. Rights and duties of the Freight Forwarder

4.1 The Freight Forwarder shall act in the interest of the

Principal, check the placed order for obvious faults

and immediately inform the Principal, if required,

about all dangers known by the Freight Forwarder

for the fulfilment of the order. If required, the Freight

Forwarder shall ask for instructions.

4.2 The Freight Forwarder takes care that the Vehicles,

loading safety means and, if their presentation is

agreed, Loading Means are in a technically perfect

condition, comply with statutory provisions and the

requirements of the Freight Forwarding Contract.

Vehicles and Loading Means shall be equipped with

the typical appliances, equipment or methods for the

protection of the goods, in particular loading safety

means. Vehicles shall have low emissions and noise

as well as low energy consumption.

4.3 The Freight Forwarder shall deploy reliable, appropriate

and, for the particular task in question, suitable

and duly employed, qualified and trained drivers and,

if required, with a driver certification.

4.4 On foreign premises, the Freight Forwarder shall

comply with the house rules, plant or construction

site regulations in force, if they were announced to

the Freight Forwarder. Section 419 HGB remains

unaffected.

4.5 The Freight Forwarder is entitled to make customs

clearance dependent on issuance of a written power

of attorney that enables direct representation.

4.6 If the Freight Forwarder is assigned with the crossborder

transportation of the goods or the import or

export customs clearance, the Freight Forwarder is,

in case of doubt, also entitled to act in regards to the

customs or other statutorily required handling of the

goods, if the transport of the goods to the agreed

destination would be impossible without such action.

The Freight Forwarder is hereby entitled

4.6.1 to open packaging whenever such action is necessary

to comply with statutorily required controls (for

example, Freight Forwarder as regulated agent), and,

subsequently, to undertake all measures necessary to

complete the order, such as repackaging the goods.

4.6.2 to advance payments required by customs.

4.7 In case of lost or damaged goods or for delay in

delivery and upon request by the Principal or Consignee,

the Freight Forwarder must procure immediately

all required and known information for securing their

compensation claims.

4.8 In the absence of a separate agreement in the order

supplied to the Freight Forwarder, the service does

not include:

4.8.1 the supply or replacement of pallets or other Loading

Means,

4.8.2 the loading and unloading of goods, unless otherwise

indicated by circumstances or common practice.

4.8.3 a transhipment ban (section 486 HGB does not apply),

4.8.4 the allocation of a shipment tracking system, unless

it is in line for this sector of industry, whereas clause

14 remains unaffected.

4.8.5 returns, detours and hidden additional cargo.

If in deviation to the actual order, one or more

Packages are handed over and accepted for transportation

by the Freight Forwarder, then the Freight

Forwarder and the Principal conclude a new Freight

Forwarding Contract on these goods. In case of

returns or hidden additional cargo and in absence of

a separate agreement, the terms and conditions of

the original Freight Forwarding Contract will apply.

Clause 5.2 remains unaffected.

4.9 Further service and information obligations, for example

quality management measures and their auditing,

monitoring and evaluation systems as well as key

performance indicators need to be expressly agreed.

5. Contact person, electronic communication

and documents

5.1 Upon request of a contracting party, each side will

nominate one or more contact persons to receive

information, explanations and enquiries regarding the

fulfilment of the contract and exchange names and

addresses. This information needs to be updated in

case of changes. If either contracting party fails to

provide details for a contact person, then the relevant

signatory to the contract shall be the designated

contact person.

Information obligations, which exceed the obligation

in statutory provisions, for example measures of the

Freight Forwarder in case of disruptions, in particular,

an imminent delay during takeover or Delivery, obstacles

to carriage and Delivery, damages to the goods

or other disruptions (emergency concept) need to be

agreed separately.

5.2 In the absence of an expressly agreement, contractual

statements by warehousing or transport personnel

require approval from the respective party to be

considered valid.

5.3 The Principal takes care of the required declarations

to be supplied by the Principal’s Shipper or Consignee

during the fulfilment of the Freight Forwarding Contract

at the Place of Loading and Place of Delivery,

and of real actions, such as Delivery and receipt of

the goods.

