General Terms and Conditions

Section 1: Scope of Application and Contractual Basis

  1. These terms and conditions apply to the commissioning of contractors by TCT-Spedition to carry out transportation services.
  2. If these terms and conditions are included in the transport contract, the contractor agrees, at the same time, to their inclusion in all future transport contracts that are executed by the respective contractor on behalf of TCT-Spedition.
  3. The validity of any differing general terms and conditions is denied.
  4. The validity of the German Forwarders’ General Terms and Conditions of Trading shall be excluded. In particular, section 19 of the German Forwarders’ General Terms and Conditions of Trading shall not apply.
  5. In addition, the contract shall be subject to the provisions of the German Commercial Code [HGB] as well as, in the case of cross-border transports, those set out inthe CMR Convention.
  6. In general, any contract or agreement shall be subject to German law.

Section 2: Provision of Vehicles and Information

  1. The contractor warrants that all vehicles used by him are fit and suitable to carry out the transport. Only vehicles are deemed to be suitable that meet regulatory requirements, comply with current safety standards and have a well-kept outer appearance.
  2. The contractor shall be obliged and it shall be his responsibility to meet regulatory requirements and authorizations that are required to carry out the transport by using the respective vehicles.
  3. The contractor and the drivers used by him shall be solely responsible for loading, packaging and securing the transported goods onto the vehicles that are used by the contractor.
  4. The contractor shall be obliged to organize operational procedures and to instruct and supervise the driver used by him in such a way that the provisions that apply to freight safety are complied with.
  5. All costs incurred by the operation of the vehicles used shall be borne by the contractor.
  6. The contractor shall ensure that all drivers used by him can at all times be reached by telephone during the transport.
  7. The contractor shall be obliged to inform TCT-Spedition forthwith of any potential damage, shortages, delays or any other events or circumstances that might have an impact on the performance of the contract.
  8. Between loading and unloading, transports shall be carried out with the same vehicle. Reloading goods onto other vehicles is prohibited.
  9. The contractor shall be obliged to adequately protect the loaded vehicle from any access by third parties. According to section 435 of the German Commercial Code and/or section 29 of the CMR Convention, the parking of vehicles, trailers and swap trailers on unguarded parking sites is deemed to be careless, in particular when vehicles with tarpaulin covers are used.

Section 3: Personnel Used

  1. Pursuant to the provisions of section 278 of the German Civil Code [BGB], the Contractor shall be liable for the conduct of the drivers used by him.
  2. The contractor warrants that the drivers used by him are qualified and suitable and, in particular, that they have a valid driver’s license and that the provisions concerning illegal employment in commercial transport are complied with.
  3. The contractor shall be obliged to exclusively use drivers who are able to communicate in German without any impediment.
  4. The contractor shall ensure that during all transports, foreign drivers carry an official certificate with an official certified German translation pursuant to section 7 b (1) sentence 2 of the German Road Haulage Act [GüKG].
  5. The contractor shall ensure that only such drivers are used who
    • have a valid driver’s license;
    • are at least 20 years old;
    • have at least one year of driving experience;
    • are not registered in the Central Register of the German Motor Transport Authority in Flensburg as having committed an alcohol-related traffic offense;
    • have the required certificates and other documents to carry out the transport;
    • and who have no criminal record.
  6. The contractor shall ensure that the drivers behave properly, are dressed suitably and that their overall appearance is beyond reproach. TCT-Spedition may, for important reasons, request that a driver be replaced. Such a reason may be improper conduct of the driver vis-à-vis customers or employees of TCT-Spedition.
  7. The contractor shall ensure that the drivers adhere to the statutory driving and rest periods.
  8. Without the written consent by TCT-Spedition, the contractor shall not be authorized to pass contracts on to third parties.

