EN
FR8 Logistik GmbH · Oslo-Haus · Am Neumarkt 30 · 22041 Hamburg
Date of issue: 04/01/2022
These terms govern the business relationships of FR8 Logistik GmbH in commercial business transactions. Part A applies to customer orders placed with FR8, and Part B applies to companies commissioned by FR8. Part C contains the common provisions regarding confidentiality and data protection and applies additionally to both contractual directions.
1.1 These terms apply to contracts in which FR8 Logistik GmbH, hereinafter "FR8," provides freight forwarding, transport, warehousing, handling, customs clearance, or related services as a contractor. Contractual partners are exclusively entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law.
1.2 The German Freight Forwarders' Standard Terms and Conditions (ADSp 2017) apply additionally, provided their scope of application is triggered. Mandatory legal provisions and mandatory international conventions take precedence. Otherwise, individual agreements take precedence over these terms; these terms take precedence over the ADSp 2017 to the extent that they effectively stipulate deviating regulations. The full text of the ADSp 2017 will be made available or accessible before the contract is concluded. For services outside their scope of application, these terms and legal provisions apply.
1.3 Deviating terms and conditions of the customer only become part of the contract if FR8 agrees to them. Individual agreements remain paramount regardless of their form. Changes to existing contracts require an agreement; a new version of these terms does not automatically apply retroactively.
2.1 The accepted order and the services, prices, validity periods, and expressly designated cost exceptions agreed therein are authoritative. Offers are valid for the stated validity period. If no validity period is specified, the acceptance period is 14 calendar days from the date of the offer.
2.2 FR8 confirms orders in text form, for example by email. A contract may also be concluded by commencing the agreed service. Any change to the scope of services requires an agreement or an instruction permitted under applicable law.
2.3 FR8 may engage suitable companies to fulfill the contract. The scope and limits of FR8's responsibility are governed by applicable law and the agreed ADSp. Schedule information such as ETD and ETA are estimates unless a binding date has been expressly agreed; mandatory liability regulations remain unaffected.
3.1 The customer shall provide complete and accurate information regarding the goods, packaging, quantity, dimensions, weight, value of goods, hazardous material properties, loading and unloading conditions, customs status, and required documents in a timely manner. Special requirements and deadlines must be communicated prior to order acceptance.
3.2 For sea freight, shipping instructions, VGM, and other necessary information must be provided within the communicated cut-offs. B/L drafts must be reviewed within the specifically stated review period. Failure to provide feedback does not constitute confirmation of factual accuracy.
4.1 Agreed prices cover the agreed scope of services. In the case of expressly agreed all-in prices, all regular costs and costs foreseeable at the time of the offer for the covered services are included, unless specific exceptions have been agreed upon. Calculation errors do not justify subsequent claims for additional payment.
4.2 Variable surcharges are only billed based on a specific agreement. This agreement must specify the type of cost, the calculation basis, and the relevant timing. A general reference such as "VATOS" does not permit arbitrary changes to an agreed all-in price.
4.3 FR8 will only perform non-agreed, avoidable additional services after receiving written approval from the customer. Without prior approval, only measures that are legally required or necessary under the circumstances and for which FR8 is not responsible may be initiated if they cannot be reasonably delayed. Reimbursement claims in this regard are governed by applicable law and Section 17 of the ADSp 2017.
5.1 As soon as additional costs become apparent, FR8 will inform the customer immediately, at the latest by the end of the next working day after becoming aware. This applies in particular to storage fees, demurrage, detention, waiting time charges, special trips, inspections, changed depot requirements, and additional seals. In the event of an impending daily cost increase, information will be provided, if possible, before the free time expires.
5.2 The notification shall state the shipment reference, reason, cost type, already known tariff, cost period, estimated amount, and possible measures for limitation. If the amount is not yet determined, this will be expressly stated and a reasoned estimate provided, if possible. Significant changes must be communicated immediately.
5.3 In the case of ongoing additional costs, FR8 will request necessary instructions and inform the customer of the current status at least every five working days as long as the costs continue to accrue. The customer's silence does not constitute approval of costs. Statutory powers for the necessary continuation or securing of the shipment remain unaffected.
5.4 FR8 will report additional costs known at the time of service completion within 30 calendar days and generally invoice them within 60 calendar days. For third-party costs that only become apparent later during proper processing, notification must be made within five working days of becoming aware, and invoicing within 30 calendar days of receipt of the necessary documentation. Already known cost events must be reserved in good time, even in the absence of a third-party invoice.
