T&C

Carriers

Version May 2021

Terms and conditions Carrier (“GT&Cs”) for the Platform (“Platform”)

§ 1 Parties to the Agreement

The parties to the Agreement for the use of the Platform and the freight services provided on the Platform are Saloodo! GmbH (“Saloodo!”) and the carrier (‘the Carrier”), being an entrepreneur within the meaning of section 14 (1) BGB. An entrepreneur within the meaning of section 14 (1) BGB means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. Saloodo! and the Carrier are also jointly called ‘the parties’.

§ 2 Subject matter

1) Saloodo! provides the use of the Platform for the Carrier including all functions described in section I. of these GT&Cs. The Carrier provides the transportation services described in section II. of these GT&Cs. Saloodo! provides the Platform that allows carriers, who provide transportation services to list their services on the Platform. The Platform digitally supports the end to end process from listing to payment processing of the offered services. The contract about the transportation services entered into under these GT&Cs (“Freight Contract”) is between Carrier and Saloodo!.

2) Saloodo! may link the use of the Platform or individual functions of the Platform, or the scope in which the individual functions and services may be used, to specific conditions, e.g. checking registration details.

3) Saloodo! provides the Platform and all functions on the basis of the current state of the art. Saloodo! may temporarily limit the use of the Platform if this is necessary with respect to capacity limits, the security or integrity of the servers or the implementation of technical measures and this is for the purposes of the proper or improved provision of the Platform services. In these cases, Saloodo! shall take the legitimate interests of the Carrier (Section 315 BGB) into account, e.g. via information provided in advance.

4) Where an unscheduled system downtime prevents contracts from being concluded or other functions of the Platform from working, the Carrier will be informed where possible by email or using another suitable means.

5) The Provisions in section III of these GT&Cs apply to all sections of these GT&Cs. Some clauses in section I also apply to the freight services, as indicated in the relevant clauses.

 

I. Special contractual provisions for the Platform services

§ 1 Service specification of the Platform

The Platform offers the Carrier the technical means, within the framework provided by Saloodo!, to use the Platform in order to inform itself about requests for freight services placed by Saloodo!’s customers, to offer such freight services to Saloodo! for its customers and to communicate with Saloodo! and its customers in relation to such freight services.

§ 2 Registration, conclusion of the contract for the use of the Platform and the Platform account

1) The proper registration and checking by the Carrier and the maintenance of an activated account on the Platform shall be a mandatory requirement and condition for the use of the Platform in accordance with these GT&Cs.

2) Only companies within the meaning of Section 14 (1) BGB shall be allowed to register as Carrier.

3) To register, the Carrier must complete the on-line registration form on the Platform and submit it.

4) The Carrier shall specify the data truthfully and in full on the registration form. The Carrier must notify Saloodo! of any changes in text form or by updating its information on the Platform without delay.

5) By submitting the registration form, the Carrier issues a binding offer to conclude a contract with Saloodo! about the use of the Platform (the “Platform Contract”) which incorporates these GT&Cs. Saloodo! can confirm receipt of the Carrier’s proposal by sending a registration confirmation in text form. The registration confirmation shall solely constitute information to the Carrier on receipt of the registration form and shall not constitute acceptance of the offer. Should Saloodo! accept the Carrier’s offer, Saloodo! sends an activation confirmation to the Carrier. The conclusion of the Platform Contract shall be affected in this way and the service may be used immediately thereafter.

6) The Carrier shall choose a secure password after the successful activation of its account. The Carrier undertakes to keep secret its password and any other access details relating to the use of the Platform and to carefully secure access to its account. The Carrier undertakes to inform Saloodo! immediately if it suspects that its account has been misused by any third party.

7) The Carrier shall be liable for the use of its account, whether authorized by Carrier or not. Where the Carrier is not responsible for the misuse of its account because there is no violation of existing duties of care, the Carrier shall not be liable.

8) The account may not be transferred to a third party without the explicit consent of Saloodo!.

§ 3 Use of the Platform functionalities

1) Saloodo! provides Carrier with functions and tools on the Platform to permit it to place Carrier Bids, to conclude Contracts and for all communication regarding the offered services (e.g. communication of arrival times).

2) Carrier shall only use the functions and tools provided by the Platform for the aforesaid communication unless another form of communication is explicitly indicated herein or unless it is technically impossible to do so.

§ 4 Conclusion of the contract for Freight services

1) The Carrier is under no obligation to place an offer for specific loads indicated by Saloodo! (“Carrier Bid”).

2) Saloodo! is under no obligation to request or to accept a Carrier Bid. Saloodo! is free to accept or reject any Carrier Bid, at its entire discretion.

3) The Carrier may place a Carrier Bid on the Platform.

4) A Carrier Bid in relation to a specific shipment is binding and may be accepted by Saloodo! during the period indicated on the Platform in relation to such shipment. Saloodo!’s sole duty is to communicate its acceptance or rejection to Carrier within such period.

5) A freight contract will be formed when Saloodo! accepts a Carrier Bid in writing (e.g. via the Platform or by e-mail).

§ 5 Licensing rights, general principles for using the Platform

1) Saloodo! grants the Carrier a non-exclusive licence, restricted to the term of the Platform Contract, to personally use the Platform web frontend and related mobile applications and to use the API interface (including all updates, upgrades, new versions and replacement software) in accordance with the relevant applicable licence documentation. Upon request, Saloodo! provides the Carrier with the licence documentation. The Carrier shall not lease, confer, or provide in any other way the above rights of use to a third party.

