The following Terms and Conditions are an English translation of the original ones in Spanish, available in www.suardiaz.local/condiciones-generales-de-contratacion/. In case of translation discrepancies, the original version shall prevail.
These General Terms and Conditions of Logistics Services are a binding part of the contract of services between the client and the company, and the parties commit to the fulfilment thereof and will govern the contractual relation between them for the services rendered.
1. SCOPE OF APPLICATION
These General Terms and Conditions apply to all logistics services offered by Suardiaz, whether in its capacity as freight forwarder, carrier, customs agent, authorized economic operator, warehousing and logistics operator, or any other activity that they may provide and may be applicable thereto.
These General Terms and Conditions are available to clients and the general public in any of Suardiaz’s offices in Spain and also on the company’s official website (www.suardiaz.com).
2. DEFINITIONS
- Suardiaz: refers to Logistica Suardiaz, S.L. and subsidiaries, as well as the different branches, agents, representatives and companies partially owned by Suardiaz, and/or whose control is held by Suardiaz that have rendered the services subject to these General Terms and Conditions.
- Suardiaz Logistics: is the commercial brand used by Suardiaz.
- Client: refers to the person for whom the company actually provides their services, as well as the person requesting their services for themselves or for third parties.
- Shipper/Sender: refers to the person who contracts, on their own behalf, a transport service and to whom the carrier is bound to deliver said service.
- Carrier: refers to the person who undertakes the obligation to carry out the transport in their own name, regardless of whether they do so using their own means or by contracting someone else for this purpose.
- Recipient/consignee: Refers to the person to whom the carrier has to deliver the goods at the place of destination.
- Shipper: means both the shipper and/or the client and the exporter, importer, holder of the bill of lading, owner and/or holder of the goods.
- <VGM>: means Verified Gross Mass, established in the SOLAS Convention (modification effective 1/07/16) and in “Container Weight Verification” also included in the ”IMO Guidelines, Section 6”.
3. GENERAL PROVISIONS
3.1. If there are no specific instructions in writing, Suardiaz may choose the itineraries, means and modes of transport that, in their judgment, are the most appropriate to carry out the transport and/or delivery of the goods under the best conditions.
3.2. The goods will always be dispatched at the risk and expense of the sender and/or consignee and the insurance will only be covered according to the instructions received from them in writing.
3.3. If the consignee or recipient does not take charge upon arrival of all or part of the goods, they shall be deposited at the risk and expense of the client and/or sender or the corresponding party, subject to the provisions of the Law or, where applicable, the uses of trade observed in the place of delivery.
4. DESCRIPTION OF GOODS AND PACKAGING
4.1. Suardiaz is guaranteed that the declaration of the goods is accurate with regard to their characteristics, description, brands, numbers, quantity, weight and volume, the client and/or sender and/or recipient answering for the liabilities for loss, damage, faults and/or penalties suffered by Suardiaz and/or third parties as a result of any inaccuracy in the aforementioned data, as well as those derived from improper, defective, or badly used packaging that causes damage or prejudice to the goods or handling equipment or means of transport, even when such inaccuracies or deficiencies arise during operations not directly executed by Suardiaz, who will also be compensated for the additional expenses caused by such causes.
4.2. Orders for loading dangerous goods must be notified by the shipper and/or client 24 hours before the deadlines required for conventional goods. Any shipment of dangerous goods must be within the ADR/IMDG regulations in force at any time. The sender and/or client is solely responsible for complying with current legislation, both in terms of packaging, documentation, brands, consignment notes and any other requirement that is necessary for the transport of the aforementioned goods, exonerating Suardiaz specifically from any liability derived from non-compliance before third parties.
In the event of omission or insufficient information, the sender and/or client will answer for the damages caused by the goods, Suardiaz having the right to be reimbursed for the expenses incurred for this reason and being exempt from any liability if the goods had to be unloaded, destroyed, neutralised or rendered harmless, as required by circumstances and with no right to compensation.
4.3. The guarantees and obligations of the shipper included in the previous points are extended in the case of shipments to the USA. The shipper and/or client are responsible for the requisites of prior information and documentation necessary for importation in said country that may be required by the authorities at any time, and will also answer for its accuracy and timeliness. Likewise, the shipper and/or client will be liable for any expenses, damage and loss that may arise from any breach, and Suardiaz will not be responsible for the consequences derived from not having been able to inform the US Customs of the nature of the shipment with the prescribed notice or of failures in the import documentation. In the event of omission or insufficient information, the shipper and/or client will also be liable for the damaged caused.
4.4. SOLAS container weight declaration. – The shipper guarantees the accuracy of the declaration of the content, weight and especially the certification of the container weight verification (VGM) as per the SOLAS Convention.