5.5 The invoice contains a comprehensible allocation and calculation of the items. For third-party costs billed as disbursements, FR8 will provide suitable documentation upon request. Agreed own tariffs are identified as such; they are not designated as identical third-party disbursements.
5.6 The aforementioned deadlines are information and accounting obligations. Their expiration alone does not lead to the extinguishment of valid claims. Statutory rights due to a culpable breach of duty remain in effect, particularly regarding avoidable additional costs.
6.1 Unless another payment term is agreed, invoices are payable within 14 calendar days of receipt. Public charges and agreed advance payments must be made in accordance with the specific payment request. Legally required invoice specifications remain unaffected.
6.2 The customer should notify FR8 of any recognizable invoice discrepancies in text form within 14 calendar days of receipt. A late objection does not constitute an acknowledgment or a loss of statutory objections. The payment obligation for justified and due items remains in effect. Offsetting and retention are governed by the effectively agreed ADSp and mandatory law.
7.1 Customs representation is provided in the agreed form of representation and only to the extent of the power of attorney granted. The customer remains responsible for the information and documents provided by them. This does not exclude FR8's statutory responsibility.
7.2 Hazardous goods, waste, lithium batteries, and other goods requiring special handling require full disclosure and an express service agreement prior to order acceptance. Transport or warehouse insurance will be covered upon separate order; supplementary obligations under the ADSp remain unaffected.
8.1 Liability is governed by mandatory law and, supplementarily, by the effectively agreed ADSp 2017. These terms do not create any additional blanket liability exemption and do not shorten any statutory notice of damage or limitation periods.
Special Note on the ADSp 2017
In Section 23, the ADSp 2017 deviate from the law regarding maximum liability amounts for property damage (§ 431 HGB): For multimodal transports involving sea transport and an unknown place of damage, a limit of 2 SDR/kg applies; otherwise, the standard liability of 8.33 SDR/kg is additionally limited to 1.25 million euros per claim and 2.5 million euros per event, but at least 2 SDR/kg. The complete ADSp 2017, including their exceptions, are authoritative. SDR stands for Special Drawing Rights.
8.2 German law applies. For merchants, legal entities under public law, and special funds under public law, Hamburg is the agreed place of jurisdiction, to the extent permitted by law. Mandatory international jurisdiction provisions remain unaffected.
1.1 These conditions apply to contracts in which FR8, as the client, procures services from freight forwarders, carriers, intermodal companies, warehouse keepers, handling companies, customs agents, or other service providers. The respective contractual partner is hereinafter referred to as the contractor. These conditions apply only if they have been effectively agreed upon.
1.2 Mandatory law and mandatory international conventions take precedence. Thereafter, individual agreements, the individual order including specific price agreements, these purchasing conditions, and expressly agreed supplementary regulations apply. The German Freight Forwarders' Standard Terms and Conditions (ADSp) apply in the purchasing relationship only to the extent agreed and to the extent their scope of application is opened.
1.3 Deviating terms and conditions of the contractor require the consent of FR8. An objection to third-party general terms and conditions does not replace the need to resolve conflicting contractual terms. Individual agreements take precedence regardless of their form.
2.1 The contractor shall perform the agreed service professionally and document essential performance data. Agreed prices include regular costs of the agreed scope of services that were foreseeable at the time of the offer, unless specific exceptions have been expressly agreed upon. Calculation errors are at the contractor's expense.
2.2 For agreed all-in prices, additional cost types, calculation bases, and exceptions must be explicitly stated before the contract is concluded. Already agreed variable surcharges are settled according to the agreed formula or tariff and are not subject to a renewed approval requirement, provided they do not represent a deviation from the order.
2.3 The use of subcontractors does not release the contractor from their information, documentation, and invoicing obligations. They are responsible for organizing the timely reporting of cost-relevant events along their service chain. Statutory attribution rules remain decisive.
3.1 Non-agreed and avoidable additional services may only be initiated after prior approval by FR8 in text form. The request must state the reason, cost type, quantity or duration, tariff, expected total amount, and the required decision deadline. If the approved cost framework is exceeded, supplementary approval must be obtained before incurring further avoidable costs.
3.2 Silence, an acknowledgment of receipt, or the general continuation of the business relationship does not constitute approval. Approvals by shippers, consignees, or drivers only bind FR8 if they have the appropriate authority or if FR8 ratifies the statement.
3.3 Excluded from this are measures required by mandatory law, as well as necessary measures to prevent imminent damage or to maintain essential transport operations if FR8 cannot make a decision in time despite reasonable attempts to contact them. The contractor shall limit costs to what is necessary and document the occasion, urgency, and attempts to contact. The legal requirements for a reimbursement claim must be met.
