Contracting parties: These general terms and conditions for the purchase of transport services (hereinafter referred to as the "Terms") apply between Scandinavian Cargo AB and company reg. no: 559332–5888 (hereinafter referred to as "ShipPlace") and Traders who order transport services from ShipPlace (hereinafter referred to as "the Customer"). ShipPlace and the Customer are hereinafter jointly referred to as "the Parties" and each separately as "Party".
General regulations: These Terms are supplemented by the Nordic Freight Forwarders' Association's General Regulations: NSAB 2015 and the CMR Convention. In the event of conflicting provisions between these Terms and NSAB 2015 and/or the CMR Convention, these Terms take precedence. The Customer's general terms and conditions are not accepted.
Acceptance of the Terms: By ordering transport services from ShipPlace, the Customer certifies that he/she has read and accepts these Terms and undertakes to comply with them. The natural person who enters into the agreement in his capacity as the authorized representative of the Customer, hereby certifies that he has the right to enter into this agreement on behalf of the represented Customer and that these Terms become binding between the Parties.
Electronic communication: The Customer agrees that ShipPlace provides information, documentation and documents regarding the ordered transport service in question through e-mail, SMS or other form of electronic communication to the contact information provided by the Customer.
In these Terms, the following terms shall have the meanings given below, both when expressed in the plural and the singular:
Transport buyer: The Customer, who is the consignor according to the Act (1974: 610) on domestic road transport, the Act (2006: 263) on the transport of dangerous goods and the CMR Convention.
Transport seller: ShipPlace, as a performing carrier that provides spare capacity for transport.
Trader: Customer who, in his capacity as a natural or legal person, trades for purposes that are related to his own business.
Third-party: Other than the Customer or ShipPlace.
Payment Service Provider: Third Party that processes payments from the Customer on behalf of ShipPlace through the payment methods available at any time provided on the Website by such authorized Third Parties.
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
Agreements on transport in accordance with these terms are entered into between the Customer in its capacity as Transport Buyer and ShipPlace in its capacity as Transport Seller. ShipPlace is the executing carrier in accordance with what is stated in these Terms and in accordance with the Act (2006: 263) on the transport of dangerous goods, the Act (1974: 610) on domestic road transport, the Nordic Freight Forwarders' Association's General Regulations, NSAB 2015 and in accordance with the CMR Convention.
Ordering: Ordering of the transport service must be made through the Website. When ordering, the Customer must state when the order must be accepted by ShipPlace at the latest. The Customer must follow the instructions given by ShipPlace regarding the execution of the order and observe care and accuracy when ordering. A prerequisite for ShipPlace to be able to perform and fulfill the agreed General terms and conditions for the purchase of transport services assignment, both qualitatively and within the given time and cost framework, is that the Customer submits correct information and complete documentation that ShipPlace requests.
Change of order: The Customer has the right and opportunity to change or delete the order of the transport service, until it is accepted by ShipPlace.
Binding agreement: The Parties enter into a binding agreement on the transport service only when the Customer's transport request registered through the Website is confirmed in writing by ShipPlace, by sending an order confirmation to the Customer's specified e-mail address, provided that ShipPlace does not exercise its special right of cancellation stated below.
Special right of cancellation: ShipPlace has the right to cancel an accepted order within a maximum of twelve (12) hours from the time when the order was registered on the Website, without stating any reason for the cancellation. If ShipPlace exercises this right of cancellation, the Customer will be notified of this by e-mail. The Customer accepts this condition in connection with accepting these Terms, in connection with the transport request being sent to ShipPlace.
Notification: The Parties shall inform each other of circumstances that can be assumed to be important for the performance of the transport service. The Customer must inform ShipPlace of any risks that the transport of the goods in question may entail and take the necessary measures to minimize the risks.
Working hours: ShipPlace performs transport during its regular working hours, unless otherwise specifically agreed.
Subcontractors: By entering into this Agreement, the Customer agrees that the transport service is performed by ShipPlace or the contractors that ShipPlace independently appoints. ShipPlace has the right to hire subcontractors for the performance of the transport service and is responsible for the work of contracted subcontractors as for its own work, unless otherwise agreed in writing.