The shipper will be liable and must compensate Suardiaz and hold them harmless against any loss, damage or expenses, including fees payable to lawyers, experts and other legal expenses that arise or may arise from faults, errors or inadequacies in the shipper’s and/or client’s container weight declaration (VGM).
5. LIABILITY
5.1. Suardiaz’s liability, both for contractual and extra-contractual claims, shall be subject to the national or international regulations and standards applicable to the service in which the damage occurs.
5.2. Unless otherwise agreed in each case, Suardiaz will not be responsible for compliance with instructions given after the issuance of the shipping or transport documents, as well as for any contingency derived from said subsequent instructions.
5.3. In no case shall Suardiaz’s liability be greater than that assumed by railway companies, shipping companies, airlines, road transport companies, warehouses, or any intermediary intervening in the course of transport, in accordance with the regulations and international conventions in force.
5.4. When transport is carried out by two or more different mode of transport, the liability of Suardiaz shall be that applicable to the regulations of each stage or mode of transport. When the stage of the transport in which the damage occurred cannot be stablish, the liability of Suardiaz will be decided in accordance with the provisions of Law 15/2009 regarding the contracts of transport of goods by land. Likewise, any letter of claim regarding loss, faults or delays in the goods will be governed by the rules applicable to the mode of transport by which the delivery of the goods is made or should be made.
5.5. Under no circumstances will Suardiaz be liable for loss of profits, consequential, indirect, exemplary or punitive damages and, in particular, Suardiaz will not be liable for any interruption in production, business or sale resulting from delay, loss, theft or damage to the goods.
5.6. Suardiaz will not be liable for any errors in the labelling/declaration of value or similar made by the client, from which tariff consequences may arise. The client will respond to Suardiaz upon first request for the payment of the possible consequences of their error.
5.7 Suardiaz will not be liable for consequences relating to the transport of:
- Ingots and precious metal objects
- Banknotes, coins, bank cheques and credit cards
- Bonds and obligations, negotiable securities and shares
- Jewellery, works of art, antiques or precious stones
- Live animals
- Responsibilities arising from transport on the deck of a ship unless expressly agreed in writing between the parties.
5.8. Supervening Impediments before or during transport.
(i) If:
a. once the goods have been received by the carrier,
b. before or during the commencement of the maritime transport,
c. there are supervening force majeure circumstances (uncontrollable for the carrier through the exercise of reasonable diligence and beyond the control of the parties, such as, but not limited to, orders of the authorities, a natural occurrence, an armed conflict or terrorist attacks that hinder transit through key areas of international maritime traffic such as straits or canals, etc),
d. which subject the ship and/or its cargo to risks not contemplated when contracting the carriage,
e. and that would make more risky, difficult, onerous, impossible, illegal or prohibited its commencement and/or continuation,
f. or which cause such a long delay that it would not be reasonable for the parties to wait for their disappearance,
(ii) Then, the carrier may, at its sole discretion and notifying the shipper afterwards:
1. Terminate the contract of carriage at any time (whether or not carriage has commenced) and place the goods at the disposal of the shipper at any place or port that the Carrier deems safe and convenient, ceasing its liability for custody with such disposal.
1. If carriage has not commenced at the time of the termination of the contract, the carrier shall (if applicable) unload and return the goods loaded onto the vessel and the cost of such operation, as well as any additional costs or surcharges incurred as a result of the termination of the contract, shall be borne and paid entirely by the shipper.
2. If the carriage has commenced at the time of the termination of the contract, the carrier may arrive at the most convenient port and unload the goods there, requiring the shipper to take charge of them at that place. Any costs or surcharges incurred by the carrier as a result of the above will be paid entirely by the shipper. The carrier shall also be entitled to charge the freight in proportion to the distance travelled. In addition to the distance, the cost, time and risks of the part travelled in proportion to the total journey shall be taken into account for the calculation of the partial freight.
2. Do not terminate the contract of carriage and choose, at its sole discretion, one of the following options:
1. Transport the Goods to the Port of Unloading or the contracted Place of Delivery, as applicable, by an alternative route to the usual route for goods consigned to that Port of Unloading or Place of Delivery. In such a case, the carrier will be entitled to charge the total agreed freight plus the additional freight and costs that are caused by the diversion and/or change of the usual route, which will be fully assumed by the shipper; or
2. Temporarily suspend the Transport of the Goods and store them ashore or afloat, using their best efforts to try to re-dispatch and ship them as soon as possible, without guaranteeing a maximum period of suspension. In this case, the carrier will be entitled to charge the total agreed freight plus the additional freight and cost caused by the suspension of transport, the storage of the goods and the reshipment of the same, which will be fully assumed by the shipper.
