Terms & Conditions

General Terms and Conditions of Tieleman Logistics

Article 1 Applicability

1. These General Terms and Conditions (hereinafter referred to as the "General Terms and Conditions") apply to Tieleman Logistics Beheer B.V., Tieleman Logistics Solutions B.V., Tieleman Logistics International B.V., and their subsidiaries, as well as all affiliated companies, hereinafter collectively referred to in the General Terms and Conditions as "Tieleman Logistics."
2. Unless explicitly agreed otherwise in writing in advance, these General Terms and Conditions apply to all quotations and/or order confirmations issued by Tieleman Logistics, as well as to all agreements with Tieleman Logistics and to all activities performed by any subsidiary, affiliated company, and/or third parties.
3. If an agreement is entered into under the applicability of these General Terms and Conditions, they shall apply without exception to all future quotations, order confirmations, and agreements with Tieleman Logistics. In such cases, the General Terms and Conditions shall be deemed known and accepted by the parties.
4. If Tieleman Logistics does not invoke any provision of these General Terms and Conditions in a specific case, this does not imply that Tieleman Logistics waives its right to invoke said provision in other cases.
5. The applicability of any general (purchase) terms and conditions of the client or any party joining the agreement between Tieleman Logistics and the client (hereinafter referred to as the "Contracting Party") is explicitly rejected, even if these are mentioned in the assignment given to Tieleman Logistics.

Article 2 Industry Terms and Conditions Applied by Tieleman Logistics

1. In addition to these General Terms and Conditions, the latest versions of the following industry terms and conditions apply:
   a. For national road transport: the General Transport Conditions (AVC 2002);
   b. For national and international tank and bulk transport by road: the General Tank Transport Conditions for the Transport of Bulk Goods by Road, issued by sVa/Stichting Vervoeradres;
   c. For international road transport: the CMR Convention, supplemented by the AVC 2002 and – for tank and bulk transport – by the aforementioned Tank Transport Conditions;
   d. For forwarding activities: the Dutch Forwarding Conditions - general conditions of the Fenex;
   e. For storage and warehousing: the General Storage Conditions, issued by sVa/Stichting Vervoeradres;
   f. For logistics activities: the PD Conditions, issued by sVa/Stichting Vervoeradres.
2. If any provision of the above-mentioned industry terms and conditions conflicts with a provision of these General Terms and Conditions, the provision of these General Terms and Conditions shall prevail (particularly regarding the jurisdiction clause in Article 12(2), which exclusively grants jurisdiction to the Rotterdam District Court). However, the liability provisions in the industry terms and conditions take precedence over those in Article 4 of these General Terms and Conditions, except that if Tieleman Logistics' liability under these terms exceeds €1,000,000, Tieleman Logistics' liability is in all cases, except for intent or gross negligence by its management, limited to €1,000,000 per event or series of related events.

Article 3 Execution of Assignments by Tieleman Logistics

1. Tieleman Logistics is entitled to employ alternatives and/or engage another subsidiary, affiliated company, or third party if necessary to ensure the proper and timely execution of assignments, with or without prior approval from the client. The client must provide all cooperation necessary for Tieleman Logistics to fulfill its obligations properly.
2. Tieleman Logistics is entitled to charge the client for additional unforeseen costs that were necessary for the proper and timely execution of assignments.
3. If the client does not cooperate as described in Article 3(1) or otherwise hinders or prevents Tieleman Logistics from fulfilling its obligations, Tieleman Logistics shall not be liable for any damages, regardless of their nature or cause.

Article 4 Liability

1. For activities covered by the industry terms and conditions listed in Article 2, Tieleman Logistics' liability is determined by those terms, subject to Article 2(2) of these General Terms and Conditions. If no liability is defined, Tieleman Logistics shall not be liable for damages unless the client proves that the damage was caused by a breach of Tieleman Logistics' obligations under the agreement.
2. Tieleman Logistics is not liable for damages resulting from non-performance or delays caused by force majeure. Force majeure includes, but is not limited to, war, riots, sabotage, government actions, labor disputes, theft, vandalism, natural disasters, blockades, and ferry disruptions.
3. Tieleman Logistics is not liable for damages, other than damage to or loss of goods, caused during unloading, except in cases of intent or gross negligence by its management.
4. Except for cases of intent or gross negligence by Tieleman Logistics' management, its liability is limited to €1,000,000 per event or series of related events.

Article 5 Dangerous Goods

1. If goods are classified as dangerous under applicable laws and regulations, including the ADR and national regulations like the VLG, these regulations apply to their transport. If Tieleman Logistics incurs damages due to the client's non-compliance with such regulations, the client must fully compensate Tieleman Logistics.
2. The client is also liable for damages caused by dangerous goods or their handling, unless caused by intent or gross negligence by Tieleman Logistics' management. Damages include third-party claims, personal injury, and property damage.

Article 6 Indemnification and Himalaya Clause

1. The client must indemnify Tieleman Logistics against third-party claims for damages arising during its operations, except where the damage was caused by intent or gross negligence by its management.
2. The client must indemnify Tieleman Logistics against third-party claims exceeding €1,000,000, except in cases of intent or gross negligence by its management.
3. Subordinates and third parties engaged by Tieleman Logistics may invoke all liability limitations applicable to Tieleman Logistics under these General Terms and Conditions or applicable laws.

Article 7 Pricing

If cost factors change after the agreement, Tieleman Logistics may adjust the price accordingly. Clients will be notified in writing.

Article 8 Payment and Proof of Delivery

1. Payments must be made within 14 days of the invoice date. Client-imposed payment terms are not accepted unless explicitly agreed in writing.
2. Invoices not disputed within 14 days are deemed accepted.
3. The agreed price is due immediately after delivery, regardless of possession of a delivery receipt.
4. Clients may not offset or suspend payments.
5. Failure to pay on time results in default without notice, with statutory commercial interest and collection costs (set at 12% of the claim) applying.

Article 9 Lien and Retention Rights

1. Tieleman Logistics has lien and retention rights over goods, documents, and funds in its possession for claims against the client.
2. This right extends to claims from previous agreements.
3. If payment is not made, Tieleman Logistics may sell the collateral according to legal or mutual agreement.

Article 10 Termination

Tieleman Logistics may terminate the agreement in case of the client's default, bankruptcy, or liquidation, without prior notice or judicial intervention, while retaining the right to claim damages.

Article 11 Electronic Communication

1. Electronic communication is admissible as evidence in disputes unless it fails agreed formatting or security standards.
2. Electronic messages have the same evidentiary value as written documents.

Article 12 Governing Law and Jurisdiction

The legal relationship between Tieleman Logistics and its clients is governed by Dutch law. All disputes shall exclusively be resolved by the Rotterdam District Court.

Article 13 Language

These General Terms and Conditions are available in Dutch and English. In case of discrepancies, the Dutch version prevails.

Filed with the Chamber of Commerce of Zeeuws Vlaanderen by Tieleman Logistics.