including the LOGISTICS T&Cs 2019 and the Logistics T&Cs of the German Freight Forwarding and Logistics Association (Bundesverband Spedition und Logistik e.V.)
Preamble
The 2019 Logistics T&Cs, which were developed in collaboration with the Institute for Logistics Law and Risk Management (ILRM), are recommended for use from July 1, 2019 by the German Road Haulage, Logistics and Disposal Association (BGL), the German Furniture Removal and Logistics Association (AMÖ) and the German Freight Forwarding and Logistics Association (DSLV). This recommendation is non-binding. The contracting parties are at liberty to reach agreements that deviate from the content of this recommendation.
1. scope of application, precedence of the ADSp
1.1. These Logistics T&Cs apply to all (additional) logistics services which are not covered by a transportation contract in accordance with the German Freight Forwarders’ Standard Terms and Conditions (ADSp) or by a freight, forwarding or warehousing contract, but which are provided by the Contractor in economic connection with such a contract; this applies in particular to services within a supply chain.
1.2. The client is the contracting party that commissions its contractual partner to perform logistics services.
1.3. The contractor is the contracting party that is commissioned to perform logistics services.
1.4. If the ADSp have been agreed in addition to the Logistics T&Cs, the ADSp shall take precedence over these Logistics T&Cs insofar as individual clauses contradict each other.
1.5. A reference to the ADSp in these Logistics T&Cs always includes a reference to the current version of the ADSp valid at the time of conclusion of the contract, unless the contracting parties have agreed on a different version.
1.6. These Logistics T&Cs do not apply to contracts with consumers within the meaning of Section 13 BGB.
1.7. These Logistics T&Cs do not apply to transactions which have as their sole object:
- 1.7.1. Storage and digitization of files; files are all types of embodied and digitized business papers, documents, data carriers and similar items used to collect information,
- 1.7.2. Schwer- oder Großraumtransporte, deren Durchführung eine verkehrsrechtliche Transporterlaubnis bzw. Ausnahmegenehmigung erfordert, Kranleistungen und damit zusammenhängende Montagearbeiten.
2. electronic data exchange
2.1 If agreed between the Client and the Contractor, the parties shall transmit or receive shipment data, including invoicing, via EDI (Electronic Data Interchange) / RDT (remote data transmission). The transmitting party shall bear the risk for the loss and correctness of the transmitted data.
2.2. In the case of an agreement in accordance with section 2.1, the parties shall ensure that their own IT system is operational and that the usual security and control measures are implemented in order to protect the electronic data exchange from access by third parties and to prevent the alteration, loss or destruction of electronically transmitted data. Each party is obliged to inform the other party in good time of any changes to its IT system that may affect the electronic data exchange.
2.3. At the request of a contracting party, each contracting party shall designate one or more contact persons for the receipt of information, declarations and requests for the execution of the contract and shall provide the names and contact addresses of the other party. This information must be updated if it changes. If a party does not designate a contact person, the person who concluded the contract for logistics services for the party shall be deemed to be the contact person.
2.4. Documents created and stored electronically or digitally are equivalent to written documents, unless written form is required by law. 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.
3. confidentiality
3.1. The parties are obliged to treat as confidential all information that becomes known to them during the execution of the contract for logistics services and that is not publicly accessible. The information may only be used for the purpose of providing the service. The parties shall impose this confidentiality obligation on other persons whose services they use to fulfill their contractual obligations.
3.2. The obligation of confidentiality does not apply to data and information that must be disclosed to third parties, in particular authorities, due to legal obligations. The other party must be informed of this immediately.
4. obligations of the client when placing the order, information obligations, protection of intellectual property
4.1. The Client, in particular if it is the “system leader” and determines the process to be implemented by the Contractor, for example through the transfer of know-how, shall inform the Contractor in good time of all significant factors known to it which influence the execution of the order and which are attributable to the Client’s area of risk.
- 4.1.1. (Vor-)Produkte, Materialien und Betriebsmittel, soweit vereinbart, in technisch einwandfreiem und vertragsgemäßem Zustand zu gestellen sowie die Betriebsmittel zu unterhalten,
- 4.1.2. den Auftragnehmer über spezifische Besonderheiten der Güter und Verfahren und damit verbundene gesetzliche, behördliche oder berufsgenossenschaftliche Auflagen zu informieren und – soweit erforderlich – dessen Mitarbeiter zu schulen und
- 4.1.3. Vorgaben, Verfahrens- und Materialbeschreibungen (Fertigungsanleitungen, Konstruktionen und Pläne) zu entwickeln, zu aktualisieren und deren Einhaltung durch den Auftragnehmer zu überprüfen.