Section 4: Handing over Transported Goods and Freight Documents

  1. Until further notice, it is assumed that the cargo pursuant to section 411 of the German Commercial Code and the accompanying documents pursuant to sections 410 and 415 of the German Commercial Code have been handed over in a proper and transportable condition according to section 411 of the German Commercial Code. This cannot be assumed if the contractor has informed TCT-Spedition of differing facts upon loading the goods or immediately afterwards, in any case however prior to delivering the goods to the final destination.
  2. The contractor shall be obliged to examine the outer appearance of the transported goods, i.e. number of items, quantity and outer labeling and to document the findings in an appropriate way unless he is unable to do so in a specific case.
  3. The contractor undertakes to only carry out transport services with the respective transport documents and to have them signed by the sender and recipient of the goods.
  4. The hand-over of consignments is to be documented by the contractor and receipt of the delivery of the consignments is to be confirmed by the recipient using a legible signature and a company stamp if such a stamp is generally used by the company.
  5. As a matter of principle, the bill of lading is to be used as accompanying document, which is signed by both parties. The bill of lading is to contain all details pursuant to section 408 of the German Commercial Code and may include additional information.
  6. If, for reasons of transport handling, a bill of lading does not need to be issued, another accompanying document (f. ex. a delivery note, delivery run sheet, etc.) can be used.
  7. The contractor shall be obliged to send the original delivery notes to TCT-Spedition within 10 working days from the date of delivery. In the case of a delayed remittance of the delivery notes, a penalty of €50 shall be agreed for each individual case, which can be offset against the respective freight charges but can also be claimed separately. There will be no penalty if and insofar as the contractor can prove that TCT-Spedition suffered no or only minor expenses due to the delay.
  8. If, long-term, proof of delivery cannot be provided, the remuneration will be withheld permanently for lack of proof of delivery.
  9. For the additional efforts, liquidated damages amounting to €25 will be due that are payable within 14 days after the agreed date of delivery. It is up to the contractor to prove minor damage.
  10. Further claims made by TCT-Spedition shall not be affected by this regulation.

Section 5: Idle Periods, Loading and Unloading, Exchange of Palettes

  1. It is incumbent on the contractor to load and unload the goods and it is his responsibility to ensure that the goods can be transported reliably and safely. Any staff of the sender and recipient who is used during this process shall only act upon the instruction and under the responsibility of the contractor.
  2. Any costs incurred by the contractor for loading and unloading in line with the relevant transport safety regulations is covered by the agreed freight charges. There is no additional remuneration.
  3. The contractor shall set aside an adequate period of time for loading and unloading depending on the respective process (loading/unloading time), which, subject to any agreements to the contrary, shall be set at two hours respectively. No additional remuneration or demurrage can be claimed for this period.
  4. If idle periods exceed two hours and are based on contractual agreements or result from reasons that are beyond the contractor’s reasonable control, the contractor shall be entitled to claim adequate remuneration (demurrage). The first two hours each of any idle period shall, as the period required for loading and unloading, not be taken into account for the remuneration.
  5. €25 per hour shall be paid for idle periods unless the contractor proves that an amount other than the usual one must be paid.
  6. For idle periods of more than 10 hours, a daily rate of €250 shall be charged unless the contractor proves an amount other than the usual one must be paid.
  7. The contractor shall provide written evidence of the duration of idle periods (confirmation of the place of loading/unloading, speedometer chart, determination of GPS position, driver’s affidavit, etc.). Demurrage will only be paid upon presentation of these documents.
  8. Unless there are specific provisions to the contrary, it is agreed that the contractor shall exchange the loading equipment (pallets) upon delivery of the transported goods. If the pallets are not returned to the loading place within 4 weeks, an indemnification fee of €20 for each European flat pallet, €10 for each EUR-6 pallet and €100 for each pallet cage will be charged and deducted from the invoiced freight charges. It is up to the contractor to prove minor damage.
  9. If the exchange of pallets is impossible or is refused, the contractor shall be obliged to obtain corresponding confirmation containing a company stamp and the name of the issuer.

