1.1 These General Terms and Conditions shall apply to each and every engagement for any logistics and transport service in which ACROSS LOGISTICS, S.L., as well as any other company of the group (hereinafter, ACROSS), participates, whether acting as Contractual Carrier, Freight Forwarder, Goods Transport Operator, Logistics Operator, Carrier, Customs Agent, Customs Representative, Authorised Economic Operator, Warehousing Operator, Logistics provider, or in any other activity it may provide and to which these terms may be applicable.
These General Terms and Conditions shall therefore govern each and every contractual relationship that may be entered into between ACROSS and the contracting party that has selected ACROSS' services. By contracting with ACROSS, the Client accepts that these General Terms and Conditions shall apply to any request for the provision of services and to the service actually provided.
For the purposes of these terms, the Client shall mean the party that has contracted ACROSS' services, whether directly or through any intermediary, as well as the party to whom the estimate, quotation, booking, emails, invoices or any other correspondence is addressed, and also the shipper, contractual shipper and actual shipper, consignor, receiver, contractual consignee and actual consignee, owner of the goods or any person having an interest therein, or any of their intermediaries, agents or servants.
These General Terms and Conditions are available to the Client at ACROSS' offices and on the company's website.
It is important that the Client reads these terms carefully and resolves any doubts about them before contracting with ACROSS. If the Client has any difficulty reading or understanding these General Terms and Conditions, it may request that they be sent in another format or submit to ACROSS any questions it may have before contracting for the provision of any service.
1.2 These clauses and conditions, together with the specific terms contained in the bill of lading, waybill or any document that may be formalised, as the case may be, and any additional specifications or documents attached to or incorporated by reference into such documentation, shall be considered jointly as a single contract for the provision of services. Any additional or contradictory clauses or conditions of the Client that may appear in any of its documents shall not apply.
By accepting these General Terms and Conditions, the Client waives the application of any other additional or contradictory clause or condition, which shall in no case be considered an integral part of the contractual relationship, even if ACROSS has not expressly rejected them. Any reference to the transport order, contract or any other documentation issued by the Client shall not imply acceptance of any clause, condition or instruction contained in such documents, unless such acceptance is made expressly by ACROSS.
1.3 The Client declares that these General Terms and Conditions are accepted by a person duly empowered and with sufficient authority to enter into contracts in the name and on behalf of the Client.
1.4 By accepting these General Terms and Conditions, the Client declares that it and any person acting on its behalf is responsible for, and shall comply with, applicable legislation, as well as any other applicable law, ordinance or regulation, and shall bear any costs arising from its non-compliance.
1.5 Without prejudice to their express acceptance from the moment of signature, the parties agree that these General Terms and Conditions shall be deemed incorporated into, and shall therefore be fully applicable to, each and every contractual relationship that may be formalised between the Client and ACROSS.
If these terms are not accepted, the Client must state such non-acceptance expressly, in writing and unequivocally to ACROSS immediately after first receiving them or being notified of their incorporation. Seven days after receipt or notice of incorporation, or after the Client requests the service from ACROSS, they shall be deemed validly incorporated.
1.6 In the event of opposition or discrepancy between these General Terms and Conditions and the provisions of any other documentation of a contractual nature, the provisions of these General Terms and Conditions shall in all cases prevail. The foregoing shall apply unless such contractual documentation expressly refers to the derogation or non-application to the contractual relationship of any specific provision contained in these General Terms and Conditions.
2.1 If there are no specific instructions from the Client or its representative, ACROSS may choose the routes, means and modes of transport and/or storage, as well as any other ancillary conditions before and/or after them, which, in its opinion, are most appropriate to carry out the transport, storage and/or delivery of the goods under the best conditions.
2.2 The goods shall always be dispatched for the account and at the risk of the Client, and insurance shall be arranged in accordance with the express written instructions received from the contractual Shipper or Consignee, as applicable.
2.3 If the contractual Consignee does not take charge of all or part of the goods upon arrival, they shall be deposited for the account and at the risk of the Client or of the relevant party, subject to the provisions of the law or, as the case may be, the commercial practices observed at the place of delivery.
3.1 The transport shall be covered by a waybill, bill of lading, delivery note, etc. issued by ACROSS or by its agents or subcontractors, which shall comply with and be subject to the applicable national rules and international conventions, and whose clauses shall apply between ACROSS and the Client. In the event of any discrepancy between such documents and these General Terms and Conditions, or if there is any gap, the order of priority shall be: first, the bill of lading, waybill or other transport document used; second, these General Terms and Conditions; and third, any other document used that may apply to the service provided.
3.2 Any mention contained in bills of lading, waybills or any other document that aggravates or imposes liability greater than that established in these General Terms and Conditions or in any other applicable national or international rule shall be null and void.