2) The Carrier shall not be entitled without explicit prior written consent to use, exploit or modify the “Saloodo!” trademark (words and image).

3) The Carrier shall comply with the usage requirements provided on the Platform, as well as with instructions that the Carrier receives from Saloodo! as regards services. This shall, for example, also apply to usage and integration requirements that exist based on legal provisions.

4) When using the Platform and offering freight services to Saloodo! the Carrier shall comply with the relevant applicable provisions of the Platform for offering freight services, in particular the requirements for offering its services in accordance with section II. below and shall comply with the applicable laws, in particular the provisions relating to data protection and transportation law.

5) The Carrier itself shall be responsible for archiving on its own storage medium the information which can be viewed on the Platform that the Carrier requires for the purposes of performing the freight contracts, securing evidence, accounting, etc. The Carrier agrees that Saloodo! may save any information shown on the Platform but is not obliged to do so.

6) If the Carrier fails to comply with the requirements of this clause 5, the Carrier shall be liable for damages that are incurred by the Carrier, Saloodo! or any third party.

§ 6 System integrity

1) Saloodo! ensures that its information security is in line with International Standard Organization ISO 27001/2013. This means that Saloodo! implemented appropriate security measures to protect its IT-systems, such as anti-malware (including preventive and protective measures) and log management and monitoring solutions. This is Saloodo’s entire obligation regarding the security of the Carrier’s Information and Saloodo!’s IT-systems in connection with the Carrier’s use of Saloodo’s Services. The Carrier is responsible for maintaining back-up copies of its Information and protecting its own IT-Systems.

2) The Carrier shall be prohibited from using mechanisms, software or other scripts in conjunction with the use of the Platform that may negatively impact or disrupt the functions of the Platform.

3) The Carrier shall be prohibited from taking measures that may result in an unreasonable or excessive load on the Platform, or on the technical infrastructure associated with it.

4) The Carrier shall be prohibited from blocking the content generated by the Platform, overwriting it, modifying it or tampering with it in any other way which may have an adverse effect on the content or functions of the Platform.

5) The Carrier is obliged to protect the Platform against unauthorized access by third parties, against the unauthorized sending and receiving of data or against comparable misuse and against loss, destruction or damage to data, insofar as this is possible within his sphere of influence. In particular, he will keep his passwords and other access data secret and not pass them on to third parties.

6) The Carrier and third parties attributable to him are not permitted to:

– carry out security tests (e.g. pen tests), performance tests (e.g. load tests), stress tests or similar tests on the Platform or its individual functions,

– reverse engineer, decompile, disassemble or derive the source code, the underlying ideas, algorithms, structure or organizational form of the Platform or its individual functions;

– carry out any of the following actions, which are collectively referred to as “cyber attacks”:

  • preventing, damaging or taking measures that endanger the accessibility, functionality or security of the Platform or individual functions;
  • disrupt, change or deactivate functions, functionalities or security controls of the Platform or individual functions;
  • bypass, avoid, remove, deactivate or otherwise circumvent protective mechanisms of the Platform or individual functions;
  • introduction of viruses, Trojans, worms, logic bombs or other technologically harmful or malicious materials or implementation of (distributed) denial-of-service attacks or other hacker attacks;
  • Obtain information illegally (e.g. through phishing or (social) pharming), or illegally use or employ authentication keys or user credentials such as usernames, passwords, credit card information of third parties;
  • engage in corporate espionage in order to obtain data and / or information (in particular data and / or information that constitutes business or trade secrets) by engaging in one of the above actions.

 

7) Except as permitted by clause § 5 (5) the content stored on the Platform may not be copied nor distributed, nor used or reproduced in any other way without the prior consent of the legal owner. This shall also apply to copying using “robot/crawler” search engine technologies or using other automated mechanisms.

§ 7 Measures by Saloodo! in the event of violations of rights by the Carrier

1) In addition to any rights it may have under applicable law, Saloodo! shall be entitled to take one or more of the following measures if there is reason to suspect that the Carrier has violated legal provisions, these GT&C, specifications relating to the Platform or the Contract, or if Saloodo! has any other legitimate interest, particularly as regards the protection of a party against fraudulent activities:

  1. Issue a warning to the Carrier;
  2. Reduce/limit the use of the Platform functions;
  3. Impose a temporary block;
  4. Impose a permanent block.

 

2) Saloodo! may disclose to its customers the identity and performance criteria (e.g. reaction times, overall satisfaction) of the Carrier. The Carrier’s performance and its use of the Platform will also be monitored by Saloodo!. If general Carrier performance is low, or if the Carrier is not using the Platform correctly or in good faith, Saloodo! may cancel Carrier’s use of the Platform.

§ 8 Liability

1) Saloodo! shall only be liable for the infringement of essential obligations, the infringement of which jeopardises the achievement of the purpose of the Platform Contract, or of which the observance is vital for the proper performance of the Platform Contract, and on whose compliance the Carrier can normally rely (“cardinal obligation”). In the case of infringement of a cardinal obligation Saloodo! shall only be liable for foreseeable loss/damage which would reasonably be anticipated in a typical case under the Platform Contract. The above limitation of liability shall not apply in the case of

  1. damage caused by intent or gross negligence,
  2. personal injury (to life, limb or health).
  3. as well as obligations guaranteed by Saloodo! (Garantieübernahmen).

