Nunner Logistics General Terms and Conditions
In these terms and conditions the terms listed below have the meaning given thereto below.
1.1 “Nunner Logistics”: Nunner Logistics B.V., all legal successors of Nunner Logistics B.V. and all enterprises affiliated to Nunner Logistics B.V.
1.2 “Transport activities”: the performance of national and international carriage of goods by road, by sea, by inland waterways, by rail and by air.
1.3 “Forwarding activities”: the forwarding of goods by road, by rail, by air, by sea and by inland waterways, possibly in conjunction with the performance of related Customs formalities.
1.4 “Logistics Services”: unloading, entry, storage, release, loading, stock management, assembly (“value added services”), order processing, handling for dispatch, billing, exchange of information and information management relating to goods and any other activities carried out by Nunner Logistics that do not fall within the scope of definition of Transport activities or Forwarding activities.
1.5 “Dangerous good”: a substance which is known to have such characteristics that it constitutes a special hazard of a serious nature to persons or property, including in any event substances that are explosive, flammable, oxidizing or poisonous and substances that were designated as such in or by order in council under Dutch law.
2. General provisions
2.1 These general terms and conditions are applicable to all offers made by Nunner Logistics, agreements concluded whereby Nunner Logistics is a party and legal acts and factual acts performed by Nunner Logistics for the purpose of executing such offers or agreements or in relation thereto, unless explicitly agreed otherwise in writing.
2.2 The partial or total nullification or nullity of any clause in these general terms and conditions does not affect the validity of the remaining clauses.
2.3 Any offers made by Nunner Logistics are free of obligation and can be withdrawn without a set form, even after acceptance thereof by the principal. However, withdrawal after acceptance by the principal must be effected without delay.
2.4 Any change or addition to the assignment will bind Nunner Logistics only after written confirmation by Nunner Logistics. Any directions, instructions, and the like given by the principal to servants or employees of Nunner Logistics after the agreement has been concluded will not bind Nunner Logistics, unless these directions, instructions and the like are confirmed by Nunner Logistics in writing.
2.5 These terms and conditions have been drawn up in various languages. In case of differences between the Dutch text and the translations, the Dutch text will prevail.
3. Applicability of other conditions in addition to these general terms and conditions
3.1 If the Transport activities concern the national carriage of goods by road, the most recent version of the Dutch General Transport Conditions (‘Algemene Vervoerscondities 2002’) applies, with the exclusion of the rules on the settlement of disputes included therein.If the Transport activities concern the international carriage of goods by road, the Dutch General Transport Conditions (‘Algemene Vervoerscondities 2002’) apply supplementary to the CMR Convention, with the exclusion of the rules on the settlement of disputes included in the CMR Convention and the Dutch General Transport Conditions (‘Algemene Vervoerscondities 2002’).
3.2 If the Transport activities concern the carriage of goods by rail, the COTIF-CIM 1999 applies, with the exclusion of the rules on the settlement of disputes included therein.
3.3 If the Transport activities concern the carriage of goods by air, the 1999 Montreal Convention applies, with the exclusion of the rules on the settlement of disputes included therein.
3.4 If the Transport activities concern the carriage of goods by sea, the Hague Visby Rules apply, with the exclusion of the rules on the settlement of disputes included therein.
3.5 If the Transport activities concern the national carriage of goods by inland waterway, the mandatory law provisions of Section 8.10.2 of Book 8 Dutch Civil Code are supplemented with the International Conditions of Loading and Transportation (ICLT) 2010 (‘Internationale vervoervoorwaarden (IVTB) 2010’), with the exclusion of the rules on the settlement of disputes included therein.If the Transport activities concern the international carriage of goods by inland waterways, the International Conditions of Loading and Transportation (ICLT) 2010 (‘Internationale vervoervoorwaarden (IVTB) 2010’) apply, with the exclusion of the rules on the settlement of disputes included therein, supplementary to the Budapest Convention on the Agreement for the Carriage of Goods by Inland Waterways (CMNI) of 22 June 2001, provided that Nunner Logistics or any auxiliary person of Nunner Logistics is not liable for any damage arising from the incidents listed in Article 25, paragraph 2 (a) (‘navigational error’), (b) (‘fire or explosion’) or (c) (‘defects in the vessel’).