5.4 If agreed between the Principal and the Freight

Forwarder, the parties will transmit and receive the

shipping details, including the creation of the invoice,

by electronic means (electronic data interchange/

remote transmission).

The transmitting party carries the responsibility for

the loss, completeness and validity of any sent data.

5.5 In case of an agreement according to clause 5.4

ADSp, the parties ensure that their IT system is

ready for operation and that data can be processed

appropriately, including the usual safety and control

measures, to protect the electronic data exchange

and prevent unauthorized access, modification, loss

or destruction by third parties. All parties are obliged

to give timely notification of any changes to their IT

systems that could affect the electronic data interchange.

5.6 Electronic or digital documents, in particular proof

of deliveries, shall be considered equal to written

documents.

Furthermore, each party is entitled to archive written

documentation in exclusively electronic or digital

format and to eliminate originals, the latter always in

consideration of the legal regulations regarding the

same.

6. Packaging and labelling duties of the Principal

6.1 The Principal shall pack the goods, and if required,

clearly and permanently label all goods with their

required identifications, such as addresses, marks,

numbers and symbols relating to the handling and

characteristics of the goods. Old identification marks

must be removed or garbled. The same applies for

Packages.

6.2 Furthermore, the Principal is responsible for:

6.2.1 identifying all Packages belonging to the same shipment,

to ensure easy recognition,

6.2.2 ensuring that Packages, if required, cannot be accessed

without leaving external traces.

7. Securing cargo and supervisory duties of

the Freight Forwarder

7.1 In all cases where loading and discharge occurs at

more than one location, the Freight Forwarder takes

care for the security of cargo until the last Place of

Discharge and at all times, but not before the completion

of loading in a transport safety manner.

7.2 The Freight Forwarder shall conduct controls at all

Interfaces. The Freight Forwarder shall check completeness

and identity of the goods, their apparent

good order and condition as well as all seals, locks

and record any irregularities.

8. Receipt

8.1 The Freight Forwarder shall issue a certificate of

receipt with reservations noted, if necessary.

In case of doubt, the certificate of receipt issued by

the Freight Forwarder only confirms the number and

type of Packages, but not their content, value, weight

or other measurements.

8.2 Previously loaded or sealed loading units, such as

containers or swap bodies and previously transmitted

data, the accuracy of the certificate of receipt

regarding quantity and type of loaded Packages is

vitiated, if the Freight Forwarder notifies the Principal

on differences (in quantity) or damages, immediately

after unloading the loading unit.

8.3 The Freight Forwarder must request proof of Delivery

from the Consignee in form of a Delivery receipt

listing all Packages as outlined in the order or other

accompanying documentation. Should the Consignee

refuse to issue a Delivery receipt, the Freight Forwarder

must request instructions from the Principal.

The Principal can demand the Delivery receipt for a

period of one year after the goods have been delivered.

8.4 As receipt for takeover or Delivery of the goods

counts any signed document which gives evidence

for fulfilment of the order, such as Delivery notes,

forwarders certificate of receipt, consignment note,

sea way bill, consignment bill or a bill of lading.

8.5 The certificate of receipt and Delivery receipt can

also be issued electronically or digitally, unless the

Principal requests the issuing of a consignment note,

sea way bill, consignment bill or bill of lading.

9. Instructions

Upon conclusion of the contract, the Freight Forwarder

must follow all instructions regarding the cargo,

unless carrying out such instructions poses disadvantages

to his business or damages to consignments

of other Principals or Consignees. If the Freight Forwarder

intends not to follow an instruction, then the

Freight Forwarder shall inform the instructor immediately.

10. Freight payment, cash on Delivery

10.1 Notifications by the Principal to the effect that the

order should be executed freight collect or for the account

of the Consignee or a third party, for example

according to Incoterms, do not exempt the Principal

from his obligation to pay the Freight Forwarder its

remuneration and outlays, including freights, customs

charges and other expenses. Freight collect instructions,

for example according to section 422 HGB,

Article 21 CMR, remain unaffected.

11. Default of loading and Delivery times,

demurrage

11.1 In cases where the Principal must load or unload the

Vehicle, the Principal has the obligation to do so within

the agreed, otherwise within a reasonable loading

and unloading time.