 

2) Saloodo! shall not be liable if the circumstances substantiating a claim asserted against Saloodo!

  1. relate to an unusual and unforeseeable event over which Saloodo! has no influence and the consequences of which could not have been avoided despite exercising due care, or
  2. have been caused by Saloodo! based on a statutory obligation.

 

3) Furthermore, Saloodo! shall not be liable for any downtime or incidents in the technical infrastructure, which are based on unforeseeable events for which Saloodo! cannot be held responsible (force majeure). Force majeure shall be deemed in particular to be wars, unrest, natural disasters, fire, cyber-attacks by a third party (e.g. those caused by computer viruses or denial-of-service attacks) or other information security related threats, power failures, official orders, strikes or other measures of industrial dispute and the failure or restriction of services of communication networks and gateways of other operators.

§ 9 Contract term and termination

1) The term of the Platform Contract shall commence on the date on which Saloodo! confirms its registration to the Carrier (access) and shall have a term of an indefinite period (“contract term”).

2) Each party may terminate the Platform Contract at any time by giving one (1) week written notice to the other party at any time. Upon termination of the Platform Contract, all rights and obligations of the Carrier from the GT&C shall cease to be valid. Termination will not affect any Freight Contracts concluded prior to the date of termination. The Carrier shall continue to have access to the functions of its account needed for this reason for up to four weeks after the termination takes effect.

3) The right to terminate the Platform Contract for good cause shall be unaffected. Saloodo! shall have the right to termination for good cause, in particular if

  1. The Carrier is in liquidation or insolvency proceedings are initiated with respect to Carrier’s assets, or if Carrier sells all or parts of its assets, its company or its business outside the normal business process, or
  2. The Carrier has provided incorrect information about its financial situation, where this information is particularly important as regards the decision made by Saloodo! on whether to enter into the Platform Contract, or
  3. The financial situation of Carrier deteriorates whereby the return payment of amounts or the fulfilment of other obligations vis-à-vis Saloodo! is questioned.

 

4) Either party shall be entitled to termination for good cause only after the expiry of a reasonable period of time granted to remedy the breach or if a warning letter from the other party failed, unless this time period or warning letter can be dispensed with under applicable law due to the specific circumstances of the individual case.

§ 10 Exercise of rights by third party, transfer of the Platform Contract

1) For the purpose of performing the Platform Contract Saloodo! may use other companies or inhouse branches as vicarious agents.

2) Saloodo! is also entitled, with a notice period of four (4) weeks and within the legally admissible framework, to transfer its rights and obligations from the Platform Contract in whole or in part to a third party. In this case, Carrier shall be entitled to immediately terminate the Platform Contract.

§ 11 Jurisdiction, applicable law

1) The Platform Contract shall be subject to the law of the Federal Republic of Germany.

2) The place of jurisdiction for any and all disputes arising from the Platform Contract shall be Bonn, Germany.

 

II. Special contractual provisions for the freight services

§ 1 Scope

1) These freight terms (these “Terms”) shall apply to all services provided to Saloodo!, for the carriage of goods in national and international road transport (the “Services”) by Carrier and ordered via the Platform.

2) The application of the Carrier’s own standard terms and conditions is excluded.

3) For cross border transport, the conditions of the Convention on the Contract for the International Carriage of Goods by Road (CMR) will apply.

§ 2 Carrier’s obligations

1) The Carrier certifies that it has reviewed and understood Deutsche Post DHL’s Supplier Code of Conduct (“CoC”) which is set out at http://www.dpdhl.com/en/responsibility/responsible_business/group_policies/supplier_code_of_conduct.html and warrants that it will comply with the  CoC, as amended from time to time. The Carrier will conduct training of its employees to ensure compliance with the CoC. The Carrier agrees that Saloodo! is entitled to perform a compliance audit on the Carrier if Saloodo! has reason to believe that the Carrier has materially failed to comply with the CoC. The Carrier also agrees to complete a third party due diligence screening process at Saloodo!’s request.

2) The Carrier will ensure that the goods are accepted on time, within the agreed time window at the loading point, carried and delivered on time and free from loss and damage, to the consignee at the destination. It will notify Saloodo! immediately of any hindrances to taking over, carriage and delivery and of any delays which become apparent and any loss or damage of the goods and of all other interference with and threats to transport, including when these are the result of circumstances which the Carrier could not avoid, and will seek the instructions of Saloodo!. In the event of an accident, fire or theft, the local police authorities must always also be notified. The information described in this section shall also be transmitted via the Platform by the Carrier.

3) While the services are being performed, only the employees who are required to be in the vehicle in order to perform the services are permitted to be in it.

4) The Carrier will assume responsibility for the securing of the goods on the vehicle.  The Carrier is obliged to provide the load securing devices. The Carrier is obliged to supervise the loading and must ensure that the loading is consistent with the safe operation of the vehicle.

5) Guarded parking spaces or enclosed private property are to be used if a vehicle is parked and left unattended, particularly during rest periods as well as at weekends. The parked vehicle is to be locked and secured.

6) Transshipping of the goods as well as for booked complete loads, the taking over of any further goods is strictly prohibited unless Saloodo! has given its written consent in advance.