The transport service is considered to have started when the transport of the goods begins. The transport service is considered terminated when the goods have been unloaded at the agreed unloading location.
Delivery takes place by agreement and according to the prevailing conditions at any given time. The estimated delivery time will be announced by ShipPlace in connection with the order confirmation being sent to the Customer. Delivery time varies depending on several factors such as the weather, season and freight and the scope of the assignment. There are no guarantees regarding delivery time.
The transport service does not include the following, unless otherwise agreed in writing:
CMR document/consignment note: The CMR document/consignment note will be generated automatically in ShipPlace's booking system after the Customer has entered the information in the order form.
Delivery: If the Customer orders a delivery from Germany or Poland and places the order no later than 10:00 in the morning, ShipPlace can load the goods the same day and in such cases ShipPlace reaches the loading place within two (2) hours of receipt of the order. Orders from other countries are handled no later than the next working day.
Receipt of goods: The Customer is responsible for carrying out an inspection of the delivered goods in connection with receipt of the goods and must sign the consignment note and submit any complaints in connection with this. It is necessary that all parties to the transaction, such as the sender, driver and consignee, sign the CMR consignment note (3 copies) in connection with loading and receipt of the goods. The condition of the shipment should be verified before the CMR document is signed. After all parties have signed the CMR document / consignment note, no claims for damaged or lost items apply.
VAT: VAT is added to all prices unless otherwise expressly stated.
Prices: The prices become visible after the Customer has filled in the form on the Website.
Shipping costs and customs costs: The Customer is responsible for paying shipping costs and customs costs. The price depends on the import and/or export country.
Extra expenses: ShipPlace is entitled to compensation for documented expenses as well as expense costs that are in addition to what has been agreed.
Offered price: The offered price offered by ShipPlace to the Customer regarding the request for specific transport service applies provided that all information provided by the Customer, about transport goods or other information that is essential for the transport service's execution, is correct. In the event of lack of information, such as misleading or incorrect information, ShipPlace reserves the right to make price adjustments if necessary, by offering a new pricing, or the right to cancel the assignment without being liable for compensation due to such interruption.
Payment: The Customer must pay for the transport service through the payment service provider that is integrated on the Website (such as STRIPE). The Customer is responsible for reading the Payment Service Provider's terms and conditions and is hereby informed that he approves the Payment Service Provider's terms and conditions and personal data processing, when the Customer makes a payment through the Payment Service Provider's payment service.
Change of payment plan: ShipPlace has the right at any time to decide to change the payment plan to a collective invoice that is issued one (1) or two (2) times a month with a term of 21 days (Customers from Sweden: Invoice from the first order. Customers outside Sweden: Only with constant cooperation). Notice of change of payment method/payment plan is notified to the Customer through e-mail and the Customer is obliged to immediately follow the new payment instructions.
Invoice: The invoiced amount must be paid within the invoice due date. Any remarks against the invoice must be reported no later than the invoice due date. If this does not happen, the right to object to the invoice expires.
Delay: In the event of late payment, ShipPlace is entitled to default interest in accordance with the Interest Act (1975: 635) until full payment is made and the right to charge statutory reminder and collection fees and the right to submit the case to the Swedish Enforcement Agency.
In the event of any errors or deficiencies in the transport service performed, ShipPlace shall, to the best of its ability and within a reasonable time, take reasonable measures to try to remedy such errors or deficiencies, as far as possible. Other sanctions due to errors or deficiencies may not be enforced, unless otherwise expressly stated in these Terms.
In the event of ShipPlace's delay, the Customer may hold on to the purchase and demand fulfillment. However, ShipPlace is not obliged to fulfill the assignment, if there is an obstacle that ShipPlace can not overcome. Other sanctions due to delays may not be enforced, unless otherwise expressly stated in these Terms.
If the Customer wants to complain about the transport service due to errors, this must be notified to ShipPlace promptly without unreasonable delay. Any visible damage to the goods must be reported immediately upon receipt of the goods. If a complaint is made later than seven (7) days from the time of receipt of the goods, it is the responsibility of the person who submits a complaint against ShipPlace to show that the damage occurred before the goods were received. If he does not show this, the goods must be considered to have been delivered in perfect condition.