(iii) The right of termination referred to in paragraph (1) above of this clause is not lost by the fact that the Carrier initially chooses not to terminate the contract in accordance with paragraph (2) above, so that the Carrier retains in any event the discretion to terminate the contract at any time.
6. LIMITATION OF LIABILITY
6.1. The liability of Suardiaz regarding loss or damage of the goods, is limited, at most, to the amounts established in the current regulations:
6.1.1. For land transport within Spain, the limitation provided for in article 57 of the Law 15/2009, of 11th of November, regarding the contracts of transport of goods by land, to 1/3 of the IPREM per kilogram of gross weight of damaged goods shall apply.
6.1.2. For international land transport, the limitation provided for in the CMR Convention (signed in Geneva on 19 May 1956 (BOE nº 109, of 7 May 1974, and its amending protocols), the amount of 8.33 Special Drawing Rights per kilogram of gross weight of damaged goods shall apply.
6.1.3. For the national and international maritime transport, the limitation provided for in the Hague-Visby Rules (International Convention for the unification of certain rules of law relating to bills of lading, of 25 August 1924, and its modifying protocols) or its amendments regulations, that is, the amount obtained from applying 666.67 Special Drawing Rights per unit of lost or damaged load or 2 Special Drawing Rights per kilogram of gross weight of damaged goods. The eventual responsibility for delay will be limited in terms of Spanish Shipping Law 14/2014, 24th of July.
6.1.4. For national air transport, the limitation provided for in Law 48/1960 of 21 July of air transport, to 17 Special Drawing Rights per unit of lost or damaged load shall apply.
6.1.5. In international air transport, the limitation provided for in the Montreal Convention (Convention for the unification of certain rules for international air transport, signed in Montreal on 28 May 1999), the amount of 19 Special Drawing Rights per kilogramme of gross weight of damaged goods shall apply.
6.1.6. In national railway transport, the limitation provided for in the section 57 of the Law 15/2009 of 11 November, regarding the contracts of transport of goods by land, 1/3 of the IPREM per kilogram of gross weight of damaged goods, shall apply.
6.1.7 In international railway transport, the limitation provided for in the International convention concerning international carriage per rail, made in Berna the 9 of May of 1980, appendix b (CIM), 17 units per kilogramme of gross weight of damaged goods, will be applied.
6.2. If Suardiaz were liable for the damages resulting from the delay in delivery, or for any indirect loss or damage other than the loss or damage of the goods, their liability shall be limited to an amount not exceeding the equivalent of the transport price under the contract entered into with the client.
6.3. The total accumulated responsibility of Suardiaz will not exceed the limits of responsibility for the total loss of the goods.
6.4. These limitations will apply to all claims directed against Suardiaz, regardless of whether the claim is based on contractual liability or non-contractual liability.
6.5. In the case of goods warehousing/storage services, the liability of Suardiaz will be limited in accordance with the provisions of the LOTT (Chapter I of Royal Decree 1211/90 applicable to transport auxiliary and complementary activities) at 4.5 Euros per kilogramme of gross weight of damaged goods.
7. INSURANCE
It is hereby stated that the contracting party of the service may request to Suardiaz to issue an insurance contract to cover the total value of the goods, subject to the payment of the corresponding premium. In the case of goods that are special given their value or size, an expert appraisal will be required.
8. PRICE OF CONTRACTED SERVICES
8.1. The transport and other services subject to Suardiaz’s activity are understood to be contracted in accordance with the rates in force at the time of the contract and within the limits set forth therein.
If there are no rates established, the contracting will take place at the usual/market prices corresponding to the place where the contract is established. Any additional expenses incurred as a result of events or circumstances subsequent to the date of the contracting or, as the case may be, to the date of issuance of the shipping or transport documents, shall be borne by the clients, provided they are duly justified and are not due to the fault or negligence of the parties who have intervened in the provision of the contracted services.
8.2. The payment of any expenses and services provided by Suardiaz will be made in cash, unless there are special conditions previously agreed.
8.3. Suardiaz has the right of lien and/or retention over the goods for all the amounts owed to them by virtue of the services entrusted to them by the same client and/or sender and/or recipient or the representatives of one or the other. They may enforce their right by any means deemed appropriate and admissible under the laws of the place where the rights are exercised or, failing that, the place of dispatch of the goods or the place where these are to be delivered. If the goods are lost or destroyed, Suardiaz has the same aforementioned rights regarding compensation that must be met and/or paid by insurance companies, transport companies or others.
8.4. In the event of delay in payment of any expenses and services rendered by Suardiaz, the debtor will be obliged to pay the interest on arrears established in Law 3/2004 of 29 December, on measures to combat late payment in commercial transactions, and other laws that might develop and/or modify it.