7) The Carrier will fully and accurately record the acceptance and delivery of the goods both on the transport documents and using the Platform. The Carrier will upload proof of delivery to the Platform within one working day from delivery. The Carrier will keep proof of delivery for four years from date of delivery and is obliged to provide Saloodo! with this delivery receipt within seven calendar days of request by Saloodo!. When goods are accepted, and at each subsequent interface, the Carrier will check the goods for completeness (number of packages) as well as for externally visible damage and broken seals and closures and will record any irregularities in writing on the transport documents and via the Platform. The Carrier will ensure that irregularities that occur are confirmed by the party from whom it has accepted the goods and by the party to whom it hands the goods over, in writing and giving the details. An interface is any transfer of the goods from one legal entity to another as well as the delivery at the end of any leg of a route.

8) The subcontracting of the services or part thereof requires the prior written consent of Saloodo! In the event that the Carrier subcontracts the Services or any part thereof, the Carrier shall remain liable to Saloodo! as if the Carrier had provided the Services itself. Any agreement that the Carrier may subcontract any of the Services or part thereof shall not relieve it of any of its liabilities or obligations under the terms of the Freight Contract. Third tier subcontracting is strictly prohibited. The Carrier is not permitted to use freight exchanges to subcontract orders.

9) If the Carrier does not comply with the agreed obligations, Saloodo! will also be authorized to commission a third party to perform the Services. The Carrier will refund to Saloodo! any additional costs incurred.

10) In case of system downtime the Carrier is obliged to provide the relevant information to Saloodo! where possible by E-Mail or using another suitable means.

§ 3 Vehicles used

1) The Carrier will only use vehicles that are in a technically sound, clean and roadworthy condition and that undergo repair and maintenance at the legally required intervals or any shorter intervals recommended by the manufacturer. In addition the loading space must be dry, free of dust, odorless and waterproof. The booked loading space must be empty.

2) Only vehicles that comply with the current standards, in particular the current European emission standards, are permitted. All vehicles must have a top speed limiter, idle cut-out, low rolling resistance tires, automated manual transmission, permitted aerodynamic enhancements and where applicable, flat walled loading equipment (swap bodies, semi-trailers).

The Carrier ensures that not later than 12 months after the market introduction of a new and higher emission class, all vehicles used for performing the Transport Services for Saloodo! fulfil this higher emission class. Only rigid sided vehicles that are fitted with the required loading safety devices, so that the goods are protected at all times against loss and damage, and in particular against access by unauthorized persons, are permitted.

3) The vehicles must be fitted with a mobile receiver (e.g. a smartphone or a comparable device) with internet access and GPS functionality that is activated during the time the Services are being provided. The Carrier must always inform Saloodo! of the current telephone numbers. The carrier must ensure that the driver is accessible by phone at all times and to the extent that this is possible for him safely and in compliance with the relevant laws, he must check the mobile app for updates and new communications at regular intervals and update the current shipment status in the platform or in the mobile app as defined below without delay:

a. Assign driver (optional)
b. Confirm taking over of the goods
c. Confirm delivery of the goods

 

§ 4 Other obligations of the Carrier

1) The Carrier warrants that it holds the necessary permits (e.g. permission to carry out commercial road haulage, Community license, third country permit, CEMT permit, Swiss license) in accordance with the applicable law. The Carrier will immediately notify Saloodo! of the loss or refusal of a necessary permit. Moreover, the Carrier will present, at Saloodo!’s request, the necessary permits and authorizations, a copy of its entry in the commercial register and/or proof of its registration as a business. The Carrier is responsible for presenting a current police clearance certificate for Carrier or for its employees and subcontractors and their employees which show no criminal records due to offences against property or traffic offences. At the request of Saloodo! the Carrier will expressly confirm this.

2) In the event that the Carrier and Saloodo! agree that the Carrier will provide services for Saloodo!, the Carrier warrants that it is sufficiently equipped in terms of its human and material resources and its operational organization to be able to perform the agreed services in compliance with the applicable working time regulations for crews of vehicles (e.g. social legislation: Regulation (EC) 561/2006) and driver regulation).Even in the event of unforeseeable obstacles to transport or delivery or other disruptions to the transport process, the Carrier will take all necessary measures to ensure compliance with these regulations.

3) The Carrier will guarantee for itself, and on behalf of any subcontractor used in the performance of the Services, that the Services will be executed in accordance with the statutory provisions applicable to its employees, in particular in compliance with the social welfare provisions and the applicable laws on minimum wages. The Carrier will guarantee to Saloodo! for itself, and on behalf of any subcontractor used in the performance of the Services that:

  1. all employees engaged in the execution of the Services will receive the correct and legal salary and benefits in compliance with current applicable legislation and the provisions of any collective bargaining agreements in force for the categories of which they form part;
  2. it has not been sanctioned in the past by a public authority or a court as a result of violations relating to payment of salaries and benefits or social security contributions;
  3. it has never been excluded from public contracts for this reason.