Complaints concerning anything other than damage to, or loss of goods, must be made within seven (7) days from the day the Customer received or should have discovered the circumstances in question, if this does not happen, the Customer loses his right to make a complaint.
Goods insurance: The Customer is responsible for taking out and holding a goods insurance for their goods.
Liability insurance: ShipPlace holds and maintains a liability insurance that at least covers liability that exists in accordance with relevant applicable law and that is to an extent that is customary within ShipPlace's traffic area.
Limited Liability: ShipPlace shall at no time be liable for indirect damages or lost revenue. ShipPlace's liability under these Terms for errors, delays, loss, damages, etc. is in all circumstances limited to a maximum of half the price base amount per claim, which was valid on the day of the Parties' conclusion of the agreement in accordance with the Act (1962: 381) on general insurance. If the Customer wishes to apply the penalty as above, this must be notified to ShipPlace no later than ten (10) days after the Customer has completed the complaint.
Limitation of liability: ShipPlace can in no case be held liable for damage due to a) the information concerning the goods being incorrect, unclear or incomplete, b) the goods are inadequately packaged, marked or declared, or inadequately loaded or stowed by the Customer, c) the goods has such harmful properties that ShipPlace could not reasonably have realized, d) ShipPlace is ordered due to the Customer's fault or negligence to pay customs or public fees or to provide security, e) or that the Customer has not participated in the transport service's implementation in the way necessary or f) if the Customer has otherwise acted in violation of these terms or applicable law.
The Parties undertake not to disclose confidential information received by a Party from the other Party to any Third Party. "Confidential information" means information about individual transports or other information received by a Party from the other Party within the framework of this agreement, regardless of whether the information in question is oral, written or electronic and regardless of whether it is marked as confidential or not. This obligation to observe confidentiality also applies after the termination of the agreement, without time limit.
However, the following information is exempt from the confidentiality obligation stated above:
ShipPlace owns all intellectual property rights, copyrights and trademarks related to the services, documentation, etc. provided by ShipPlace (except for intellectual property rights owned by ShipPlace's licensor or other Third Party). ShipPlace does not transfer or transfer any intellectual property rights to the Customer due to these Terms.
The Parties have the right to use each other's trademark and logo to communicate the Parties' cooperation with each other, by publishing on their website and social media. If a Party objects to the marketing of its brand, the marketing must be adjusted immediately as desired. If the Customer does not want ShipPlace to use and publish such in the manner specified above, the Customer may notify ShipPlace of this.
In order to place an order, the Customer must create a user account for the Website. The user account is personal to the individual named natural person to whom the user account belongs (“User”). This means that the User may not share their login information or make the user account available to any other natural or legal person.
The User is responsible for possessing the equipment and software required for access to the Website and use of the user account (eg computer, tablet, mobile phone, internet connection, etc.).
The User is solely responsible for protecting their login information and for the activities carried out by the user account. In the event of an intrusion, or attempted intrusion, ShipPlace must be contacted immediately through e-mail and the login details must be changed immediately.
The User must follow ShipPlace at all times current instructions regarding the use of the Website, and assures that the Website will only be used in accordance with these Terms.
The use of the Website and ShipPlace's services is at the User's own risk and of his own free will. The Website is provided without any warranties of any kind, either express or implied.
ShipPlace has the right to anonymize personal data and all data generated in connection with the User's use of the Website. All ownership of anonymized data belongs to ShipPlace, which has the right to use such data without time limit, including the right to use anonymized data for statistical and evaluation purposes and for the development of its services.
The User undertakes to indemnify ShipPlace in the event that any Third Party claims compensation because the User has acted in violation of these Terms, applicable law or due to an infringement of Third Party rights.
If the User violates any provision of these Terms, ShipPlace has the right to terminate the User Account without any negative consequences for ShipPlace.
ShipPlace is not responsible for the availability, errors or omissions, viruses, interruptions, disruptions, image quality or similar that can be attributed to Third Parties or the Website. Support matters relating to the Website are referred to ShipPlace.