4.1 Cost-relevant disruptions and impending additional costs must be reported immediately, no later than the end of the next working day after becoming aware of them. In the event of an imminent cost increase, the report must be made immediately, provided this is reasonable under the circumstances. The report shall be sent to the FR8 contact person named in the order via the agreed communication channel; email is sufficient.
4.2 The following must be specified: FR8 reference, container or shipment number, cause, start of costs, known free time, tariff, cost status, estimated total amount, and potential countermeasures. The absence of final invoices does not exempt the contractor from reporting a known cost event. For ongoing costs, an update must be sent at least every five working days.
5.1 Additional costs and third-party expenses must be reported in text form immediately upon becoming known, but no later than 30 calendar days after the completion of the commissioned service. The notification must include the cost type, cause, time period, and the amount or a reasonable estimate. A general reservation of costs is not sufficient. A sufficiently specific notification according to Section 4 satisfies this reporting requirement.
5.2 The complete, auditable invoice, including all necessary supporting documents, must be received by FR8 no later than 90 calendar days after the completion of the service.
5.3 The late receipt of an invoice from a subcontractor or other service provider does not extend these deadlines. Missing documents must be obtained in a timely manner.
5.4 Any extension of a deadline requires an express agreement with FR8 in text form before the respective deadline expires.
5.5 For each item, the following must be included where applicable: order and approval, proof of event, start and end of the cost period, free days, tariff source and tariff status, quantities and calculations, third-party receipts, and agreed currency conversions. Any own tariffs already agreed upon must be identified as such. Costs designated as third-party expenses may not contain any hidden markups without prior agreement.
6.1 There is no additional contractual claim for remuneration for unauthorized, avoidable additional services without the required approval based on these terms. Claims that exist under mandatory law, as well as justified claims for expenses for measures under Section 3.3, remain unaffected.
6.2 In the event of a culpable breach of information or coordination obligations, FR8's statutory claims for damages remain in effect. This may include additional costs that FR8 could have avoided with timely information. Breach of duty, damage, and causal connection must be determined on a case-by-case basis. The mere subsequent difficulty of charging a customer does not replace this proof.
6.3 If registration or billing is not carried out in accordance with Section 5, additional contractual claims for remuneration and expenses are excluded. Mandatory statutory claims remain unaffected. The agreed basic remuneration is not covered by this exclusion rule. Undisputed, justified, and due invoice items shall not be withheld solely due to another disputed item.
7.1 For individual transports, the completion of performance is the delivery of the commissioned transport service. If the return of the empty container is part of the order, its completion is decisive. In the case of storage, it is the end of the commissioned storage period; for long-term storage, monthly billing is agreed. For other services, it is their complete provision. FR8 and the contractor should expressly state the relevant completion event in the order.
7.2 Working days are Monday to Friday, excluding public holidays in Hamburg. Calendar days include weekends and public holidays. Statutory rules regarding the calculation of deadlines remain unaffected. These terms do not alter any mandatory transport law notification or exclusion periods.
German law applies. For merchants, legal entities under public law, and special funds under public law, Hamburg is agreed as the place of jurisdiction, to the extent permitted. Mandatory international regulations remain unaffected.
9.1 If the contractor organizes or carries out the empty container pickup, they must verify availability and authorization for pickup at the designated empty depot or via its mandatory release system no later than 24 hours before the planned pickup time. The check includes the depot, container type, required quantity, valid release or pickup reference, validity period, opening hours, and any required time window. If there is less than 24 hours' notice, the check must be performed immediately after the order is placed and before vehicle dispatch.
9.2 Immediately before vehicle dispatch or departure, any interim changes must be checked again, provided that such current information is reasonably available. The booking confirmation alone is not sufficient. This does not constitute a guarantee of availability.
9.3 Missing equipment, invalid releases, deviating depots, and unconfirmed acceptance options must be reported to FR8 immediately. A change of depot, a special trip, or any chargeable waiting or intermediate storage measure requires approval in accordance with Section 3. Unauthorized, chargeable substitute arrangements must be avoided unless an urgent exceptional case exists as per Section 3.3.
10.1 If the contractor organizes or carries out the terminal delivery, they must check the current cargo opening for the specifically booked vessel and the relevant voyage on the terminal's website or in the acceptance system designated by the terminal before finalizing transport planning. Cargo opening is the earliest acceptance time for full containers for that departure. In addition, the terminal, acceptance restrictions, cargo closing or relevant cut-offs, booking release, and required delivery windows must be checked.