11.2 If, in case of carriage of goods by road, the parties

agree on a Time Frame or Point of Time or is such

notified by the Freight Forwarder without objection

by the Principal, Shipper or Consignee, the loading

and unloading time – irrespective of the number of

shipments per Place of Loading and Discharge – for

full truck loads, but with the exception for bulk goods,

for Vehicles with 40 tons maximum permissible

weight shall be maximum 2 hours per loading and

per unloading in general. The times shall be reduced

appropriately for Vehicles with a lower maximum

permissible weight in the individual case.

11.3 The loading or unloading time begins with the arrival

of the road vehicle at the designated Place of Loading

and Discharge (for example, by notifying the gate

keeper), and ends when the Principal has completed

all its duties.

However, if a Time of Performance has been agreed

for the arrival of road Vehicles at the Place of Loading

and Discharge, the loading and unloading time does

not begin before the agreed presentation time.

11.4 In cases where the contractually agreed loading and

unloading time are not maintained due to reasons

beyond the Freight Forwarder’s scope of responsibility,

the Principal must pay the Freight Forwarder the

agreed, otherwise commonly accepted, demurrage

fees.

11.5 The aforementioned provisions apply accordingly,

when the Freight Forwarder is obliged to load and

unload the goods, and when the Principal is exclusively

committed to prepare the goods for loading or

to accept them after unloading.

12. Performance hindrances and force majeure

12.1 If the Freight Forwarder is unable to take over the

goods, or unable to take them over on time, the

Freight Forwarder must immediately notify and seek

instructions from the Principal. Section 419 HGB

applies accordingly. The Principal remains entitled to

terminate the Freight Forwarding Contract, whereas

the Freight Forwarder is not entitled to ask for compensation

according to section 415 (2) HGB.

12.2 Performance hindrances that do not fall within the

scope of responsibility of either contracting party,

free said parties of their performance duties for the

duration of the hindrance and the extent of its impact.

Such performance hindrances are defined as force

majeure, civil unrest, war or acts of terrorism, strikes

and lock-outs, transport route blockades, and any

other unforeseeable, unavoidable and serious events.

In case of a performance hindrance, the contracting

parties are obliged to notify the other party immediately.

Additionally, the Freight Forwarder is obliged to

ask the Principal for instructions.

13. Delivery

13.1 If, after arrival at the Place of Discharge, it becomes

apparent that the unloading cannot take place within

the time of unloading, the Freight Forwarder must immediately

notify the Principal and request for relevant

instructions. Section 419 HGB applies accordingly.

13.2 If, the Freight Forwarder cannot adhere to the agreed

Time of Performance or – in the absence of an agreement

– to a reasonable time for Delivery, the Freight

Forwarder shall request instructions from the Principal

or the Consignee.

13.3 Should the Consignee not be located at his residence,

business premises, or in an institution in which he is

a resident, the goods, always assuming there are no

obvious doubts regarding the entitlement to receive

the goods of the person in question, may be delivered

to:

13.3.1 at the residence: on an adult family member, a person

employed by the family or an adult resident permanently

sharing the accommodations,

13.3.2 at business premises: on a person employed there,

13.3.3 in institutions: on the head of the institution or a correspondingly

authorised attorney-in-fact.

13.4 In cases where the Freight Forwarder and Principal

have agreed on Delivery without the presentation

to an actual person (for example, night, garage or

assembly line deliveries), Delivery is deemed to have

taken place on the actual physical deposit of the

goods at the agreed location.

13.5 The Delivery can only take place under supervision of

the Principal, Consignee or a third party authorised

for reception. Clauses 13.3 and 13.4 ADSp remain

unaffected.

14. Information and restitution duties of the

Freight Forwarder

14.1 The Freight Forwarder is obliged to provide the

Principal with the required reports and, on demand, to

provide information on the status of the transaction

and after carrying out the business to render account

for it. However, the Freight Forwarder is only obliged

to reveal costs, if the Freight Forwarder works on

Principal’s account.

14.2 The Freight Forwarder has the duty to give anything

to the Principal what he has received by carrying out

and managing the business.

15. Warehousing

15.1 The Principal has the duty to pack and mark the

goods, if required, and to make available all documents

and information to the Freight Forwarder for

an appropriate storage.