 

4) Carrier will also conclude identical or at least similar agreements with its subcontractors and will pay them remuneration that allows them to pay their employees the minimum wage and social security contributions.  It will grant Saloodo! the right to check compliance with all applicable statutory provisions at any time. These checks may be carried out either by Saloodo! or by a third party on Saloodo!´s behalf. The Carrier will assist in these checks and work closely with Saloodo! or the third party appointed by Saloodo!. The Carrier will provide documentary evidence of compliance with the applicable legal provisions upon request. If, due to requirements imposed by Saloodo!, the Carrier runs the risk of noncompliance with these legal obligations, in particular with the driving and rest hours, it will immediately bring this fact to Saloodo!´s attention in writing. The Carrier must immediately inform Saloodo! about the start of any official measures including criminal or administrative proceedings against the Carrier or its vicarious agents including subcontractors, insofar as these are related to the provision of the services for Saloodo!. This applies in particular to measures or investigations for property or traffic offences, for violations of social regulations and other labor law regulations including minimum wages. The carrier will notify Saloodo! immediately if sanctions or exclusions as mentioned in § 4 3) 2. and 3. above occur.

5) The Carrier will adhere strictly to the relevant provisions on the transport of hazardous goods. In the event that hazardous goods have to be carried it will, where necessary, use only personnel and vehicles that have an ADR training certificate and are equipped to carry hazardous goods in accordance with the applicable regulations for the carriage of hazardous goods, e.g. ADR. The Carrier will, if necessary, ensure that the required protective clothing is worn. The Carrier will furthermore adhere strictly to any applicable rules on cabotage transports.

6)  When transporting food, the Carrier must comply with the food law requirements applicable to it as a food business operator.  In addition, the Carrier warrants to use only suitably dressed employees who have received regular training in personal, product and transport hygiene when transporting foodstuffs, IFS food products and IFS non-food products (as defined in the current IFS Logistics Standard Part 1, Annex 4). Further, the Carrier warrants to comply with all requirements of the current IFS Logistics Standard (Part 2, Chapter: 3.1-2, 4.1-3, 5.3-6, 6.3, available at: http://www.ifs-certification.com -> Standards -> IFS Logistics) applicable to transport in order to guarantee the safety of foodstuffs, IFS food products and IFS non-food products during transport and to avoid health risks for the consumer.

7) For security reasons there may be video surveillance at the loading and unloading point. The Carrier will ensure that his employees are informed about the possibility of video surveillance.

8) The Carrier will only use employees with the necessary knowledge and capabilities and the required reliability for carrying out the Services. The Carrier will train its employees regularly, especially with regard to carrying the necessary documents and complying with the applicable legal requirements, and also notify them that illicit drug consumption is prohibited. It will only employ persons who hold the required driving license, the required professional driver’s qualification and a current police clearance certificate. Persons, who have previous convictions for offences against property, in particular for theft, embezzlement and robbery, or for traffic offences, must not be employed under any circumstances to perform the Services. The employees must be well presented when they meet Saloodo!’s customers or Saloodo!’s employees and should preferably be able to speak the language in the country of origin and/or destination of the transportation and/or English.

9) The Carrier will, on demand and at short notice, provide Saloodo! with a list of the names of the subcontracted carriers used, and notify it of any changes to the lists. In addition, in the event of a legitimate interest from Saloodo!, the Carrier must inform Saloodo! on request which driver (full name and business address) has been used by it or its subcontractor for a particular transport. A legitimate interest of Saloodo! exists, for example, if there are complaints about improper behavior or a violation of applicable house or yard rules or if there are indications of legal violations or criminal behavior. If there are such complaints or indications, Saloodo! is also entitled to refuse further use of the driver for the provision of the services. Saloodo! is authorized to save and use the data for contractually agreed purposes in accordance with the applicable data protection law.

10) The Carrier will carry on each transport all legally required documents and on request hand them and the other documents mentioned in clauses 4.1 – 4.9 above (apart from the police clearance certificates) over to Saloodo! for checking whenever Saloodo! performs an inspection. The documents mentioned in Clause 4.1 sentence 1 must not be shrink-wrapped or covered in a similar way by a non-removable protective film. Moreover, the Carrier will authorize Saloodo! and any third parties commissioned by Saloodo! to perform vehicle checks at any time. The Carrier will issue corresponding general instructions to its employees. If checking the documents reveals any breach in relation to the vehicle or the employees, Saloodo! can refuse the employee or to have the vehicle loaded and demand their immediate replacement by an employee or vehicle that meets the requirements of the Freight Contract or Saloodo! may simply terminate the Freight Contract with immediate effect. The Carrier is obligated to pay compensation for any damage incurred by Saloodo! through the violation of the obligations of this paragraph.

11) The Carrier will strictly adhere to the patent rights, utility model rights, trademark protection and all other rights of Saloodo! and its affiliates to protect the ownership, in particular in terms of dealing with its logo, brands etc. and will avoid any impairment or improper use and will only use such logos, brands etc. as agreed with Saloodo! and in accordance with Saloodo!’s instructions.

12) The Carrier confirms that it will observe all applicable export control laws and regulations and will not maintain any relationships with persons or organizations subject to restrictive economic measures by relevant national governments or international organizations for export control and economic sanctions purposes. The Carrier represents and warrants that it is not owned, affiliated or otherwise controlled (whether directly or indirectly) by a Denied Party and it will not engage, deploy or use any Denied Party as employees, subcontractors or agents for the delivery of Products or the performance of the Services to Saloodo!.

§ 5 Charges

1) The Carrier Bid is an all-inclusive price.

2) Saloodo! will pay the agreed freight plus further agreed surcharges. If several delivery attempts are necessary for reasons for which the Carrier is not responsible, the Carrier shall only receive additional remuneration if he has notified Saloodo! of each failed delivery attempt prior to leaving the place of delivery. In this case, from the third delivery attempt, he will receive a fee of € 20,00 for each attempted delivery.