10.2 This verification must be repeated on the day of delivery immediately before driving to the terminal. A new check is required following any changes to the vessel, voyage, terminal, or schedule. The current information provided by the terminal is authoritative; earlier information in the shipping line booking does not replace this check. In the event of discrepancies or missing information, the possibility of acceptance must be clarified with the terminal and FR8 must be informed.
10.3 For reefer containers and other special container types, the contractor must expressly check the applicable acceptance window. The general cargo opening must not be applied to reefer containers without verification.
11.1 The contractor shall coordinate the planned pickup date, positioning date, loading, and full container delivery with the current acceptance window and the free time available for their scope of services. Before dispatching the vehicle, they must verify whether the return of the full container at the port of loading is possible and whether avoidable detention, demurrage, or storage costs are likely to occur. If the start or scope of the free time is unknown, they must request this information in good time; they shall not assume any free period.
11.2 If the terminal cannot accept the container, the contractor must immediately inform FR8 of the cause, alternatives, and estimated costs. Intermediate storage and subsequent transport must be coordinated with FR8 before being commissioned. If an acceptance restriction arises only after proper verification, the assumption of costs is not automatically excluded; the rules regarding release, notification, and proof, as well as applicable law, shall apply.
12.1 To the extent that the creation or updating of BHT/WHT, NVB customs status, or comparable port reports is part of the contractor's order, the report must correspond to the vessel actually intended and the voyage in question. For Bremerhaven and Wilhelmshaven, the relevant BHT/WHT information must be checked before the respective reporting deadline and updated immediately following any vessel change.
12.2 If reporting is not part of the scope of services, the contractor shall immediately report recognizable discrepancies to FR8 or the designated responsible reporter and obtain the necessary instructions. Any known lack of assignment or clearance must not remain unresolved. This provision does not automatically extend the order to include customs representation services.
The time of verification, source, reference, result, and any changes must be documented via portal records, screenshots, or written confirmations and provided to FR8 upon request. Statutory liability rules apply to culpably omitted checks and reports. These obligations must be passed on to any subcontractors employed.
1.1 FR8 and the respective contractual partner shall treat as confidential all confidential information that becomes known to them during the initiation, execution, and processing of the business relationship. These obligations also apply to information regarding the customers, suppliers, and other business partners of FR8.
1.2 Confidential information includes, in particular, non-public customer and supplier data, contact persons, offers, purchase and sales prices, freight rates, margins, calculations, payment data, contracts, transport orders, goods and shipment data, booking and container numbers, customs documents, business processes, technical documents, and access credentials. Labeling is not required if the confidentiality is evident from the content or circumstances.
1.3 Excluded from this are information that is demonstrably and lawfully publicly known, was already known to the recipient without a duty of confidentiality, was developed independently, or was obtained from authorized third parties without a breach of duty. Legally protected disclosures, particularly for the exercise of legitimate rights or the reporting of legal violations, remain permitted.
2.1 Confidential information may be used exclusively for the initiation, execution, and processing of the agreed order, as well as for the fulfillment of legal obligations and legitimate legal pursuit. Use for one's own or third-party advertising, the disclosure of cost calculations to competitors, or the use of confidential FR8 customer information for independent acquisition outside the scope of the order is prohibited without consent. A general non-compete clause is not agreed upon.
2.2 Access shall be granted only to individuals who require the information for the permitted purpose. Necessary disclosure to carriers, shipping lines, agents, terminals, warehouse keepers, customs brokers, insurers, banks, IT service providers, or professional advisors bound by confidentiality is permitted to the extent necessary. The parties shall ensure appropriate protection; data protection requirements must also be observed.
2.3 In the event of legally or officially mandated disclosure, the affected party shall limit the disclosure to the necessary scope and inform the other party in advance, provided this is legally permissible and practically possible. Names, logos, shipment images, or order details may not be used for references, publications, or social media without prior consent.
3.1 Both parties shall protect information through appropriate technical and organizational measures. These include risk-appropriate access rights, personal user accounts, secure authentication, protected transmission channels, up-to-date security software, data backups, and the secure storage of paper documents. Access credentials must not be shared without authorization.
3.2 Employees and other personnel must be obligated to maintain confidentiality and instructed accordingly before being granted access to confidential information. FR8 contractors shall pass on the relevant protection obligations to any subcontractors they employ. Statutory responsibility and attribution remain unaffected.
3.3 Confidential or personal order data may only be processed in systems authorized for this purpose. Inputting such data into publicly accessible AI services, private cloud storage, or other unauthorized applications is prohibited without prior approval and verification of the legal requirements.