15.2 The Freight Forwarder decides in its sole discretion if

warehousing takes place in its own facilities or, if not

otherwise agreed, those of third parties. Whenever

warehousing takes place at third party warehouses,

the Freight Forwarder must supply timely information

regarding its name and location to the Principal or,

whenever a warehouse warrant has been issued, to

make a note of the information on the same.

15.3 The Freight Forwarder takes care for the duly maintenance

and care of the warehouse and storage space,

the drives on the premises and for securing the

goods, in particular theft protection. Additional

security measures, for example measures exceeding

the statutory fire protection laws, must be expressly

agreed.

15.4 Unless otherwise agreed:

15.4.1 takeover of the goods for warehousing begins with

the unloading of the goods from the Vehicle by the

Freight Forwarder and the Delivery ends with the

completion of the loading of the goods by the Freight

Forwarder.

15.4.2 inventory management is via the Freight Forwarder’s

inventory accounting,

15.4.3 there is one physical inventory inspection per year.

On instruction of the Principal, the Freight Forwarder

shall conduct further physical inventories against

compensation.

15.5 With taking over the goods and if appropriate examination

means are available, the Freight Forwarder is

obliged to conduct a receiving inspection on types,

quantities, marks, numbering, quantities of Packages

as well as outer visible damages according to section

438 HGB.

15.6 The Freight Forwarder shall conduct regular inspections

with appropriate personnel for securing the

goods.

15.7 In case of stock shortfall and imminent changes at

the goods, the Freight Forwarder shall immediately

inform the Principal and ask for instructions. Section

471 (2) HGB remains unaffected.

15.8 Additional service and information obligations require

an explicit agreement.

16. Remuneration

16.1 The services according to the Freight Forwarding

Contract are compensated with the agreed remuneration,

if this remuneration includes the costs for transportation

and warehousing. Supplemental claims for

costs occurred during regular transportation or warehousing

and which were foreseeable at the time of

the offer, cannot be claimed separately, unless otherwise

agreed. Calculation errors are at the expense of

the calculator. Sections 412, 418, 419, 491, 492, 588

until 595 HGB and comparable provisions of international

conventions remain unaffected.

17. Compensation claims and right of recourse

17.1 The Freight Forwarder is, if not caused by his fault,

entitled to ask for refund of expenses properly incurred,

in particular those relating to average contributions,

detention or demurrage charges, including

additional packaging for protecting the goods.

17.2 If the Principal instructs the Freight Forwarder to

receive goods and if, on reception of the goods by the

Freight Forwarder, freight, cash on delivery, customs

duties, taxes, or other expenses and charges are

demanded, the Freight Forwarder is entitled – but

not obliged – to pay these costs according to the circumstances

he has properly assessed, and to claim

reimbursement from the Principal, unless otherwise

agreed.

17.3 On request, the Principal must immediately indemnify

the Freight Forwarder for expenditures, such as

freight, average contributions, customs duties, taxes

and other fees demanded from the Freight Forwarder,

in particular acting as a person authorised to dispose

or as possessor of goods belonging to third parties,

unless the Freight Forwarder is responsible for their

accrual.

18. Invoices, foreign currencies

18.1 Remuneration claims of the Freight Forwarder require

the reception of an invoice or payment schedule in

accordance to statutory requirements. If not otherwise

agreed, the maturity is not dependent on presenting

a delivery receipt in case of an uncontested

Delivery.

18.2 Regarding foreign Principals or Consignees, the

Freight Forwarder is entitled to ask whether to receive

payment in the relevant foreign currency or in Euro

(EUR).

18.3 If the Freight Forwarder owes foreign currency or

has advanced foreign currency amounts, the Freight

Forwarder is entitled to ask for payment in either the

relevant foreign currency or in Euro (EUR). In case of

Euro (EUR), currency conversion is made according

to the official exchange rate on the day of payment,

which shall be evidenced by the Freight Forwarder.

18.4 Payment according to a credit memo procedure must

be expressly agreed. In case of doubt, all credit memos

are to be issued immediately, upon completion

of services. Clause 18.1 first sentence ADSp is not

applicable for credit memo procedures.

