Article 1 Scope
1.1. “Transuniverse” means the Transuniverse Group, Transuniverse Forwarding and Intercargo Logistics. All transport agreements concluded with Transuniverse are governed by the provisions of the CMR Convention (ratified by the Law of 04/09/1962), as well as by the “General conditions of the freight forwarders of Belgium” (as published in the Annex to the Belgian Official Gazette of 24 July 1980 under number 7836), and by the General Logistics Conditions (as filed with the registry of the Chamber of Commerce and Industry of Antwerp on 27th November 2003) and by the general conditions described below. These general terms and conditions apply to all requests, quotations, offers, orders, purchase orders, order confirmations, agreements and other legal acts.
1.2. For the purposes of these terms and conditions, “client” means all those who issue a transport order, or more generally, enter into a legal relationship with Transuniverse, on the understanding that the client, by giving the order or by entering into a legal relationship, declares himself to be authorised to do so and therefore jointly and indivisibly undertakes the obligations arising from the order.
Article 2 Knowledge and acceptance
2.1. The customer is deemed to have taken note of the general terms and conditions and to have accepted them.
2.2. By delivering the goods to be dispatched/transported, the client acknowledges the applicability of these general terms and conditions, to the exclusion of his own general terms and conditions. These terms and conditions can only be deviated from by means of a written agreement.
2.3. Transuniverse expressly rejects the general terms and conditions occurring on the client’s writings.
Article 3 Rating/pricing
3.1. Our quotations are based on, among other things, the values of the wages and the materials that apply at that time so that – if they undergo subsequent changes – we always keep our prices exclusive of VAT unless explicitly stated otherwise in the quotation or on the order – they may at all times be adjusted proportionally. Customs and excise duties, consulate and legalisation costs, costs for weighing, sampling, counting and repair, crane costs, extra costs for handling heavy objects or resulting from demurrage, night work, work on Sundays and public holidays, storage costs for loads missing a consignment, security costs, tarpaulins, demurrage charges, COMAREX (shipping risk insurance) and extra freight insurance are always charged separately.
3.2. Rates apply for standard measurement & non-hazardous general cargo, soundly packed, labelled and loaded, lengths & bundles not included. The goods must be easy to load and unload in our warehouse. If this is not the case, the client must inform us of this in advance.
3.3. Time deliveries, both at the loading and unloading points, are subject to additional costs.
3.4. LTL: 0.5 hours free loading & 0.5 hours free unloading // FTL: 2 hours free loading & 2 hours free unloading. For each new half hour commenced, an additional cost of € 25 can be charged.
3.5. The rates are based on current diesel prices. A surcharge may be applied in the event of a change in diesel prices. We do not apply a negative diesel surcharge.
3.6. Dead freights or cancellations less than 24 hours before the scheduled time of loading will be charged at 100% of the transport cost.
3.7. Cash on delivery shipments are only made on written request (depending on the value of the goods).
3.8. We do not provide for pallet exchange, unless in consultation with the planning. A fee of € 2 per pallet can be charged for this.
3.9. Rates are valid until the end of the current calendar year, except for cost changes e.g. diesel, (eco)taxes, road tax… If no use is made of our services during 3 months, these rates lose their validity.
3.10. Spot quotes have a limited validity of 2 weeks. After this time a new request must be made, otherwise the standard rate for this shipment will be respected.
3.11. These terms and conditions cancel any previous terms relating to the same traffics.
3.12. If a EUR1 has to be postponed, you have to take into account an additional cost according to the rates of our customs cell.
3.13. If the invoice must be accompanied by the CMR, a surcharge of € 15 will be charged. The fact that the CMR is not accompanied by the invoice in no way affects the agreement to pay the invoice as stated above and can therefore not automatically lead to a postponement of payment.
3.14. If Transuniverse has to create a new invoice at the request of the customer, because data has been passed on incorrectly or incompletely, an administrative cost of € 40 will be charged.
Article 4 Terms of payment
4.1. The client is always obliged to pay the freight price, even if Transuniverse was asked to collect the freight price from the consignee. Under no circumstances will the client be able to apply a setoff/compensation between, on the one hand, the freight price and, on the other hand, the amounts which it believes it can claim from Transuniverse.