3.6 If Nunner Logistics performs Forwarding activities, the Dutch Forwarding Conditions (‘Nederlandse Expeditievoorwaarden’) apply, with the exclusion of the rules on the settlement of disputes included therein.
3.7 If Nunner performs Logistics Services, the Logistics Services Conditions (LSV) apply, with the exclusion of the rules on the settlement of disputes included therein.
3.8 Each of the sets of conditions mentioned in the above paragraphs will be sent free of charge upon request.
3.9 In case of any conflict between these general terms and conditions and the conditions/treaties referred to in Article 3.1 through 3.7, the conditions/treaties referred to in Article 3.1 through 3.7 will prevail, with the exclusion of the rules on the settlement of disputes included therein.
3.10 The provisions of these general terms and conditions apply supplementary to the conditions/treaties stated in Article 3.1 through 3.7 as well as if and insofar as Nunner Logistics performs activities that do not fall under the scope of Article 3.1 through 3.7 or if, for any reason whatsoever, said conditions or any provision thereof were deemed not applicable or nullified.
4.1 Offers issued are valid for three months as of the date of issue of the offer, unless otherwise indicated by Nunner Logistics.
4.2 In case of changes in costs as a result of factors not to be influenced by Nunner Logistics, Nunner Logistics has the right to effect an interim adjustment of the rates offered.
4.3 Rates stated on the basis of information provided to Nunner Logistics regarding volumes, frequencies and the like lose their validity if and when these volumes and frequencies are not realised.
4.4 Unless separately agreed upon, no surcharges are included in the rates offered in respect of goods that are subject to special requirements or obligations, if this leads to higher costs, or to higher liability. Examples of this are:
1. express deliveries
2. Dangerous goods
3. removal items
4. live animals
5. goods of a strategic nature
5. Duration and termination of the agreement
5.1 Unless agreed otherwise between the parties in writing, the agreement is concluded for the term reasonably required for the performance of the services.
5.2 Nunner Logistics is at all times entitled to terminate an agreement subject to a notice period of one (1) month (“termination for convenience”).
5.3 If the principal fails to fulfil any obligation under the agreement which can be remedied, Nunner Logistics is entitled, after providing the principal with a written notice setting out the nature of the default and giving a term of at least fourteen (14) to remedy the default, which default is not remedied within the stated term, to terminate the agreement with immediate effect.
5.4 Nunner Logistics is in any event entitled to terminate the agreement in writing with immediate effect if:
1. the principal fails to fulfil any obligation that cannot be remedied;
2. the principal fails to fulfil any obligation within thirty (30) days after the principal has remedied an earlier comparable default in accordance
3. with Article 5.3 and within the term set in Article 5.3;
4. the principal completely or largely ends its business activities;
5. the principal is dissolved or liquidated;
6. the principal loses power of disposal over its capital or a part thereof;
7. the principal has applied for and/or received a suspension of payment;
8. the principal dies or is placed under guardianship;
9. the property of the principal is attached;
10.the principal has applied for and/or has been declared bankrupt;
11. in case of force majeure on the part of Nunner Logistics.
If one of the circumstances stated in this Article arises or threatens to arise, the principal will, without delay, inform Nunner Logistics thereof in writing.
5.5 Any right on the part of the principal to dissolve the agreement is hereby excluded.
6.1 The prices are based on the rates that are applicable at the time that the agreement was entered into. In case of a subsequent increase in one or more cost price factors and/or significant change in the exchange rate of the euro in respect of other currencies and/or taxes, Nunner Logistics is entitled to increase the initial price accordingly.
6.2 Nunner Logistics reserves the right to make annual changes to its rates.
6.3 Payment of Transport activities is effected on the basis of rate weight. Rates are exclusive of VAT, unless expressly stated otherwise. The rate weight is the weight of the transport, taking into account the conversion factors described below, unless explicitly agreed otherwise.
6.4 Loading/unloading times of effective and/or volume weight: <3,000 kg: max 0.5 hrs per address; <20,000 kg: max 1 hour per address; >20,000 kg: max 2 hrs per address. If the loading/unloading time is longer than stated above, Nunner Logistics is authorised to charge extra costs in the amount of € 50 per hour, with a maximum of € 500 per day.