19. Set-off, Retention

In the face of claims arising from the Freight Forwarding

Contract and associated non-contractual

claims, set-off or retention is only permitted when

the claim is due, uncontested, ready for decision or

legally established.

20. Lien and retention rights

20.1 The Freight Forwarder is entitled to secure its

demands arising from freight forwarding services

according to the legally permitted regulations regarding

lien and retention rights.

20.2 Lien rights can be exercised according to the legally

established provisions, providing:

20.2.1 the threat and the required notifications about the

exercise of the legitimate lien and the sale of the

pledged items by the carrier shall be forwarded to the

Consignee,

20.2.2 the time limit of one month as specified in section

1234 BGB is superseded by a time limit of one week.

20.3 The Principal is entitled to prohibit the exercise of the

lien by granting an equivalent security for its claims,

such as a directly enforceable bank guarantee.

21. Insurance of goods

21.1 The Freight Forwarder arranges the insurance of the

goods (e. g. goods in transit or warehousing insurance)

with an insurer of its choice, when the Principal

assigns the Freight Forwarder to do so prior to handing

over the goods.

21.2 The Freight Forwarder shall arrange insurance for

the goods, if this is in the interest of the Principal.

The Freight Forwarder can assume that insurance is

in the interest of the Principal, in particular when:

21.2.1 the Freight Forwarder has arranged insurance for a

previous Freight Forwarding Contract for the same

Principal in the course of an ongoing business relationship,

21.2.2 the Principal has declared a value of the goods for the

purpose of insurance.

21.3 The assumption that insurance is in the interest of

the Principal according to clause 21.2 ADSp is discounted,

in particular when:

21.3.1 the Principal has prohibited the purchase,

21.3.2 the Principal is a Freight Forwarder, carrier or warehouse

keeper.

21.4 In case of purchasing insurance cover, the Freight

Forwarder shall observe instructions of the Principal,

in particular the amount insured and risks to be

covered. In the absence of such an instruction, the

Freight Forwarder must assess the type and scope of

insurance in its sole discretion and purchase insurance

cover at the usual market conditions.

21.5 If, due to the nature of the goods to be insured, or for

another reason, the Freight Forwarder is unable to

purchase insurance cover, the Freight Forwarder will

notify the Principal immediately.

21.6 If the Freight Forwarder purchases an insurance after

conclusion of the Freight Forwarding Contract and

upon instruction of the Principal or recovers a claim

or acts otherwise on behalf of the Principal regarding

carrying out insurance claims or averages, the Freight

Forwarder is entitled to a reasonable remuneration

according to local standards, otherwise, an appropriate

remuneration, in addition to the compensation of

its expenses, even in the absence of a prior agreement.

22. Liability of the Freight Forwarder,

Subrogation of claims of reimbursement

22.1 The Freight Forwarder is liable for damages according

to the statutory provisions. However, the following

provisions shall apply, in as much as they do not contradict

mandatory regulations, in particular the law of

pre-formulated terms and conditions.

22.2 In all cases, where the Freight Forwarder is faultbased

liable for losses or damages to the goods

(“Güterschaden”) according to clause 23.3 and 24,

the Freight Forwarder must only pay the value and

reimburse the costs according to sections 429, 430,

432 HGB instead of damage compensation.

22.3 In case of inventory divergences, the Freight Forwarder

is entitled to balance the inventory with positive

stock balance differences and stock shortfall of the

same Principal for value evaluation in cases as set

out in clause 24 ADSp.

22.5 If the Freight Forwarder has claims, for which the

Freight Forwarder is not liable for, against a third

party in case of damages, or in cases when the

Freight Forwarder has claims exceeding the sum for

which the Freight Forwarder is liable, the Freight Forwarder

must subrogate such claims to the Principal

upon request, unless the Freight Forwarder has a

separate agreement to pursue claims on behalf

and at the expense of the Principal. Sections 437,

509 HGB remain unaffected.

23. Liability limitations

23.1 Except in case of damages during carriage of goods

by sea or ordered warehousing, the Freight Forwarder’s

liability for damages to goods is limited according

to section 431 (1), (2) and (4) HGB, to:

23.1.1 8.33 Special Drawing Rights (SDR) for every kg,

whenever the Freight Forwarder is:

– a carrier, as defined by section 407 HGB,

– acting as principal (“Spediteur im Selbsteintritt”),

fixed costs freight forwarder (Fixkostenspediteur)

or consolidator (“Sammelladungsspediteur”),

according to sections 458 to 460 HGB or

– care, custody and control Freight Forwarder (“Obhutsspediteur”)

according to Section 461 (1) HGB.