4.2. All Transuniverse invoices must be paid within thirty days of the loading date in the manner indicated by Transuniverse. Afterwards, the client will be deemed to be in default by operation of law, without any additional written notice of default being required (application of the law of 02/08/2002 to combat late payment). The sending of the invoice will be regarded as a reminder to pay. In the event of non-payment on the due date of the invoice, a default interest of 1 percent per month shall be due by operation of law on the invoice amount, without prior notice and in deviation from art. 1146 of the Civil Code, whereby part of a month shall be charged as a full month, until full payment. In the event of full or partial non-payment of the invoice on the due date, the debt balance will also be increased by 15% on the outstanding amount by way of lump sum compensation, with a minimum of € 165.00 and a maximum of € 10,000.00, all this without prejudice to the reminder, collection and/or judicial costs. Transuniverse also reserves the right to prove higher damages.
4.3. In addition, failure to pay an invoice on time shall automatically result in the immediate acceleration of all (non-due) invoices. In the event of non-payment by the customer, Transuniverse reserves the right to suspend or dissolve all further transport orders, without prejudice to its right to claim damages from the customer. Foreign receivables can only be paid by means of SWIFT transfer.
4.4. If Transuniverse has multiple claims against its client, they shall be considered as a single and indivisible claim to the value of which Transuniverse may exercise all its rights and privileges, even if the claims relate to different consignments and/or to goods no longer in the possession of Transuniverse.
4.5. The invoice is deemed to have been accepted by the customer, in the absence of written protest by registered mail within 8 days of the invoice date. No protest may be accepted after this time limit. Protesting the invoice does not release the customer from his obligation to pay on the due date.
4.6. If at any time Transuniverse is in doubt as to the creditworthiness of the customer through acts of judicial execution against the customer, in the event of non-payment or late payment of one or more invoices and/or any other demonstrable event, Transuniverse expressly reserves the right to demand prior payment for deliveries still to be made, or to demand (other) securities, even if the goods have already been delivered partly or in whole. If the customer refuses to comply with this request, Transuniverse reserves the right to dissolve the agreement immediately, unilaterally, without judicial authorisation and without any compensation in favour of the customer. Where appropriate, the customer shall be liable for a flat-rate compensation of 25%, without prejudice to Transuniverse’s right to prove higher damages.
Article 5 Transport orders – execution of transport
5.1. Transuniverse reserves the right to refuse transport orders.
5.2. Every contract is an obligation of means, never an obligation to produce a result.
5.3. Transport orders must be confirmed in writing before 2 p.m. before collection the next day.
5.4. Transportation is carried out with standard covered trailers of ± 80 m³. We assume that all loading and unloading addresses are normally accessible for a 13.60 m tractor- trailer. If a small car is required for loading or delivery, or a car with a loading ramp, this must be notified in advance and additional costs will be charged.
5.5. Transport assignments must contain correct and complete shipment data. Transuniverse is in no way obliged to check the correctness of the instructions, nor the information contained therein, which the client communicates concerning, among other things, weight and content. Accordingly, the instructions and data are always accepted as correct and accurate, for the sole purpose of producing the necessary documents and calculating the price. A receipt issued by Transuniverse never guarantees the nature, content, value, weight and/or packaging of the goods. The verification of the goods shall be carried out only to the satisfaction of the customs and shall not be more exhaustive than required. It does not involve any acknowledgement or responsibility of Transuniverse with regard to the weight, value, nature or condition of the goods and packaging or the contents of the packages. Only in the event that the customer requires that the specified weight and/or the contents of the packages be checked by Transuniverse, and in so far as the packaging of the goods makes this possible, the specified weight and/or the contents of the packages may be relied upon against Transuniverse and may it constitute evidence against it. The result of the examination must then be stated in the consignment note and Transuniverse shall be entitled to charge the costs of the examination to the client. If the client offers goods for transport which have been loaded and/or palletised and/or packed in a container or sales container in such a way that it is not possible to check the number of pieces and/or the contents, Transuniverse shall not be bound by the number and/or the contents as stated by the client and/or as stated on the consignment note. If, during loading by Transuniverse, no inspection is possible and/or if the transport will be considerably delayed as a result of inspection – to be assessed by Transuniverse – Transuniverse is not bound by the number and/or condition of the load and/or content as stated by the client and/or stated in the consignment note.
