AGB

1. This transport order is binding even without counterconfirmation. Unterer's orders are placed exclusively on the basis of these terms and conditions. They shall therefore also apply to all future business relations, even if they are not expressly agreed again. The last version transmitted shall always apply. Counter-confirmations of the contractor with reference to his terms and conditions are hereby contradicted. Deviations from these terms and conditions shall only be effective if they have been confirmed in writing by Unterer. These terms and conditions shall remain effective even if individual parts should not be effective for any reason.

2. The Contractor shall have a corresponding transport liability insurance with a minimum coverage of Euro 250,000 (for cabotage transports within Germany Euro 600,000.00) per damage event (incl. Art. 29 CMR), subject to individual exceptions (see transport order page 1). The contractor shall provide proof of this insurance (e.g. policy or insurance confirmation in German or English). If this proof is not provided in accordance with the aforementioned requirements no later than 1 hour prior to the scheduled loading date, Unterer shall be entitled, irrespective of the occurrence of a loss, to procure transport liability insurance in the sufficient amount and to make a deduction from the freight rate in the amount of 3%. This does not affect the right to claim damages in excess of this amount.

3. Unterer assumes that the contractor has the necessary transport permits and also carries them in the truck (EU license, CEMT, etc.). Furthermore, the drivers used by the contractor have all the necessary permits (driver's license, ADR license for dangerous goods shipments, residence as well as work permit).

4. The use of sub-carriers requires the express written authorisation of Unterer. In the event of a breach of these instructions, the Contractor shall be liable for a contractual penalty of EUR 10,000.00 irrespective of the occurrence of any damage and shall be charged in addition to any damage incurred.

5. Freight inquiries as well as orders of Unterer may neither be tendered directly nor neutralized via freight exchanges. In case of violation we will charge the contractor a fee in the amount of Euro 5.000,00 plus VAT.

6. An absolute ban on loading and reloading shall be deemed to have been firmly agreed. Failure to comply will be considered a total loss.

7. To prevent damage and theft, the Contractor shall stop exclusively in guarded parking areas. The truck shall be specially secured against theft. The freight shall only be handed over to the consignee designated by Unterer - any change shall require Unterer's prior written confirmation.

8. The aforementioned deadlines (loading/unloading times) are fixed deadlines and are binding. If a contractor culpably violates these deadlines, he shall pay Unterer a contractual penalty in the amount of the damage incurred and proven for Unterer.

The contractual penalty shall be due immediately. Furthermore, we reserve the right to withhold the amount from freight payments and, if necessary, to offset it. Further claims for damages remain unaffected by this.

9. The takeover and delivery of the consignments by the driver in accordance with the number of items is deemed to be agreed. Should any discrepancies arise during takeover, Unterer must be informed immediately.

10. The contractor or the driver is responsible for the safe loading of the vehicle, in particular the compliance with the permissible axle loads, as well as the securing of the goods by means of lashing straps and barrier laths. Costs or delays resulting from non-compliance with these instructions shall be borne by the contractor.

11. In case of delays and / or transport obstacles of any kind, Unterer shall be notified immediately. In case of non-observance of stated deadlines as well as non-provision of a suitable vehicle, substitute procurement shall be carried out by Unterer, the additional costs incurred shall be borne by the contractor and may be deducted by Unterer from freight payments.

12. Procedure in case of damage The Contractor shall immediately notify Unterer and the Insurer in writing of any case of damage or claims for compensation raised against him. In the event of any damage which is likely to exceed the amount of Euro 3,000.00 or the amount of which cannot be reliably estimated, an average adjuster, who may be requested from the insurer, shall be commissioned without delay to assess the damage and his instructions shall be bindingly complied with. In the event that the Client commissions an average adjuster, the Contractor shall bear the costs incurred in this regard. Any traffic accident or theft must be reported immediately to the responsible police authority. The contractor has to contribute to the reduction of the damage, to obtain instructions of the customer and to follow them without restrictions. In the event of damage, we reserve the right to withhold the amount of damage from freight payments in order to clarify the business case and, if necessary, to offset it.

13. Pallet exchange
Euro pallets or E-PAL pallets must be replaced immediately. In case palettes are not replaced immediately, a deadline to return the palettes of a maximum of 14 days is stipulated. Failure to comply with this deadline will result in the Contractor being billed EUR 25,00 plus VAT per piece plus an administration fee of EUR 15,00 plus VAT or for the amount that the shipper invoices Unterer. A replacement after the deadline has expired is not possible and will therefore not be accepted. Any replacement of pallets, including the non-replacement has to be demonstrated by appropriate documentation. In the absence of a non-exchange certificate, the loading equipment will also be charged with EUR 25,00 per item or charged to the shipper's invoice amount. The pallet notes that are issued by the driver are only valid with the stamp and signature of the consignor or recipient of the goods. Remarks on the CMR-waybill must likewise be countersigned by whomever is involved in the replacement of the pallets, a verbal confirmation on its own is insufficient. Invoices related to pallets are due immediately. Furthermore, Unterer reserve the right to retain and offset pallet costs against freight rate payments, if required. Further claims for loss or damage shall remain unaffected.
Should it not be possible to exchange the full number of pallets delivered to the consignee, the consignee shall owe the delivering contractor directly. These pallet debts must be claimed by the carrier directly from the consignee. Unterer is not responsible for these pallet debts.