3) The settlement of the freight charges is subject to the communication of pickup and delivery times and uploading on the Platform by Carrier of the following confirmations from the consignee:

  1.  a complete and legible delivery receipt that is properly made out (with the signature of the consignee, as well as the time of Carrier arrival) as well as
  2.  a confirmation from the consignee that either no pallet exchange has taken place at the place of unloading (“Non-Exchange Confirmation”) or confirmation of the number of pallets so exchanged (“Exchange Confirmation”).

 

4) Once the requirements of Clause 5 3) above are met, Saloodo! will provide the Carrier with a self-billing invoice in accordance with sect. 14 (2) sentence 2 German VAT Act. Carrier must check and communicate potential corrections of the invoice via the Platform within one working day. As from that moment, the self-billing invoice is considered as approved and final and no further objection to it by the Carrier is possible. The Carrier may not issue an invoice to Saloodo!. The Carrier hereby declares either that he does not fall under the scheme for small undertakings according to Art. 281 – 292 Council Directive 2006/112/EC or that he renounces the application of the simplification rule.

5) Saloodo! will make payment of any undisputed freight charges within 14 days of uploading of delivery receipt and the Non-Exchange Confirmation or the Exchange Confirmation, as applicable. If an Exchange Confirmation has been uploaded Saloodo! will deduct from the freight charges an amount of € 6,00 per pallet which according to the Exchange Confirmation has been received by Carrier at the place of unloading. If neither a Non-Exchange Confirmation nor an Exchange Confirmation has been uploaded Saloodo! will make payment of the undisputed freight charges within 28 days of uploading of the delivery receipt but will deduct an amount of € 6,00 per pallet which has been taken over by the Carrier at the place of loading. Carrier shall ensure that its payment details are always accurate.

6) Any claims of the Carrier in the event that Saloodo! cancels a freight order are excluded.

7) Any claims by the Carrier for demurrage are excluded unless the waiting time exceeds the waiting time specified below, in which case Saloodo! is obliged to pay an amount of € 17,50 per 30 minutes, beginning after 30 minutes extra waiting time (demurrage), provided that the waiting time is either not due to reasons within the control of the Carrier or is agreed with Saloodo!. The waiting period must be confirmed in writing by the consignor or consignee.

The time for loading and unloading – irrespective of the number of shipments per loading or unloading location – shall be for goods of any kind loaded on pallets

  1. up to ten Europallet storing positions: maximum 30 minutes,
  2. up to twenty Europallet storing positions: maximum 60 minutes,
  3. more than twenty Europallet storing positions: maximum 90 minutes.

 

In all other cases, for goods (excluding bulk goods) with a handling weight

  1. up to three tons: maximum 30 minutes,
  2. up to seven tons: maximum 60 minutes,
  3. more than seven tons: maximum 120 minutes.

 

8) The arrival times and the duration of the waiting time must be documented by Carrier via the Platform on the same day as they occurred. If this is not documented on the same day the Carrier cannot claim any remuneration for demurrage.

9) Claims in excess of the agreed remuneration for deviations in the goods to be transported from the specifications in the freight contract are only permitted in the case of more packages or higher consignment weights or bigger shipments. Claims must be made to Saloodo! within three (3) days of delivery and must include proof of the deviations.

§ 6 Liability and Indemnification

1) It is acknowledged by the Carrier that Saloodo! provides logistics services for its customers. As such, if the Carrier breaches these Terms or otherwise causes or permits loss, damage or delay, Saloodo! is likely to suffer loss itself or incur a liability under the terms of the agreements it has with its customers.

2) Subject to the provisions of clauses 6 3) and 6 4), the Carrier agrees to indemnify Saloodo! against all claims, demands and losses whatsoever and by whomsoever made arising from or in connection with the Services, whether such losses are incurred by Saloodo! under the terms of any agreement with its customers (in which case the Carrier shall be liable to the extent set out in such agreement), or are otherwise incurred by Saloodo!. For clarity, this obligation to indemnify Saloodo! includes any claims against Saloodo! arising from alleged violations of any applicable law on minimum wages, social security contributions, cabotage rules or social regulations such as laws on driving times and rest periods.

3) Liability of the Carrier under the carriage contract will be in accordance with the provisions of Part Four of Book Four of the German Commercial Code (HGB). In accordance with Section 449, paragraph 2, number 1, HGB in case of national transports in Germany the damages payable for loss of or damage to the goods, in derogation of Section 431, paragraphs 1 and 2, HGB is limited to 40 accounting units (special drawing rights of the International Monetary Fund – SDR) per kg of gross weight of the shipment, if and to the extent that Saloodo! has a correspondingly high external liability for which it has a right of recourse. In case of national transports in countries other than Germany, liability of the carrier under the carriage contract will be in accordance with the provisions of the respective national transport law and the local freight forwarding conditions of that country if included here https://www.saloodo.com/terms-conditions/domestic/. Any higher statutory liability accruing to the Carrier will be unaffected by the above rules.

4) Insofar as the CMR or any similar mandatory legislation is compulsorily applicable to any of the agreements with Saloodo!’s customers or to the Services, the Carrier shall indemnify Saloodo! for Saloodo!’s liability under the CMR or any similar mandatory legislation.