5.6. In the event that the value, weight, number of load meters or other deviates from the transport order, Transuniverse reserves the right to charge additional costs.
5.7. In the event that less than 2 loading meters have to be loaded and/or unloaded, a total waiting time (duration between the time when the truck is offered by Transuniverse to the client / the pick-up address, respectively the consignee / the delivery address, and the time when the loading or unloading of the truck has ended, and all documents have been handed over to the driver) of 15 minutes is included. If the order is for more than 2 charging meters, a maximum of 1 hour is included. If this waiting period is exceeded, Transuniverse is entitled to charge the client for this exceeding at € 60 per hour, if necessary to be calculated per quarter of an hour commenced. In the event that the waiting time during loading or unloading per cargo is more than two hours, as well as in the event that the waiting time during linking is more than one hour, Transuniverse is also entitled to charge the client for the exceeding time at € 100 per hour. The waiting times shall be proven on the basis of the consignment note signed by the client/destination consignee. For containers, a fee of € 100 per day started will be charged by Transuniverse to the customer from the fifth waiting day. Unless otherwise agreed in writing, loading shall be carried out by the consignor/client and unloading by the consignee. The person responsible for those acts is liable for his own acts and for the people who assist or replace him in their performance and who are therefore acting on his behalf.
5.8. Acceptance or delivery shall take place at the threshold or at the quay of the buildings if no other place is agreed.
5.9. Any execution and delivery periods are only approximate and will therefore only be provided by way of information. Delays in performance may not result in the termination of the agreement to the detriment of Transuniverse, nor in the payment of compensation by Transuniverse. Information provided by Transuniverse regarding regulations for shipment, import, export, transit, etc. shall only be provided by way of information, without any obligation or responsibility being assumed. Inaccuracies in the declaration of cargoes, duties, taxes, costs and rates, which are provided to Transuniverse by third parties, shall also not give rise to any responsibility of Transuniverse.
5.10. If the customer instructs Transuniverse to deliver the goods against cash on delivery and in the event that the recipient pays by cheque, Transuniverse shall not bear any responsibility for any damage resulting from a possible lack of funds. The collection of the cash on delivery charges shall then be at the expense and risk of the client. Transuniverse can never be held liable for the bad outcome of the collection assignments entrusted to it, which in any case always presupposes an explicitly written assignment, accepted by it.
5.11. If there is no competent person on site at the agreed time of delivery, the carrier shall be instructed to unload the goods to be delivered at the place of delivery, after which the delivery shall be communicated by the carrier to the consignor/client for the carriage in any manner whatsoever. The latter shall be deemed to have accepted this delivery without reservation.
Article 6 Insurance
6.1. If no order for insurance has been given to us, we are entitled to assume that all risks associated with the insurance, transport and storage of goods have been insured by the parties involved. If the insurance assignment is not entrusted to us, and the client does not provide for an insurance assignment in which it is stipulated that the insurers have no right of recourse against us, then the client must fully indemnify us, both in principal sum and in interest and costs should we nevertheless be held liable. The client must ensure that the insurance terms and conditions stipulate that no right of recourse will be exercised by the insurers against us.
6.2. If desired, an all-risk insurance policy will be taken out on written request. The costs of this insurance, increased by the administrative costs, will be charged in full to the client.
Article 7 Processing of personal data
7.1. Transuniverse and the client each undertake to comply with applicable data protection legislation, including EU Directive 96/46, and, as from 25th May 2018, EU General Data Protection Regulation (GDPR) 2016/679 (as well as any other applicable national legislation that complements or implements the GDPR), and to ensure that their staff, agents, representatives and subcontractors also comply with this legislation.