23.1.2 2 instead of 8.33 SDR for every kg, whenever the

Principal has agreed to a Freight Forwarding Contract

which is subject to a variety of transport means and

includes carriage of goods by sea and an unknown

damage place.

In case of a known damage place, the liability according

to section 452a HGB is subject to the liability

exclusion and liability limitation of the ADSp.

23.1.3 Whenever Freight Forwarder’s liability according to

clause 23.1.1 ADSp exceeds an amount of EUR 1.25

million per Damage Case, this liability is furthermore

limited to EUR 1.25 million per Damage Case, or to 2

SDR for every kg, whichever amount is higher.

23.2 The liability of the Freight Forwarder for damages

to the goods in its custody for Freight Forwarding

Contracts which are subject to carriage of goods by

sea and cross-border transportation is limited to the

maximum statutory liability amount. Clause 25 ADSp

remains unaffected.

23.3 For all cases out of scope of clauses 23.1 and 23.2,

such as section 461 (2) HGB, 280 ff BGB, the liability

of the Freight Forwarder for damages to goods is

limited according to section 431 (1), (2) und (4) HGB

to a maximum of:

23.3.1 2 SDR per kg for Freight Forwarding Contracts relating

to carriage of goods by sea or a transportation by

a variety of transport means, but including carriage of

goods by sea,

23.3.2 8.33 SDR per kg for all other Freight Forwarding Contracts.

23.3.3 Furthermore, the Freight Forwarder’s liability is limited

to the maximum amount of EUR 1.25 million for each

case of damage.

23.4 The liability of the Freight Forwarder for all other damages

than damages to the goods with the exception

of damages during ordered warehousing or damages

to personal injury or goods of third parties is limited

to three times the amount that would be payable for

the loss of goods according to clauses 23.3.1 or

23.3.2 ADSp. Furthermore, the Freight Forwarder’s

liability is limited for each case of damage to the

maximum amount of EUR 125,000.

23.4.1 Sections 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 any relevant mandatory liability provisions

in international conventions shall remain unaffected.

23.4.2 Clause 23.4 ADSp is not applicable on statutory provisions,

such as Article 25 Montreal Convention (MC),

Article 5 Règles uniformes concernant le Contrat de

transport international ferroviaire des marchandises

(CIM) or Article 20 Convention de Budapest relative

au contract de transport de marchandises en navigation

intérieure (CMNI), which extend Freight Forwarder’s

liability or permit to extend.

23.5 If Freight Forwarder’s liability according to Articles

23.1, 23.3 and 23.4 ADSp exceeds the amount of EUR

2.5 million per Damage Event, then Freight Forwarder’s

liability is, irrespective of how many claims arise

from a single Damage Event, further limited to a

maximum amount of EUR 2.5 million per Damage

Event or to 2 SDR per kg for lost or damaged goods,

whichever amount is the higher. When there is more

than one claimant, the Freight Forwarder’s liability

shall be proportionate to individual claims.

24. Liability limitations for ordered warehousing,

inventories and declaration of value

24.1 In the case of ordered warehousing, the liability of the

Freight Forwarder for damages to goods is limited to:

24.1.1 8.33 SDR for every kg corresponding to sections

431 (1), (2) and (4) HGB,

24.1.2 a maximum of EUR 35,000 per Damage Case.

24.1.3 EUR 70,000 per year, in cases where the damage

claimed by the Principal bases, contrary to clause

24.1.2 ADSp, on a difference between calculated

stock and actual stock of the inventory, irrespective

of the amount and type of inventory taking and the

amount of Damage Cases causing the difference in

inventory.