4.1 The Client guarantees to ACROSS the accuracy of the declaration of the goods with regard to their characteristics, description, marks, numbers, quantity, weight and volume. The Client shall be liable for any losses, damage, breakdowns and/or penalties caused to third parties by the inaccuracy of the aforementioned data, as well as those arising from inadequate, defective or improperly used packaging that causes damage or prejudice to the goods themselves, handling equipment, means of transport or facilities, or to any other goods, even where such inaccuracies or deficiencies arise in operations not carried out directly by ACROSS. The Client shall also indemnify ACROSS for any additional expenses caused by such circumstances.
With respect to any quantitative discrepancies that may arise between the declaration provided by the Client and the goods actually delivered under Temporary Storage Facility (ADT) or Customs Warehouse (DA) regimes, the Client shall be liable and shall hold ACROSS harmless from any cost, expense, supplementary assessment of duties and taxes, penalties, fines, surcharges or default interest that the Customs Authority or any other Public Administration may claim.
4.2 The Client expressly guarantees and represents that the packaging provided is suitable for the performance of the contracted service. The Client shall also guarantee, where applicable, that the equipment used for the transport of goods and made available to ACROSS is in optimal condition for loading, unloading, transport and empty return (container, etc.). If the equipment has damage, whether apparent or not, the Client shall release ACROSS from any liability that may arise for that reason.
Unless the Client provides express instructions to ACROSS, no special action shall be taken with respect to the packaging, for which the Client is fully responsible.
4.3 The Client shall be obliged to inform ACROSS of the dangerous nature of the goods delivered for transport, storage or handling and, in addition, of any precautions that may need to be adopted. In all cases, the Client shall provide ACROSS in advance with the safety data sheet for the goods, and ACROSS must expressly accept delivery of such goods for transport, storage or handling.
Loading orders for dangerous goods must be issued with an additional minimum notice of 24 hours with respect to the deadlines required for conventional goods. Every shipment of dangerous goods must comply with ADR, IMO and any other regulations in force from time to time and applicable. The contractual shipper and the Client are solely responsible for compliance with applicable law regarding packaging, documentation, marks, waybills and any other requirement necessary for the transport of such goods, releasing ACROSS from any liability arising from non-compliance vis-a-vis third parties.
In the event of omission, inaccuracy or insufficient information regarding the dangerous nature of the goods, as well as lack of instructions or precautions to be adopted by ACROSS, the contractual shipper and the Client shall be liable for the damage caused by the goods. ACROSS shall be entitled to recover any expenses caused to it for such reason and shall be exempt from any liability if the goods must be unloaded, destroyed, neutralised or rendered harmless, as circumstances may require, without any right to compensation.
4.4 The Client understands and accepts that neither ACROSS nor its agents or representatives have the capacity to verify the truthfulness of the information provided regarding the condition of the goods. In the event of omission or insufficient or erroneous information, as well as delay in issuing such information, the Client shall be liable for the damage caused. ACROSS shall also be entitled to reimbursement of the expenses caused to it for that reason and shall be exempt from any liability if the goods must be unloaded, destroyed or neutralised, as circumstances may require, without any right to compensation for the Client.
4.5 In the event that containers or other equipment are assigned, the assignment of such equipment shall be made on a personal and non-transferable inter vivos basis to the assignee and is therefore expressly restricted to that assignee, without prejudice to any subcontracting that the assignee may carry out in the exercise of its activity, which must be expressly accepted by the assignor, including the mandatory authorisation of the Port Authority where applicable. Likewise, the vehicles used shall meet the appropriate conditions for the transport of the shipment in question. The assignee must inspect the unit and confirm that it is suitable for shipment and destination, being entitled at that time to reject any equipment it considers unsuitable for the scheduled shipment. The assignor undertakes to provide a new unit at that same time. The assignor shall not accept subsequent claims or additional costs from the assignee arising from the assignee's failure to inspect.
The assignee agrees to indemnify and hold ACROSS and/or the assignor harmless from any liability related to delay or late return of the equipment, misuse of the equipment and/or any administrative, civil or criminal liabilities that may arise in connection with the transport, whether by action or omission of the assignee. The assignee also undertakes to pay the assignment price and any type of demurrage and/or additional occupation costs or any other costs related to the delay in returning the assigned equipment.
If ACROSS receives a judicial or extrajudicial claim for payment of any amount, demurrage, expense or liability arising from the use, delay in return, or breaches by the assignee, the assignee undertakes to pay ACROSS, upon first demand, the amounts claimed, without any prior judgment being necessary. If the assignee wishes to dispute the reality or amount of such claims, it may avoid payment by issuing a first-demand guarantee ensuring full satisfaction to ACROSS of the amounts claimed and related expenses.