5) In addition to the Carrier’s liability under the above clauses, the Carrier shall indemnify Saloodo! for all costs incurred by reason of Saloodo!’s defence of any claim made against it arising from or in relation to the Services. Costs shall, for the purposes of this clause, include, but not be limited to, any legal costs incurred by Saloodo! and any third party costs which Saloodo! is ordered to pay or reasonably settles.

6) Except in the case of death or personal injury caused by Saloodo!’s negligence, Saloodo!’s liability to the Carrier shall not exceed the sum of 20.000 Euro.

7) Saloodo! shall under no circumstances whatsoever be liable to the Carrier for any loss, claim, costs, damage, indemnity or expenses of any indirect or consequential nature suffered by the Carrier including, but not limited to, any indirect or direct economic loss or loss of business, goodwill, market share or profits howsoever arising, including due to Saloodo!’s negligence.

§ 7 Insurance and claims handling

1) The Carrier undertakes and agrees:

  1. to obtain and keep in full force and effect at all times the following policies of insurance:
  • Employers’ liability as required by the law applicable in the jurisdiction in which the Services are to be provided;
  • Vehicle liability as required by the law applicable in the jurisdiction in which the Services are to be provided. There must be a minimum coverage of 50 Mio. EUR (a minimum of 7.5 Mio. EUR for personal injury, of 1.22 Mio. EUR for property damage and of 50,000 EUR for pure financial loss);
  • Non-owned trailer physical damage coverage (hull coverage) for Saloodo!’s or Saloodo!’s customer equipment whilst under responsibility of the Carrier covering loss of or damage to such trailers, swap bodies, containers, chassis, etc.;
  • Comprehensive general liability to cover the Carrier’s legal liability for personal injury and/or death to third parties (including the employees of Saloodo!) and or damage to third party property (including the property of Saloodo!). There must be a minimum 2.5 Mio. EUR blanket coverage and coverage of 25,000 EUR for damage to property exposed to the Carrier’s handling or processing (Bearbeitungs- und Tätigkeitsschäden);
  • Cargo liability sufficient to cover the liabilities assumed by the Carrier under these Terms or otherwise assumed in the provision of the Services. The Carrier’s obligation to take out an adequate cargo liability insurance is supplemented as follows: A commercially available cargo liability insurance is required fulfilling at least the conditions stipulated under Section 7a of the German Road Haulage Act (Güterkraftverkehrsgesetz – GüKG) (minimum coverage of 600,000 EUR) with the extent of liability mentioned under II § 6 clause 3) (including increased liability up to 40 SDR/kg and coverage of cabotage transports in Germany; no sub-limits for certain products including valuable and high theft-risk goods; no sub-limit in case of liability for qualified fault according to Section 435 HGB and Article 29 CMR) or in case of liability under CMR (minimum coverage of 250,000 EUR). The cargo liability insurance must also cover transport services which are not subject to the GüKG.

2. to deliver to Saloodo! upon Saloodo!’s request copies of all those insurance policies detailed in Clause 7 1) above;

3. to notify Saloodo! immediately of any material change to or cancellation of any of the insurance policies detailed in Clause 7 1) above;

4. to notify the respective underwriters of the insurance policies detailed in Clause 7 1) above of the relevant parts of these GT&Cs.

2) The Carrier must ensure that all claims for damages asserted by Saloodo! will be processed without delay and will be reported to the Carrier’s insurer. The Carrier will notify Saloodo! of the insurer’s reference number.

3) In the event of damage to property or personal injury caused or suspected to have been caused by employees of the Carrier during the acceptance, carriage or delivery of the goods at the customer’s, consignee’s or other party’s premises, Saloodo! reserves the right, to disclose the Carrier’s name, address and contact details to the customer or consignee on request for the purpose of clarifying the circumstances of the damage.

4) If Saloodo! or Saloodo!’s customer provides the Carrier with equipment (trailers or swap bodies) within the framework of the Freight Contract, the Carrier must adequately insure its liability for damage to the equipment provided by Saloodo! (for example, by a non-owned trailer physical damage coverage (hull coverage)/WACS policy) for at least 30,000 EUR per incident of damage. For each tractor-trailer combination, blanket coverage must be obtained for two loading units and, for each semi-trailer, blanket coverage for one loading unit.

5) If the Carrier is unable, before the order is carried out, to fully prove that it has taken out a cargo liability insurance and, if applicable, non-owned trailer physical damage coverage (hull coverage) in accordance with the above minimum requirements, Saloodo! is entitled, but not obliged, to arrange for separate supplementary cover to the cargo liability insurance and, if applicable, the non-owned trailer physical damage insurance of the Carrier and to charge the Carrier for a risk-related fee of 25 EUR per transport.

§ 8 Handling fee

In each of the cases listed below, the carrier is obliged to pay a handling fee of € 25:

  • If Saloodo! in accordance with II § 2 clause 9 of these GT&Cs commissions a third party with the performance of the freight contract.
  • If the carrier does not upload the proof of delivery on the platform within 3 working days from delivery.

 

All further rights of Saloodo! such as claims for damages shall remain unaffected.

§ 9 Other provisions

1) Offsetting or withholding against claims of Saloodo! is excluded, except if the respective due counter claim is finally decided, ready for decision or undisputed. The exercise of a right of any lien over the goods or a right of retention of the goods by the Carrier is excluded.