4.1 Both parties shall comply with the General Data Protection Regulation (GDPR), the German Federal Data Protection Act (BDSG), and other applicable data protection laws. They shall process only personal data that is necessary for a specified, lawful purpose and shall ensure, in particular, data minimization, accuracy, and appropriate security.
4.2 The role under data protection law depends on the actual activity. To the extent that each party determines the purposes and means of its processing itself, it acts as an independent controller. A mere transport order or the transmission of contact details does not constitute data processing on behalf of a controller.
4.3 To the extent that data processing on behalf of a controller actually takes place, the parties shall conclude a separate agreement pursuant to Art. 28 GDPR before commencement. In the case of joint controllership, they shall enter into the necessary agreement pursuant to Art. 26 GDPR. These GTC do not replace such agreements.
4.4 Personal data is only processed on a sound legal basis, in particular for the performance of a contract with the data subject, for compliance with legal obligations, or for the protection of legitimate interests after a corresponding balancing of interests. Consent is only used if it is necessary and effectively granted. Agreement to these GTC does not constitute blanket consent for data protection or advertising purposes.
5.1 For the purpose of transport, storage, customs, and payment processing, necessary data may be transmitted to the respective parties involved as well as competent authorities, provided there is a legal basis. The circle of recipients and the scope of data must be limited to what is necessary. Trade secrets and unnecessary price components should be removed before transfer if possible.
5.2 For transfers of personal data outside the European Economic Area, the requirements of Art. 44 et seq. GDPR must additionally be met. This may include, in particular, a relevant adequacy decision or appropriate safeguards, such as EU Standard Contractual Clauses, including necessary assessments and supplementary protective measures. Statutory exceptions may only be used if their respective requirements are met. International transport alone does not permit arbitrary data transfer.
6.1 Each responsible party shall fulfill its information obligations under Art. 13 and 14 GDPR toward the data subjects. These GTC do not replace separate, complete privacy notices. The transferring party ensures that it is legally permitted to pass on data.
6.2 The parties shall support each other to the necessary and legally permissible extent in processing requests for information, rectification, erasure, restriction, objection, and data portability. If a request clearly addressed to the other party is received, it shall be forwarded to their known contact person without undue delay; statutory processing deadlines remain unaffected.
7.1 A party shall inform the other without undue delay if it discovers a breach of the protection of personal data or unauthorized access, loss, or unauthorized disclosure of confidential order information that affects the other party or its data. The initial information shall be provided without culpable delay and supplemented as new findings become available.
7.2 The notification shall contain, as far as known, the nature and time of the incident, affected data or information, possible consequences, a contact person, and protective measures already taken or proposed. The parties shall secure necessary evidence and cooperate in damage mitigation and investigation. Statutory reporting and notification obligations remain with the respective obligated party; the statutory deadlines are not extended by this provision. Data processors shall report breaches pursuant to Art. 33 (2) GDPR to the controller without undue delay.
8.1 After the purpose of processing has ceased and the order has been completed, confidential documents and data that are no longer required must be returned or securely deleted upon legitimate request, provided that there are no statutory retention obligations, necessary evidentiary purposes, or legitimate interests in legal defense to the contrary. Personal data may only be stored for as long as there is a legal basis for doing so.
8.2 Data stored for legal reasons or for the purpose of legal defense must be restricted to this purpose and protected against other use. Backup copies will be removed during the regular deletion cycle, provided that immediate individual deletion is not technically feasible and continued storage remains legally permissible. In the event of a restoration, necessary deletions must be implemented again.
8.3 The confidentiality obligations shall continue for five years after the end of the business relationship. For trade secrets, they shall apply beyond this period as long as the requirements for statutory trade secret protection are met. Data protection obligations exist independently of this for the entire duration of the processing.
9.1 In the event of a breach of duty, the statutory claims for injunctive relief, removal, and damages shall apply. A flat-rate contractual penalty is not agreed upon. Mandatory claims of data subjects, in particular under Art. 82 GDPR, as well as regulatory powers, are not limited by these terms and conditions.
9.2 Individual agreements and mandatory law take precedence. To the extent that a provision is invalid or does not become part of the contract, the legal consequences shall be governed by statutory provisions; an automatic replacement with a clause that is as economically similar as possible is not agreed upon.
9.3 These terms and conditions only become part of the contract if they are effectively incorporated. The version date of 04/01/2022 does not, in itself, establish a prior agreement or retroactive validity for orders already completed. Amendments to existing contractual relationships require a separate agreement.