4.2. The client shall inform the contractor of any special requirements regarding fire protection, safety and other technical requirements (temperature, humidity, odor).
4.3. At the Contractor’s request, the Client shall make available at an early stage all information that is recognizably necessary and attributable to its area of risk and that is necessary for the Contractor’s capacity planning.
5 Obligations of the Contractor
5.1. The Contractor shall be obliged to provide its services in accordance with the Client’s specifications pursuant to Section 4. He is entitled, but not obliged, to check these specifications.
5.2 Insofar as the Contractor performs the logistics services within the Client’s operational organization or at a third party on the Client’s instructions (e.g. racking service), it must follow the instructions of the Client or the third party with regard to operational safety.
5.3. The Contractor is obliged to notify the Client immediately of any objections or irregularities that have arisen during the execution of the contract and to obtain appropriate instructions.
6. impediments to performance, force majeure
6.1. Impediments to performance that are not attributable to the area of risk of a contracting party shall release the contracting parties from their performance obligations for the duration of the disruption and the extent of its effect.
6.2. In the event of an impediment to performance pursuant to Section 6.1, each contracting party shall be obliged to inform the other party immediately. The Contractor is also obliged to obtain instructions from the Client.
7. contract adjustment
7.1. Agreements on prices and services always refer only to the services listed by name and to an essentially unchanged volume of goods, orders or quantities. They are subject to unchanged data processing requirements, quality agreements and procedural instructions as well as unchanged energy and personnel costs.
8. transfer of business
8.1. If the contract for logistics services or its execution is associated with a transfer of business pursuant to Section 613a BGB, the parties undertake to regulate the economic consequences, taking into account the term of the contract.
8.2. If the contracting parties have not made such a provision, the party entering into the employment relationship shall be entitled to an appropriate adjustment of the remuneration at its reasonable discretion, taking into account the term of the contract. Otherwise, Section 315 BGB applies.
9. offsetting, retention
Offsetting or retention against claims arising from the contract for logistics services in accordance with clause 1.1 and associated non-contractual claims is only permitted if the counterclaim due is undisputed, ready for a decision or has been legally established.
10. lien and right of retention, retention of title
10.1. In order to secure its claims arising from the contract for logistics services, the Contractor may invoke the statutory rights of lien and retention to which it is entitled.
11. acceptance, notification of defects and default
11.1. Insofar as acceptance of the logistics service is to be carried out by the client, this can be carried out due to the cooperative nature of the logistics services by putting the work into use, resale or further processing of the work, delivery and handover to the client or to third parties named by the client.
11.2. The Client is obliged to notify the Contractor of obvious defects upon acceptance.
12. claims for defects of the client
12.1. The defectiveness of a logistics service shall be determined first of all according to the content of the contract, otherwise according to the statutory provisions applicable to the logistics service concerned.
13. special right of termination
13.1. If one of the parties breaches the same material contractual obligation twice within one year and this leads to a significant operational disruption, the other party has the right to terminate this contract in text form with a reasonable notice period.
14 Liability of the contractor
14.1. The Contractor shall only be liable if it is at fault for the damage caused by it.
14.2. The Contractor’s liability shall be limited to EUR 20,000 per claim.
15 Qualified fault
15.1. The exclusions and limitations of liability specified in Section 14 shall not apply if the damage was caused by intent or gross negligence on the part of the Contractor or its vicarious agents.
16. indemnification claim of the contractor and product liability
16.1. The Contractor shall be entitled to reimbursement of expenses which it could reasonably consider necessary in the interests of the Client and for which it is not responsible.
17. statute of limitations
17.1. Claims arising from a contract in accordance with section 1.1 shall lapse after one year.
18. liability insurance of the contractor
18.1. The Contractor is obliged to take out and maintain liability insurance with an insurer of its choice at standard market conditions.
19 Place of performance, place of jurisdiction, applicable law
19.1. The place of performance for all parties involved shall be the location of the Contractor’s branch to which the order or request is directed.
19.2. The place of jurisdiction for all legal disputes arising from or in connection with the contractual relationship shall be the location of the Contractor’s branch to which the order is directed.
20. compliance
20.1. The Contractor undertakes to comply with minimum wage regulations and regulations on minimum conditions at the workplace and shall confirm this in text form at the request of the Client.
21 Final provisions
21.1. When determining the amount of the compensation claims to be fulfilled by the contractor, the economic circumstances of the contractor must be taken into account.
Published by:
DSLV – Bundesverband Spedition und Logistik e.V.
Friedrichstraße 155/156, Unter den Linden 24
10117 Berlin
ILRM – Institute for Logistics Law & Risk Management GmbH
An der Karlstadt 8
27568 Bremerhaven
Last update: 10.09.2024