7.2. In its capacity as “controller” under this legislation, Transuniverse may process the personal data (name, personal characteristics, contact details and financial information) of the client’s agents, representatives, employees and subcontractors for purposes of customer management, preparation of offers and performance of the contract, booking/payment management, compliance with legislation (in particular CRM legislation), and direct marketing. Certain personal data may also be collected by consulting public databases. For electronic direct marketing communications, the opt-in consent will always be requested first. The personal data collected may be transmitted by Transuniverse to its own subcontractors/processors, affiliated entities or to government bodies, for the purposes listed above. If personal data are transferred to countries outside the European Economic Area, Transuniverse will ensure that all the legal conditions are met. Transuniverse will grant all data subjects a right of access to the personal data relating to them and, where applicable, a right to correct or delete erroneous data, or a right to restrict processing or to transfer data, but only to the extent that the legal conditions are fulfilled and that an identity document has been provided. Each individual also has the right, free of charge and on simple request, to oppose the further use of his/her data for direct marketing purposes. Questions regarding the processing of personal data can be addressed to firstname.lastname@example.org . More information on how Transuniverse handles personal data can be found in the privacy notice on the Transuniverse website (https://www.transuniverse.be/privacy-policy/). The client will make the information in this article 7.2 and on this web page available to the employees, agents, representatives or subcontractors of which it provides personal data to Transuniverse.
7.4. The provisions of Article 7.2 shall also apply to the processing of personal data of consignors or consignees of the goods to be dispatched/transferred, insofar as they are not already covered by Article 7.2.
Transuniverse processes this information (and any personal data relating to it) for its own purposes and in accordance with legal obligations and by the means it chooses. Regarding the personal data which may be contained in the goods to be sent or transported,
Transuniverse is neither the controller nor the processor. It only holds physical objects which may contain personal data without having any access to them.
7.5. Transuniverse cannot be held responsible for any infringement of the applicable legislation on the protection of personal data by the client. The client shall indemnify and fully compensate Transuniverse in this respect (also for administrative fines, claims of the parties involved, consequential damage, loss of profit, damage to reputation, attorney’s fees, etc.).
Article 8 Customs
8.1. Transuniverse is not responsible for the handling of customs formalities, T-documents etc., unless otherwise agreed. If Transuniverse should nevertheless commit itself to certain formalities or documents, it shall only be liable in the event of damage for intent or gross negligence. For the completion of the customs formalities, Transuniverse shall act exclusively as agent of the client. Waiting times at the customs as a result of, among other things, unforeseen strikes or due to the absence, incompleteness or inaccuracy of the consignment note or documents of all kinds such as TIR carnets, T-documents, sanitary certificates, etc. shall entitle Transuniverse to a price supplement.
8.2. The client acknowledges that he is aware of the current legislation and case law on customs and VAT, that his instructions are in accordance with this legislation and that he has provided all the information necessary to declare the correct customs and VAT value, as prescribed by the aforementioned legislation and case law. In the case of goods declared as being of preferential origin, the client guarantees that he has taken all the necessary steps within the meaning of the European customs law to ensure that all the conditions to benefit from the preferential regime have been respected. He also undertakes to examine all documents made available to him by Transuniverse, on receipt and no later than 48 hours thereafter, and to check that they comply with the instructions given to
8.3. In the case of an order for customs clearance, the client undertakes to provide the correct goods code corresponding to the goods to be cleared. In the event of failure to do so, Transuniverse shall derive the commodity code to the best of its ability from the commercial documents received, without being liable for it.
8.4. The information on the customs regulations provided by Transuniverse shall be provided for information purposes only, without any guarantee of correctness.
8.5. Transuniverse’s liability is limited to cases of intent. Transuniverse will not be liable for the performance of any contract concluded by it, on behalf of its client, with third parties or executive agents with regard to storage, transport, customs clearance or handling of goods.
8.6. The Client authorises and grants an assignment to the customs representative in accordance with Article 18 et seq. of the Union Customs Code (Regulation No 952/2013/EU), to make the declarations required under customs legislation – and, as far as possible, other legislation – in their own name and on behalf of the Client.