24.2 Upon payment of an agreed supplement and prior

to warehousing of goods, the Principal can specify a

value in text form for an increased liability that differs

from the maximum amounts stipulated in clause

24.1. In this case, the specified value replaces the

relevant maximum amount.

24.3 In case of warehousing upon instruction, the Freight

Forwarder’s liability for other damages, excluding

damages to personal injury or goods of third parties,

is limited to EUR 35,000 per case of damage.

24.4 In case of warehousing upon instruction, but excluding

personal injury or damages to goods of third parties,

the Freight Forwarder’s liability is always limited

to EUR 2.5 million per Damage Event, irrespective of

how many claims arise from a single Damage Event.

When there is more than one claimant, the Freight

Forwarder’s liability shall be proportionate to individual

claims. Clause 24.2 ADSp remains unaffected.

25. Exclusion of liability for carriage of goods

by sea and inland waterway transportation

25.1 In accordance with section 512 (2) No. 1 HGB, it is

agreed that:

The Freight Forwarder in its position as carrier is not

responsible for any fault or neglect on the part of

its servants or of the ship’s company, insofar as the

corresponding damage was caused in the course

of steering or otherwise operating the ship, or was

caused by fire or explosion on board the ship and

the measures taken were not predominantly for the

benefit of the cargo.

25.2 According to Article 25 (2) CMNI it is agreed that the

Freight Forwarder in its position as carrier or actual

carrier is not liable for damages and losses arising

from:

25.2.1 an act or omission by the master of the vessel, the

pilot or any other person in the service of the vessel,

pusher or tower during navigation or in the formation

or dissolution of a pushed or towed convoy, provided

that the Freight Forwarder complied with the obligations

set out for the crew in Article 3 (3) CMNI, unless

the act or omission results from an intention to cause

damage or from reckless conduct with the knowledge

that such damage would probably result,

25.2.2 fire or an explosion on board the vessel, where it is

not possible to prove that the fire or explosion resulted

from a fault of the Freight Forwarder or the actual

carrier or their servants or agents or a defect of the

vessel,

25.2.3 the defects existing prior to the voyage of his vessel

or of a rented or chartered vessel if he can prove that

such defects could not have been detected prior to

the start of the voyage despite due diligence.

25.3 Clause 22.4 ADSp remains unaffected.

26. Non-contractual liability

In accordance with sections 434, 436 HGB, the above

mentioned liability exclusions and limitations also

apply to non-contractual claims. Clause 23.4.1 ADSp

applies accordingly.

27. Qualified fault

27.1 Liability exclusions and limitations listed in clauses

22.2, 22.3, 23.3 and 23.4 in conjunction with 23.5, 24

as well as 26 ADSp do not apply when the damage

has been caused by:

27.1.1 intent or gross negligence of the Freight Forwarder or

vicarious agents or

27.1.2 infringement of Material Contractual Obligations,

whereby such claims are limited to predictable and

typical damages.

27.2 Divergent from clause 27.1.2 ADSp, only the liability

limitations of clause 24.1 and 24.2 ADSp do not apply

in case of gross negligent or intentional infringements

of Material Contractual Obligations only.

27.3 Sections 435, 507 HGB remain applicable within their

scope of application.

27.4 Clause 27.1 ADSp is not applicable on statutory

provisions, such as Article 25 MC, Article 36 CIM or

Article 20, 21 CMNI, which extend Freight Forwarder’s

liability, allow extending or expanding the imputation

of fault of servants or third parties.

28. Liability insurance of the Freight Forwarder

28.1 The Freight Forwarder is obliged to purchase and

maintain liability insurance at the usual market

conditions with an insurer of his choice that, as a

minimum, covers the ordinary liability amounts of

its freight forwarding liability according to ADSp and

statutory provisions. The agreement of maximum

insurance amounts per Damage Case, Damage Event

and year is permitted as well as the agreement of

reasonable deductibles for the Freight Forwarder.

28.2 Upon request, the Freight Forwarder is obliged to

provide evidence of the liability insurance and its

validity by presentation of an insurance confirmation

within a reasonable Time Frame. In absence of such

a presentation, the Principal is entitled to terminate

the Freight Forwarding Contract extraordinarily.