6.5 In case of Transport activities by road, Nunner Logistics is entitled in case of a delay of more than two hours as a result of circumstances not attributable to Nunner Logistics to charge additional costs in the amount of € 50 per hour up to a maximum of € 500 per day.
6.6 The starting points for the volume calculation is for all European countries:
1. 1m3 = 333 kg
2. 1 loading meter = 1,750 kg
3. 1/2 euro pallet = 60 * 80 = 375 kg
4. 1 euro pallet = 80 * 120 = 700 kg
5. 1 block pallet = 100 * 120 = 875 kg
6.7 For non-stackable euro pallets (maximum size 0.80 x 1.20 x 2.20 m) a minimum rate weight of 700 kg per pallet applies.
6.8 The principal will on giving the assignment specify if there are stackable pallets.If nothing is specified, the non-stackable rate applies. If the goods protrude over the edges of the pallets, the rate of the number of pallet spaces taken up by the pallet will be calculated.Separate rates will be agreed in case of transports the length of which exceeds 3 m and the weight is less than 1,500 kg.
6.9 Not included in the rates for Transport activities are:
1. express deliveries
2. loading or unloading at more than one address
3. loading or unloading on other days than week days (Monday through Friday) and on public holidays
4. interim storage
5. return deliveries and administration of packing materials
6. preparation of specific documents (such as FCR, FCT, Carnet, T-documents, etc.), whereby Nunner Logistics refers to Article 12 of these
7. general terms and conditions
8. Customs clearance activities
9. hazard surcharge in case of transport of Dangerous goods
10. second supply/delivery
11. delay and waiting hours
12. diesel surcharge
13. toll levy
14. veterinary/fytosanitary inspections
These additional costs will be invoiced separately.
7. COD delivery
7.1 Cash on delivery shipments up to a maximum amount of € 1,000 are accepted only following a written assignment and written acceptance of the assignment by Nunner Logistics. The written assignment must, in addition to the data needed for the transport, state the amount to be collected and method of payment.
7.2 If Nunner Logistics is required to act as an intermediary for the purpose of payment, a commission of 5% of the cash on delivery charges, with a minimum of € 25, will be charged by Nunner Logistics.
8. Performance of the agreement
8.1 Nunner Logistics is free in the manner of carrying out the given assignment, including the choice of (sub)carriers to be instructed, unless it has accepted specific instructions from the principal on this matter.The wishes of the principal regarding the time and duration of the carrying out of the instructions given will be taken into account as far as possible, but Nunner Logistics will not provide any guarantees in this regard.
8.2 Nunner Logistics will not exchange or reimburse any pallets, unless this has been expressly agreed upon between the principal and Nunner Logistics in writing.
9. Obligations of the principal
Without prejudice to the obligations that the principal must fulfil pursuant to the law, convention, the conditions referred to in Article 3.1, 3.6 and 3.7 of these general terms and conditions or any other agreements between the principal and Nunner Logistics, the rules below apply.
9.1 Assignments must be given in writing. On giving a verbal assignment, the principal is bound to confirm the assignment in writing as soon as possible, failing which Nunner Logistics is authorised to terminate the agreement, or unilaterally amend the agreement, without the principal being entitled to any compensation.The principal can only amend the agreement with the explicit written approval of Nunner Logistics.
9.2 The principal will timely provide Nunner Logistics with all information regarding the goods and the handling thereof of which the principal knows or should know that such may be relevant to Nunner Logistics.The principal guarantees the accuracy of the information furnished by it.
9.3 The principal guarantees that the documents needed for carrying out the assignment are duly available, save insofar as it was agreed that Nunner Logistics would take care of those documents.
9.4 The principal ensures that the goods are correctly and adequately packed, taking into account the intended method of transport and handling.
9.5 Any package or pallet offered to Nunner Logistics will be provided with a label containing a clear, accurate and complete address (name, address, postal code and place of residence) of the sender and receiver.