Article 9 Liability
9.1. Unless otherwise stated in writing, the parties expressly agree that loading and unloading shall be carried out by the consignor or the consignee. To the extent that the driver is requested by the consignor or the consignee to perform these acts, this is done under the explicit supervision, control and responsibility of the consignor or the consignee. The carrier shall not be liable for any damage caused by and/or during loading and unloading. Transuniverse shall not be liable for any damage to the goods caused by or during loading or unloading. The consignor is liable for all damages caused by or related to the nature and/or packaging of the products entrusted to Transuniverse. The client must in any case pack the goods in an adequate and sound manner, so that they can be loaded, transported and unloaded in a smooth and safe manner. Except where otherwise stated in writing and to the extent possible and/or necessary, stowage shall be carried out by the carrier on the basis of the instructions of the consignor or shipper given in accordance with the applicable legislation and in function of the journey.
9.2. If Transuniverse, on behalf of the client, handles the goods entrusted to it, other than loading or unloading (receipt, delivery, sorting, measuring, weighing, counting, sampling, packaging, monitoring, storage or warehousing), then it is only bound by an obligation of means and can only be held liable for the damage that is the direct result of a proven error. Transuniverse is entitled to use auxiliary persons, subcontractors, etc. in the execution of the agreement. Transuniverse is responsible for acts and omissions of these parties, carried out during the execution of the activities for which they are used by Transuniverse, in the same way as for its own subordinates. Only to the extent that the client explicitly orders us to do so, we will carry out inspection, care and/or surveillance of the goods in question. In that case, a separate invoice will always have to be paid. We will never be liable for the shortage, loss and/or damage of goods dispatched without transloading or transhipment, even if we have carried out toll formalities or verifications.
9.3. If the vehicle used by the carrier or the stowage used turns out to be unsuitable because incorrect or incomplete information was provided by the consignor or shipper, or if transport packaging turns out not to be sturdy enough to allow correct loading, the costs and damage incurred as a result will be entirely at the expense of the consignor of the transport.
9.4. The client guarantees compliance with all legal requirements with regard to the goods to be transported. He shall indemnify Transuniverse against all adverse consequences in the event of non-compliance with statutory provisions, including fines, post-clearance recoveries, additional payments and guarantees based on economic and customs regulations. The client is prohibited from overloading Transuniverse’s vehicles in excess of the legally permitted maximum load weight. The client shall indemnify Transuniverse against all adverse consequences of and/or damage caused by overloading. If as a result of war, riots, strikes, lockouts and all other cases of force majeure, we are unable to carry out our assignment properly, we reserve the right to terminate the assignment immediately, without being obliged to pay any compensation.
9.5. All transport is carried out under the CMR insurance. Transuniverse exonerates itself for any other liability except those covered by the CMR terms and conditions. Transuniverse is not liable for any loss of profit or economic loss on the part of the customer or consignee. The client will also indemnify Transuniverse against claims by third parties, on whatever grounds, on the goods transported.
9.6. Except in cases where the consignor has expressly asked the carrier to check the gross weight of the load within the meaning of Article 8(3) of the CMR Regulation, the consignor remains responsible for each overloading, even overloading per axle, carried out during transport. The consignor shall reimburse all costs incurred as a result of this, including damage caused by immobilisation of the vehicle and any fines or other legal costs that may result from this.
Article 10 Right of retention
10.1. Transuniverse has the right to have the goods that are refused by the consignee or that for whatever reason cannot be delivered returned and stored in a warehouse at the expense and risk of the client. Such storage may take place either pursuant to express instructions from the client, or pending instruction, or as a result of an interruption in transport, without Transuniverse being obliged to take storage or surveillance measures for the goods. In any event, the risk of storage/guardianship of the goods and the responsibility for the goods shall always be for the account of the client and/or the owner of the goods, who shall also remain liable for any damage which they may cause to other goods brought into the same premises. Warehousing charges are calculated per calendar month and each month commenced is due in full.
10.2. Transuniverse has an automatic right of retention on the goods handed over to it until all amounts due have been paid. This right extends to all cases which Transuniverse holds in the performance of its tasks entrusted to it by the debtor, without there being any connection between the retained object and the unpaid debt. Transuniverse shall also be entitled, by operation of law and without prior notice, to dispose of the goods as compensation for unpaid claims against the client.