Section 6: Remuneration

  1. The contractor’s remuneration is subject to the freight charges agreed for each single contract.
  2. Billing is performed on the basis of credit notes issued by TCT-Spedition upon presentation of the receipted original delivery notes. Receipts of delivery must be submitted in order to obtain a credit note. Credit notes shall immediately be issued following acceptance of the delivery receipts.
  3. Terms of payment shall be 60 days after issuance of the credit note. TCT-Spedition shall issue credit notes to the contractor on a monthly basis.
  4. Claims made under this contract can only be assigned upon prior consent by TCT-Spedition.
  5. Claims to demurrage, further remuneration or compensation for other costs resulting from the performance of the contract must be made in writing by the contractor within a preclusion period of one month of the date of delivery.
  6. The contractor shall only be entitled to set off claims that are undisputed, legally binding or to be adjudicated against claims made by TCT-Spedition.

Section 7: Insurance

  1. The contractor must take out an insurance policy that adequately reflects the level of damage/loss that may be caused and that may take the form of
    1. a transport insurance according to section 7a of the German Road Haulage Act [GüKG], in particular for any damage/loss caused by delays and damage to the cargo;
    2. a third-party car insurance; and
    3. an employer's liability insurance.
  2. The contractor shall be obliged to duly pay his insurance premiums.
  3. The contractor shall be obliged to prove the existence of the respective insurance policies as well as the due payment of premiums at the request of TCT-Spedition.
  4. A cancellation of the insurance policy or a change of the insurance contract must be reported to TCT-Spedition.
  5. The contractor undertakes to duly notify TCT-Spedition as well as the competent insurer forthwith and in writing of any damage/loss incurred and to submit without delay all details and documents required to process the claims settlement.

Section 8: Customer Protection and Confidentiality

  1. The contractor shall be prohibited from establishing direct contact with the sender or recipient of the transported goods or with the customer of TCT-Spedition or to directly sign agreements with them (customer protection) provided that there is no evidence that a comparable business relationship existed beforehand.
  2. Apart from the ban to actively contact customers, customer protection means that it is forbidden to make such contacts available to third parties.
  3. In particular, the contractor shall be obliged to not make offers for any transactions that are handled via TCT-Spedition.
  4. The contractor engages himself to keep confidential the terms of cooperation agreed with TCT-Spedition, in particular the freight charges, vis-à-vis third parties, in particular vis-à-vis the sender and the customer commissioning TCT-Spedition.
  5. The contractor engages himself to keep confidential all documents and information that refer to the business operations of TCT-Spedition and the transport order given to him and to use them exclusively for the performance of the contractual purpose.
  6. The contractor engages himself to bind his employees and external third parties by a corresponding confidentiality obligation as far as they are involved in the performance of the contract.
  7. The contractor engages himself to pay a contractual penalty of €3.000 for each single violation culpably committed by him of the provisions set out in this section 8. The contractual penalty will be added to the actual damage/loss for which the right to claim damages is reserved.
  8. The obligations under this section 8 do not apply to information
    1. that is or at a later date becomes part of the public domain without the contractor’s fault,
    2. that has been known to the contractor beforehand without any obligation to keep the information confidential,
    3. that has been disclosed to the contractor by a third party,
    4. that TCT-Spedition has authorized, in writing, to be disclosed or announced, or
    5. that is to be disclosed due to a binding regulatory or court order or due to a law.
  9. The obligations under section 8 will continue to exist for one year after the contractual cooperation has ended.

Section 9: Final Provisions

  1. If one provision of these terms and conditions were to be or become unenforceable or invalid, the effectiveness of the remaining provisions of the contract shall not be affected hereby.
  2. With regard to their fiduciary duty, the parties shall be obliged to replace the invalid provision or any gap in the contract they have become aware of by suitable provisions that come close to the intended purpose.
  3. Exclusive place of jurisdiction shall be Nuremberg.