9.6 If it is ascertained after the performance of Transport activities upon delivery that the transported goods were damaged or lost, a written and motivated reservation regarding any apparent loss or damage must be entered into the transport document at the time of delivery, failing which the goods are deemed to have been received in a complete and undamaged condition. In case of loss or damage that is not apparent, a written and motivated reservation must be made within seven days of delivery, failing which the goods are deemed to have been received in a complete and undamaged condition.
9.7 The principal will within three months of ascertaining after the performance of Transport activities that goods were damaged or lost provide Nunner Logistics with documents evidencing the shipment value of the damaged or lost goods.
9.8 If, in case of Transport activities, goods are not delivered on the agreed delivery date, the principal will inform Nunner Logistics thereof within one day of the scheduled delivery date.
9.9 In case of Transport activities, Nunner Logistics will handle shipments within the EU in conformity with paperless distribution. If the principal still wants papers included, these papers will be applied by the principal to the shipment in a clearly visible location by means of self-adhesive document envelope
10. Transport activities and Forwarding activities with regard to Dangerous goods
10.1 The principal and the consignor, respectively, of Dangerous goods is obliged to ascertain that the Dangerous goods have been classified in accordance with the Act on transport of dangerous goods (Wet vervoer gevaarlijke stoffen) including the hazardous substances regulations declared applicable therein (such as RID, ADN and IMDG Code) and permitted for carriage.Nunner Logistics reserves the right to refuse to carry out the accepted instructions to transport or forward the Dangerous goods, if Nunner Logistics thinks there are valid reasons to do so in connection with the nature of these substances, or to charge a hazard surcharge depending on the chosen route and/or agreed destination.Nunner Logistics will in any event not enter into agreements regarding goods with hazard class 1, 5.2, 6.2 and 7, as described in the Act on transport of dangerous goods (Wet vervoer gevaarlijke stoffen) and the dangerous goods regulations declared applicable therein, such as RID, ADN and IMDG Code, concerning explosive, poisonous, infectious and radioactive substances.
10.2 With regard to Dangerous goods, the principal will timely provide a written specification of the regulations that must be complied with according to the applicable legislation (including at any rate the Act on transport of dangerous goods (Wet vervoer gevaarlijke stoffen) including the hazardous substances regulations declared applicable therein, such as RID, ADN and IMDG Code) and/or other government regulations.
10.3 With regard to Dangerous goods, the principal will also ensure the availability of a hazard card (“TREMcard”), drawn up in the Dutch language and in the language of the receiving country, and in the language of any other country through which the carriage will be effected.
11. Right of refusal
11.1 Nunner Logistics reserves the right to terminate or rescind an agreement or to unload, store or destroy the goods prematurely, for risk and account of the principal if:
In case of Transport and Forwarding activities:
1. the transport covered by the agreement is prohibited by any laws or regulations of the country of dispatch, the country of destination or any other country through which the transport will be effected;
2. the data relating to the weight and/or the sizes are incorrect as a consequence whereof the intended manner of transport (including the use of the intended vehicle and/or other equipment) and/or the handling is impossible or not permitted;
3. the shipment contains goods that might be dangerous to people or animals or the means of transport or that otherwise might impair or damage other goods or whereof the export or import is prohibited by applicable law.
In case of all activities:
1. the value of the shipment exceeds the equivalent of € 500,000 in local currency;
2. the principal fails to comply with the obligation as formulated in Article 9 of these general terms and conditions;
3. the principal is in default of complying with payment obligations arising from any agreement with Nunner Logistics;
4. Nunner Logistics has another valid reason to do so.
12. Customs formalities
12.1 The principal is responsible and will ensure the observance of the customs formalities required, unless otherwise agreed upon in writing.
13. Force majeure
13.1 If Nunner Logistics is unable, either in part or full, to fulfil its obligations under the agreement for any reason that cannot be attributed to Nunner Logistics, was unforeseen or could in all reasonableness not have been avoided, including but not limited to sickness of Nunner Logistics or its employees, automation failures or other stagnation in the operations of Nunner Logistics, the obligations of Nunner Logistics will be suspended until Nunner Logistics is able to fulfil its obligations in the agreed manner, whereby Nunner Logistics is not held to be in default and Nunner Logistics will not owe any compensation to the principal in this respect.