ShipPlace cannot be held responsible for how the User chooses to assimilate the information available through the Website. The User is solely and fully responsible for his/her actions, including any failure to act.
There is no guarantee that the Website will be free from various disruptions or other technical complications. ShipPlace shall, to the best of its ability and within a reasonable time, remedy any reported errors or deficiencies on the Website. ShipPlace can not be held responsible for technical errors, viruses, other errors related to the functionality of digital solutions or similar.
ShipPlace reserves the right to suspend access to the Website for maintenance, to protect itself, the Website and Users from unauthorized attacks or to take other measures that are necessary for technical, operational or security reasons. ShipPlace does not need to notify when such interruptions may occur. Lack of access to the Website due to interruptions, maintenance, errors or the like does not entitle to damages or other compensation.
If the Customer violates these Terms or is in breach of ShipPlace's copyright or other intellectual property rights, ShipPlace has the right to claim and receive damages from the Customer and the right to take further legal action due to the breach of contract. The Customer is responsible for all claims or claims directed against ShipPlace due to the Customer's breach of contract and shall hold ShipPlace fully indemnified.
Any notice or other communication between the Parties in connection with the Terms shall be made in writing by e-mail or by telephone. If a Party changes its specified contact information, the other Party shall be notified.
The parties, including any Third Party subcontracted by ShipPlace to perform parts of the transport service, are released from their obligations and liability if the fulfillment of contractual obligations is prevented due to situation of force majeure nature, such as but not exclusively: war-like events, fire, serious spread of infection (epidemic or pandemic), government decisions, legislative change, virus warning, security threats, situations related to terrorist attacks, power outages or riots.
Exemption from contractual obligations only applies during the period in which performance is prevented or delayed. When the impediment ceases, the other party shall be notified immediately in writing and the obligations shall be fulfilled in an agreed manner as far as possible.
ShipPlace has the right, without the prior consent of the Customer, to transfer in whole or in part its rights or obligations under these Terms to Third Parties, who can reasonably be expected to fulfill the obligations under the terms of the agreement in a satisfactory manner. ShipPlace always has the right to transfer the right to payment. The Customer is not entitled to transfer or assign its obligations or rights under these Terms.
ShipPlace has the right to update and change these Terms at any time, for example to clarify the content, when offering new services or additional services, if it is required due to changes in the law, government decisions, regulations or if it is required by technical, operational or safety reasons. Any changes will take effect in connection with the changes being published on the Website.
Should any provision of these Terms be found to be invalid by a general court or arbitral award, it shall not mean that the Terms in their entirety become invalid. Instead, only that part shall be found to be invalid and ShipPlace shall reformulate the provision in a manner that makes it valid and that preserves the purpose, structure and spirit of the Terms.
These Terms shall be interpreted in accordance with Swedish law. Disputes arising from the interpretation or application of the terms of the agreement shall in the first instance be settled directly between the Parties. If the Parties cannot agree on a solution within two (2) months, the dispute shall be finally settled and tried by arbitration administered by the Stockholm Chamber of Commerce's Arbitration Institute (the "Institute").
The Institute's Rules for Simplified Arbitration shall apply unless the Institute, taking into account the severity of the case, the value of the dispute and other circumstances, decides that the Rules for the Stockholm Chamber of Commerce's Arbitration Institute shall be applied to the procedure. In the latter case, the Institute shall also decide whether the arbitral tribunal shall consist of one (1) or three (3) arbitrators. The arbitration proceedings shall be held in Stockholm.
The arbitration award, the arbitration proceedings and information arising in connection with the arbitration award shall be deemed to constitute confidential information and shall be covered by confidentiality. However, a Party shall not be prevented from disclosing information about the dispute to professional advisers who are bound by a duty of confidentiality regarding all information they have been provided with, if the disclosure of information takes place in order to best protect their rights as a result of the dispute. If a Party is obliged by constitution, regulation, official decision or equivalent to provide information that is covered by secrecy in accordance with this clause, the Party shall also not be prevented from providing such information.