8.5. Regarding the deferment of payment of invoices, this will be limited to the term agreed in each case with the client, and will be the prerogative of Suardiaz, and will not exceed the invoice due date of 60 days from the date of the invoice or rendering of the service. However, this deferment may be cancelled/suspended unilaterally by Suardiaz if the client has exceeded the credit limit set by Suardiaz, or there are indications of the client’s lack of liquidity, Suardiaz having the right to demand immediate payment for the removal of the goods.
8.6. The client cannot compensate or refuse to pay for the services rendered at the due date of the invoices without the written consent of Suardiaz.
8.7. The client is obliged to pay not only the price of the services contracted with Suardiaz, but also any additional duly justified expenses incurred during the transport. Specifically, any expenses incurred as a result of delays in the reception and/or removal of the container at the port of destination will be the joint and several liability of both the shipper and/or client, and the recipient, before Suardiaz.
9. SUPPLIERS
9.1. In accordance with the Sixth Additional Provision of Law 9/2013 of 4 July, which modifies the LOTT (BOE 5-7-2013), the supplier expressly guarantees, accepts and understands that it is expressly prohibited to subcontract with third parties any land transport commissioned by Suardiaz. In the event of non-compliance with this rule, the supplier guarantees that it will be up to date with the payments of all subcontractors and that, should Suardiaz be held liable for any of these defaults, Suardiaz will be reimbursed for said payments (including damages caused). Failure to comply with any of these obligations will be sufficient cause for Suardiaz to terminate the contract with the supplier, if they deem appropriate, without the supplier having any right to compensation.
9.2. Notwithstanding the provisions of the clauses on the existing Contract between Suardiaz and the supplier, the latter undertakes to comply with the following obligations in the execution of the Contract:
- (i) Be up to date in the payment of all fees, taxes, insurance, wages and, in general, in all social and labour obligations that correspond to them as a professional and/or employer, relieving Suardiaz from any responsibility regarding these matters, Suardiaz being able, at any time, to request from the Contractor proof of compliance with said obligations. In the event that the supplier does not prove compliance with their obligations, Suardiaz may terminate the contract and/or suspend the payment of their services until said proof is provided.
- (ii) Perform their work in accordance with instructions received from Suardiaz.
- (iii) Deliver the Services within the established period and always keep Suardiaz informed as agreed without incurring delays.
- (iv) Allow the examination, control and information of the service contracted by Suardiaz.
10. NOTIFICATION AND LIMITATION
10.1. Actions for losses, breakdowns or delays cannot be exercised if, at the time of delivery of the respective shipments, the corresponding reservations have not been formalized. In the case of losses, breakdowns or delays in the material execution of the transport, any protests and reservations must be formulated under the terms and conditions indicated in the current regulations and in those established in the international Conventions that regulate the mode of transport in question.
10.2. All actions relating to the services provided by Suardiaz expire/terminate in the time period stipulated by the current regulations and, where appropriate, the international Conventions that regulate the different modes of transport, the limitation period starting on the basis of the provisions of each relevant regulation or Convention.
11. JURISDICTION
11.1. The client and/or sender and/or recipient expressly submit to the jurisdiction and competence of the Courts of Madrid, waiving any other jurisdiction that might apply, in relation to any claim directed against Suardiaz.
11.2. Suardiaz reserves the right to sue at the defendant and/or client and/or consignee and/or recipient’s place of residence.
12. DATA PROTECTION
12.1. Suardiaz hereby informs you that your data will be processed with the utmost confidentiality in accordance with the privacy and security policy of Suardiaz, as established by Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016 -EDL 2016/48900-, relating to the protection of natural persons.
12.2. Regarding the duty of information in the collection of personal data, the client is informed that their personal data, provided in connection with the contractual relationship, will be included in Suardiaz’s records of processing activities, the purpose of which is the provision of services and the management of information requests. The data collected can be transferred to banks and financial entities for the collection of services contracted by the client and to the public bodies and administrations that correspond by law.
12.3. The personal data provided will be kept by Suardiaz, while the business relationship is in force, or during the term of the contractual relationship. Once the business or contractual relationship is finalized, personal data will be blocked during the statutory limitation periods. In general, the data will be kept for 6 years, for business purposes and 4 years for tax purposes. Once the legal limitation periods have elapsed, the data will be destroyed. The legal basis for processing your data is Article 6.1 a) of the GDPR, by which the consent of the data subject is obtained. Article 6.1. b) of the GDPR also constitutes legal basis for: Processing required for the performance of a contract of which the interested party is a party or for the application, at the latter’s request, of pre-contractual measures.
12.4. In accordance with the Regulation (EU) No. 2016/679, General Data Protection, clients can exercise, completely free of charge, the rights of access, information, rectification, deletion and to be forgotten, processing limitation, opposition, portability and to be no longer subject to automated individual decisions, by sending an e-mail to the email address: dpo@suardiaz.com.