2) The Contract does not create, and shall not be construed as creating, any right of a third party against Saloodo! which is enforceable by any person who is not party to it.

3) Assignment of a claim by the Carrier (i.e. factoring) will only take effect vis-à-vis Saloodo! if the Carrier notifies Saloodo! of the assignment of the claim, including all the necessary information (order and creditor number, name, address, account number of the new creditor, amount, date of validity of the assignment, etc.) and Saloodo! agrees to the assignment in writing.

4) Saloodo! is free to advise its customer which Carrier it should choose, based on any factors Saloodo! considers to be relevant.

§ 10 Pallet exchange

Supply or exchange of pallets or other loading means are not covered by the Freight Contract. Supply or exchange of pallets or other loading means is not part of the Services the Carrier is obliged to render.

§ 11 Jurisdiction, applicable law

1) The Contracts shall be subject to the law of the Federal Republic of Germany. In case of national transports in countries other than Germany the contracts shall be subject to the applicable law of that country.

2) The place of jurisdiction for any and all disputes in relation to international transports and to national transports in Germany shall be Bonn, Germany. In case of international transports the place of jurisdiction shall be deemed as an additional place of jurisdiction pursuant to Article 31 CMR. If Article 39 CMR applies, this clause 2 is not applicable.

3) The failure or delay by Saloodo! in exercising any right, power or remedy provided by law or by these GT&Cs or under a Freight Contract shall not, in any circumstances, impair such right, power or remedy nor operate as a waiver of it. No waiver of any right, power or remedy by Saloodo! shall take effect unless it is in writing.

4) In case of national transports in countries other than Germany the place of jurisdiction is determined by the applicable law of that country.

 

III. Miscellaneous

§ 1 Confidentiality and client protection

1) Carrier undertakes and agrees at all times to keep in strict confidence and secrecy all information which is of a confidential or secret nature, including without limitation information relating to forecasts, prices, discounts, handling costs, sales statistics, markets, inventory information, customers, employees and technical, operational and administrative systems (the “Confidential Information”) of Saloodo! and Saloodo!’s customers which it may learn in connection with the performance of the Contract or the use of the Platform.  Carrier must not use or disclose the Confidential Information to any other person, firm or company outside the Carrier’s group of companies and their respective professional advisers, except only as may be necessary and bona fide in connection with its obligations under the Contract. Provided that where any part of the Confidential Information is already or becomes commonly known in the trade, except by a breach hereof, or is required to be disclosed by any law or court order, then the foregoing obligations of confidentiality in respect of such part of the Confidential Information shall cease to apply. Without limiting the generality of the foregoing, Carrier agrees that it shall not use the Confidential In-formation for its own commercial purposes save in fulfilling its obligations under the Contract.  Such obligations of confidentiality shall apply for five years from the date the Carrier receives the relevant Confidential Information, notwithstanding the termination or expiry of the Platform Contract.

2) The Carrier, within the contractual territory, will not render corresponding services, either directly or indirectly through third parties (except for Saloodo! and its affiliates), to clients of Saloodo! to which Carrier provides Services on behalf of Saloodo! and with which Carrier comes into contact as a result of providing the Services, which Carrier provides on behalf of Saloodo! to such clients (such as FTL on certain lanes). Any contractual relationships between the Carrier and clients of Saloodo! existing upon the earlier of (i) entry into or (ii) scheduled or actual execution of the Contract will remain unaffected by the obligations under III §1 clause 2) of these Conditions. The client protection obligation ceases on the earlier of (i) 6 months from the end of the underlying business between Saloodo! and the client or (ii) 6 months from the termination or expiry of the Contract.

§ 2 Data protection

The parties undertake to observe the relevant provisions of the applicable data protection laws and to protect the data relating to the other party that is collected and stored during the performance of the Platform Contract against unauthorised third-party access and to use it only for the purposes of performing the contracts according to this section I and according to section II.

§ 3 Changes to the GT&Cs

Saloodo! shall notify the Carrier of any other changes to the GT&Cs in text form (e.g. via the Platform or by e-mail), “notification of changes”. The changes shall take effect vis-à-vis the Carrier and the contractual relationship shall continue under the changed conditions if the Carrier does not object to these changes within one (1) week after receiving the notification of changes by means of written notification to Saloodo!. This deadline shall be deemed to have been met so long as the objection is sent to Saloodo! within this time period. Saloodo! shall specifically point out to the Carrier in the notification of changes the above consequences of failure to object.

If any legislation is compulsorily applicable, the GT&Cs shall, insofar as possible, be construed in accordance with such legislation. If any term is contrary to such legislation, it shall be varied only to the extent necessary to comply with such legislation.

Should any individual provisions of the GT&Cs be or become ineffective, the validity of the remaining provisions shall remain unaffected. The parties undertake in this case to agree on an effective replacement provision which most closely approximates to the ineffective provision or the intended purpose of the ineffective provision. The same shall apply to contractual omissions.

No verbal side agreements to these GT&Cs have been made.

The contracting language is German. In the event of any conflict or inconsistency between the English and the German versions, the German original shall prevail. Any interpretation of English or German terms shall be construed in accordance with German law not taking into account any English or other foreign law concepts.

Nothing shall constitute or be deemed to constitute an agency agreement or partnership between the parties. The Carrier shall have no right or authority to, and shall not, do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of Saloodo! or otherwise bind Saloodo! in any way.