Article 11 Complaints
11.1. Complaints with regard to the transport must always be made in writing and at the latest within 8 days after delivery, and in any case before use, processing and/or pre-sale of the goods. The invoice is deemed to have been accepted by the customer, in the absence of written protest by registered mail within 8 days of the invoice date. No protest may be accepted after this time limit. Formulating a complaint does not give the customer the right to suspend his payment obligation. The entry of the invoice in our outgoing invoice register always constitutes irrefutable proof of both its dispatch on the set date and its receipt. Transuniverse shall only be liable for damage to or loss of the goods entrusted to it, by whatever name, and therefore not for immaterial damage, loss of profit, consequential damage, however caused, including damage caused by delay. The client has the obligation to thoroughly check any document upon receipt and to notify us within twenty-four (24) hours of any deviations and/or errors, giving detailed reasons, in order to allow us to make the necessary improvements. After the expiry of the aforementioned period, we can no longer be held liable, for whatever reason.
11.2. Complaints and remarks should be sent to the following address: Invoicing Department, Industrieweg 118 B1, B – 9032 Wondelgem (Ghent) and email@example.com or to the Quality department firstname.lastname@example.org.
Article 12 Termination – consequences of termination – suspension – force majeure
12.1. In case a judicial agreement is requested by or granted to the customer, as well as in case of bankruptcy or apparent insolvency of the customer, Transuniverse has the right to terminate all agreements with immediate effect and without justification, without the customer being able to claim any compensation.
12.2. Transuniverse shall not be liable for damage which would result from the termination of the agreement between itself and the client if the agreement was terminated on account of a breach of contract on the part of the client.
12.3. If the customer does not fulfil one of his obligations and in particular does not pay an invoice on the due date, for whatever reason, Transuniverse has the right to suspend any further shipment, to demand immediate payment of all work carried out and to terminate the contract without any notice of default.
12.4. If Transuniverse is unable to fulfil its obligations due to force majeure or hardship or if the execution thereof becomes unreasonably difficult, it has the right to suspend the execution thereof in whole or in part and provisionally for the duration of the force majeure, or permanently, without being obliged to give any notice or to pay any compensation. In the event of force majeure or hardship, Transuniverse is also entitled to unilaterally change the transport costs. Are conventionally considered to be cases of force majeure: weather conditions, exceptional traffic jams, war, blockade, insurrection, strike or lockout, seizure, shortage of means of transport, general scarcity of raw materials and/or materials, restrictions on energy consumption and this either at Transuniverse or at one of its suppliers, employees, subcontractors, etc…
12.5. In the event of non-performance by the customer as a result of which the agreement is dissolved or in the event of late cancellation of the order by the customer, the customer shall owe Transuniverse a fee, which shall be fixed at 25% of the total price of the order. This is without prejudice to Transuniverse’s right to prove higher damage.
Article 13 Arbitration
Before bringing legal proceedings, Transuniverse may make an attempt at reconciliation. This can be done, for example, by the Arbitration Tribunal appointed by the Institute of Arbitration (St-Annadreef 68b, 1020 Brussels, fax +32-(0)70-233.620, www.euro-arbitration.org) in accordance with the SDR (Standard Dispute Rules).
Article 14 Competence
Only peace courts, courts or courts with territorial jurisdiction at the location of Transuniverse’s registered office are to hear disputes arising from the agreement shall have jurisdiction in accordance with the law or substantive law. This is without prejudice to Transuniverse’s right to choose, at its own discretion, to bring the dispute before the court having jurisdiction under ordinary territorial law.
Article 15 Applicable law
The agreements concluded with Transuniverse are governed by Belgian law.
Article 16 Invalidity – nullity – contradictory provisions
16.1. If one or more stipulations of these general terms and conditions, for whatever reason, should not apply, then the remaining stipulations shall nevertheless remain valid. If Transuniverse, as the occasion arises, does not invoke the provisions of these terms and conditions, this does not mean that the right to invoke these terms and conditions in another case has been waived.
16.2. The parties undertake to replace such an invalid, void or unenforceable clause without delay, in mutual consultation, with a clause that comes as close as possible to the purport of the original clause.
16.3. In the event of any conflict between the various language versions of these general terms and conditions, the Dutch text, which is the only authentic text, shall prevail.
Article 17 Amendment of the general terms and conditions
17.1 Transuniverse may at any time amend the general terms and conditions.
17.2 The amended general terms and conditions are immediately applicable.