14. Demurrage regulations
24 hours are generally free of demurrage at loading and unloading points as well as border and inland customs offices. Reimbursable demurrage periods must be reported immediately; if the report is not made, the claim for demurrage shall lapse. Demurrage days will only be reimbursed by us if they are confirmed on the CMR or a waiting certificate with date, time, stamp and signature. Saturdays, Sundays and public holidays are generally free of demurrage. Demurrage will be reimbursed only if the demurrage is not the fault of the Ordering Party and the driver has kept all appointments given to him. Each full reimbursable idle time will be agreed separately in each individual case, but not exceeding Euro 30.00 per hour or Euro 250.00 per day (plus VAT).

15. Unterer points out that only invoices will be accepted which, in addition to the original receipted CMR waybill and any pallet slips, are also accompanied by the originals of all other documents accompanying the goods. In the case of refrigerated transports, the transmission of a legible temperature protocol is also required (see paragraph 20, point b). If no temperature protocol can be submitted, a confirmation or temperature statement from a workshop is required. It is also possible to switch to a credit note procedure at the request of the contractor after receipt of the freight documents.

We would like to point out that in the case of countertrades, we also carry out the offsetting of freight receivables irrespective of any payment terms. This serves to simplify payment processing, which in this case can take place in both directions.

16. We expect the complete original delivery receipts within 10 days after unloading at our premises. If this deadline is not met, we will immediately charge a lump sum of Euro 50.00 (plus VAT), which we will offset against your freight claims.

17. Payment term
The terms of payment specified in the transport order shall apply.

18. Prohibition of assignment
The contractor is not entitled to assign and/or sell claims against the client.

19. Set-off
a) The Client is entitled to set off all claims against the Contractor's claims, contrary to the conditions set out in the General Forwarding Conditions (AÖSp/ADSp).

b) Offsetting or retention against claims arising from the transport contract and related non-contractual claims is only permitted if the counterclaim is due, undisputed, ready for decision or legally established.

20. The Contractor is obliged to ensure that the driver spends the regular weekly rest period within the meaning of Article 8(6)EC Regulation 561/2006 outside the vehicle.

21. Compliance with minimum wage regulations
a) By concluding the contract, you confirm that you are aware of current regulations on compliance with and payment of a minimum wage in the Federal Republic of Germany and in France.

b) You guarantee us an independent compliance with the regulations of the MiLoG and the French Loi Macron by you as well as by your subcontractors or vicarious agents.

c) You agree to indemnify us against any and all claims for compensation raised by third parties and authorities due to violations of applicable minimum wage regulations, including fines, penalties, etc. based thereon.

22. Additional agreement in refrigerated transport:
a) Loading, unloading and transport temperatures must be checked and set according to the shipper's instructions. In case of ambiguity and discrepancies in the temperature specifications, Unterer is to be notified immediately. It must be ensured that the set refrigeration unit is operated continuously.

b) The contractor undertakes to keep temperature records for the entire period of the transport and to transmit them to Unterer GmbH without request. In the case of GDP transports, the recording interval may be set to a maximum of 15 minutes and the recording must already start one hour before loading.

All temperature records must be kept in accordance with the respective legal requirements to be applied (cf. inter alia Regulation (EC) No. 37/2005 of 12.01.2005 for frozen foods = at least 1 year; Guidelines 2013/C343/01 of 05.11.2013 for good distribution practice of medicinal products for human use = at least 5 years).

c) The driver shall pre-cool the loading area of the vehicle and ensure during loading that sufficient circulation of the cooling air is ensured and that the cargo does not damage the cooling equipment or render it inoperative, and in particular load third parties (shipper's loading personnel) in accordance with the above instructions.

d) Sufficient barrier bars must be carried for securing the load.

e) The loading area must be clean, dry, free of foreign odors and generally suitable for food transport (no meat tracks incl. hooks).

f) The truck used by the contractor must comply with the valid ATP regulations. A corresponding certificate as well as a confirmation of calibration shall be presented to us upon request.

23. All parts of the transport order are binding and must be complied with by the contractor. The contractor shall be liable to Unterer and its customers for violations of the requirements of the transport order. The contractor undertakes to indemnify Unterer against claims arising from violations and to bear any additional costs caused thereby. Unterer shall be entitled to charge such additional costs to the contractor and to deduct them from freight charges even without the contractor's consent.

24. Customer protection
The Contractor guarantees customer protection of Unterer. He may neither indirectly nor directly accept transport shipments nor transfer such orders to third parties that come from customers of the freight forwarder, who have become known to him within the framework of his activities with Unterer. In the event of a breach, the Contractor agrees to pay compensation for damages for any event in the amount of Euro 15.000.

25. The place of jurisdiction for both contracting parties is AT-6020 Innsbruck. This order is subject to the law of the Republic of Austria.

26. Privacy
Unterer confirms strict compliance with the legal requirements of the DSVGO. The currently valid version of Unterer's data protection agreement applies to this order and can be viewed on the homepage (www.unterer.at).

27. Quality
The Contractor undertakes to comply with the Code of Conducts of Unterer, which can be viewed on the homepage (www.unterer.at).

The Contractor also undertakes to comply with the IFS Logistics Requirements or GDP Directive in the event that the transported goods are foodstuffs or pharmaceutical goods.