28.3 The Freight Forwarder is only entitled to rely on the

liability limitations of the ADSp, when the Freight

Forwarder provides an appropriate insurance cover at

the time of order.

29. Liability of the Principal

29.1 The liability of the Principal pursuant to sections 414,

455, 468, and 488 HGB is limited to EUR 200,000 per

Damage Event.

29.2 The aforementioned liability limitation does not apply

in case of personal injuries, such as injury of life, body

and health, if the damage was caused by gross negligence

or wilful intent of the Principal or its vicarious

agents, or infringement of Material Contractual Obligations,

whereas the latter is limited to predictable

and typical damages.

30. Applicable law, place of fulfilment, place of

jurisdiction

30.1 The legal relationship between the Freight Forwarder

and Principal is governed by German law.

30.2 The place of fulfilment for all involved parties is the

location of the Freight Forwarder’s branch office dealing

with the order or the enquiry.

30.3 The place of jurisdiction for all disputes arising from

the Freight Forwarding Contract, an enquiry or in

relation to it, is and all involved parties the location

of the Principal or Freight Forwarder’s branch office

dealing with the order or enquiry, as far as all these

parties are merchants. The aforementioned place of

jurisdiction shall be deemed as an additional place

of jurisdiction pursuant to Article 31 CMR and Article

46 § 1 CIM, but not in case of Article 39 CMR, Article

33 MC, Article 28 Convention for the Unification of

certain rules relating to international carriage by air

(WC).

31. Confidentiality

31.1 Contractual parties are obliged to maintain confidentiality

regarding all unpublished information received

during the execution of the Freight Forwarding

Contract. This information can only be used for the

exclusive purpose of contract fulfilment. The parties

shall commit other legal persons with an equivalent

confidentiality obligation, if these legal persons are

deployed for contract fulfilment.

32. Compliance

32.1 The Freight Forwarder shall comply with minimum

wage provisions and minimum conditions for workplaces

and confirms the compliance in text form

upon request of the Principal. The Freight Forwarder

indemnifies the Principal for its liability for minimum

wages, if the Freight Forwarder, its subcontractor

or hirer during the course of fulfilment of the Freight

Forwarding Contract, does not pay the minimum

wages and the Principal is demanded to pay.

32.2 The Freight Forwarder shall ensure in case of transportation

services, that himself or its executing subcontractor

32.2.1 possesses, within the scope of application of the

Güterkraftverkehrsgesetz (GüKG), a permission according

to section 3 GüKG, an entitlement according

to section 6 GüKG or a community license or does

not use such a permission, entitlement or license

unlawfully.

32.2.2 deploys, within the scope of application of the GüKG

driving personnel, which comply with the requirements

of section 7b (1) sentence 1 GüKG, if applicable,

32.2.3 upon request provides all documents, which must be

carried during transportation according to statutory

provisions, when the Principal or third parties must

comply with statutory controlling obligations,

32.3 In case of transportation, the Freight Forwarder or

its executing subcontractor is obliged to organise

the activities of its driving personnel according to the

compulsory working, driving and recreation times.

During the driving of Vehicles, alcohol and drugs are

generally prohibited.

32.4 Both contracting parties commit to carrying out their

contractual duties and to act according to the legal

regulations covering their business and to support

and obey the principles of the United Nations Global

Compact (UNGC), the United Nations Declaration of

Human Rights, and the Declaration of the International

Labour Organization regarding the 1998 Declaration

on Fundamental Principles and Rights at Work,

in accordance with national laws and customs. In

particular, both parties will commit to:

32.4.1 no child or forced labour,

32.4.2 comply with the relevant national laws and regulations

regarding working hours, wages, salaries and

to comply with any other obligations for employers,

32.4.3 comply with the current regulations on health and

safety at work, and to provide a safe and healthy

workplace to ensure the health of employees and to

avoid accidents, injuries and work-related illness,

32.4.4 omit all discrimination based on race, religion,

disability, age, sexual orientation or sex,

32.4.5 comply with international standards on corruption,

such as those published in UNGC and to adhere to

local anti-corruption and bribery laws,

32.4.6 adhere to all current environmental protection laws

and regulations,

32.4.7 engage its business partners and subcontractors

according to the aforementioned principles.