14.1 Nunner Logistics is not liable for any damage, including damage resulting from death or injury, except and insofar as the principal proves that said damage was caused by acts or omissions on the part of the board of directors of Nunner Logistics, done either with the intent to cause such damage, or recklessly and with the knowledge that such damage would probably result.
14.2 Moreover, Nunner Logistics accepts no liability for:
1. damage incurred by the principal or third parties as a result of the provision of incorrect or incomplete documentation or information to Nunner Logistics or damage otherwise resulting from instructions, an act or omission on the part of the principal;
2. business, indirect or consequential damage incurred by the principal or third parties, including but not limited to damage resulting from business stagnation, loss of turnover and loss of profit.
14.3 Any liability on the part of Nunner Logistics for a defect in the performance of the work and/or the agreement, as well as for wrongful act, is limited to three times the amount that Nunner Logistics has invoiced and/or is still entitled to invoice for the work and/or the agreement to which the loss event relates, with a maximum of the amount paid out under the relevant insurance of Nunner Logistics; if no insurance payout takes place for any reason whatsoever, this maximum is set at € 25,000.
14.4 If any insurance policies are effected upon request to cover damage exceeding the limitation specified in the general terms and conditions or damage for which Nunner Logistics is not liable, Nunner Logistics will accept no liability in respect of either or not awarding payments under these insurance policies.
14.5 The principal will indemnify Nunner Logistics against any claims of third parties in respect of damage caused during the execution of the activities by Nunner Logistics, except and insofar as this damage was caused by acts or omissions on the part of the board of directors of Nunner Logistics, done either with the intent to cause such damage, or recklessly and with the knowledge that such damage would probably result.
14.6 If servants or employees of Nunner Logistics and persons whose services Nunner Logistics avails itself for the purpose of executing the agreement are held liable by any other party than Nunner Logistics, these persons may invoke any restriction and/or release from liability, which can be invoked by Nunner Logistics by virtue of these general terms and conditions (including the sectoral conditions mentioned in Article 3) or of any other statutory or contractual provision.
15.1 Payment must be made within 30 days of the invoice date into a bank account to be specified by Nunner Logistics, unless agreed otherwise in writing. Nunner Logistics is free to determine the invoice date.
15.2 Nunner Logistics will, if available and at the request of the titleholder, provide a copy of any proof of delivery (e.g., a transport document). Any decision not to send this proof and/or the time at which this proof is sent has no impact on the payment term as referred to in Article 15.1 of these general terms and conditions.
15.3 Taxes, (import) duties, excise duties, and the like are payable immediately at the time of import.Amounts are advanced only against calculation of 3% advance commission, subject to a minimum of € 80.
15.4 The principal is not entitled to suspend its payment obligations or to set off its payment obligations (arising from agreement or wrongful act).
15.5 In the event of late payment, the principal will be in default by operation of law without any notice of default being required for that purpose.As from the day following the day that the term of payment lapses, the principal owes a compound interest payment on the grounds of Article 6:119a of the Dutch Civil Code, in respect of the outstanding amount.
15.6 If the principal is in default, any damage and costs, both judicial and extrajudicial, which pertain to the collection will be for its account.The extrajudicial collection charges in respect of the amount due are fixed at 15% of the principal amount, subject to a minimum of € 150.
16. Security rights
16.1 Nunner Logistics has a right of pledge, a right of retention/lien and a right of suspension towards any person demanding issue thereof in respect of any property, documents and funds that Nunner Logistics has at its disposal or will obtain for any reason or for any purpose whatsoever, for any claims it has or may obtain against the principal and/or owner.
17.1 The principal cannot appeal to any defect in the performance of Nunner Logistics if the principal fails to submit a written complaint to Nunner Logistics within thirty (30) days of the defect having been ascertained, or should reasonably have been ascertained.
17.2 All claims against Nunner Logistics must be submitted to the competent court within twelve months of the damage being ascertained or should reasonably have been ascertained by the principal, failing which the right of the principal to compensation lapses.
18. Applicable law and competent court
18.1 All quotes, offers, instructions, assignments and legal relations ensuing from or related to these general terms and conditions, the agreement and/or the performance of the work are governed exclusively by Dutch law.
18.2 All disputes arising from or related to services provided by Nunner Logistics will be submitted exclusively to the Court of Rotterdam.