4.6 The Client represents and warrants that the goods delivered to ACROSS are legal in the country of origin and the country of destination, as well as in any other intermediate place or port, that they may be unloaded and introduced into the country of destination, and that they do not contain contraband, drugs or any other illegal or prohibited substances. The Client guarantees that the goods comply with all laws, regulations, rules, standards, agreements, prohibitions, best practices and requirements of customs, governmental, port, health, tax or any other authorities that are, may be or may become applicable to the goods.
If, directly or indirectly, any losses, damage or expenses arise from or result from the inaccuracy of the description of the goods or from the breach of the foregoing and affect ACROSS, its employees, agents, subcontractors or entities used in the logistics chain, the vessel, the goods or other goods carried, the Client expressly admits its liability for them, whether or not it was aware of the nature of the goods, and releases ACROSS, its agents, employees, subcontractors and, in general, all collaborators involved in the transport of the goods from any liability.
4.7 If, by order of the authorities of any jurisdiction, part or all of the goods transported are retained and/or confiscated, and/or a container must be opened to allow inspection for any reason, ACROSS shall not be liable for any loss or damage caused in connection with the opening, unloading, inspection, reloading, retention, destruction or delay of the goods. ACROSS shall be entitled to claim from the Client payment of the charges, penalties, fines, sanctions, costs, losses and expenses resulting from such actions, including but not limited to retention, demurrage and storage costs of the goods or container.
5.1 The Client accepts that ACROSS shall perform the contract and other instructions, and shall organise the transport, handling, haulage and storage of the entrusted cargo at its discretion, except where the Client issues specific instructions in sufficient advance and does so expressly by any accepted means.
5.2 Unless the applicable regulations exclude liability for all or any of these circumstances, ACROSS shall be liable for the damage resulting from loss, damage or delay in delivery of the goods if the event that caused such damage occurred between the moment when ACROSS took charge of the goods and the moment when they are delivered. However, ACROSS shall not be liable for the following:
5.2.1 Fault or negligence of the Client or of its authorised representative.
5.2.2 Damage arising from:
a) The manner in which the goods have been loaded, stowed, stacked, lashed or secured in the container.
b) Defective/incorrect packaging, marking, labelling or distinguishing marks, or the absence or insufficiency thereof, provided that ACROSS was not responsible for carrying out the packaging and marking of the goods. ACROSS shall also not be responsible for the packaging of the goods where it cannot verify their contents.
c) The fact that the goods are not suitable for transport in the container supplied, or for being transported in a container between the ports or places specified in the relevant document.
d) The fact that the container is unsuitable or defective, or that its refrigeration controls are incorrectly set.
e) The loading of refrigerated goods that have not been pre-cooled to the appropriate temperature for transport, or that have been loaded before the refrigerated container had been adequately cooled to the agreed transport temperature.
5.2.3 Import/export prohibitions.
5.2.4 Force majeure events such as natural disasters, war, rebellion, revolution, insurrection, usurpation of power or confiscation, strike, lockout or other labour disputes affecting work.
5.2.5 Theft.
5.2.6 Circumstances that ACROSS could not have avoided and whose consequences it could not have foreseen.
5.2.7 Inherent vice and nature of the goods.
5.2.8 Piracy.
5.2.9 Any other grounds for exemption established in the conventions or legal provisions in force.
5.3 ACROSS shall not be liable for loss of or damage to the goods unless such loss or damage occurs while the goods are under the custody and control of ACROSS and before they have been made available to the Client, from which moment ACROSS shall not be liable under any circumstances.
5.4 ACROSS shall not be liable if the goods have been transported by the Client or its representative.
5.5 ACROSS shall not be liable for the consequences arising from loading or unloading operations not carried out by it.
5.6 ACROSS shall not be liable for loss, damage or expenses arising from insufficiency or inaccuracy in relation to the number, contents, weight, marks or description of the goods.
5.7 ACROSS may benefit from any exemptions from liability, limitations of liability, time limits for notice or for bringing actions, and even, at its option, any jurisdiction clauses applicable to contractual carriers or any other subcontractor it has used to perform the instructions received.
5.8 ACROSS shall only be liable for errors made in the documentation or delivery of the goods if it has acted with gross negligence or wilful misconduct. In such cases, its liability shall be limited as established in the CMR Convention or applicable legislation.
5.9 ACROSS shall not be liable for compliance with instructions given after the issuance of shipping or transport documents, or for any contingency arising from such subsequent instructions.
5.10 ACROSS shall not be liable for loss, damage or expenses arising from the late delivery of documentation or instructions provided by the Client and necessary for the performance of the transport, for which the Client shall be solely responsible.
5.11 Where liability arises from facts or acts occurring during the performance of the transport, and ACROSS must be subrogated into such liability, it may in no case exceed the liability assumed towards the intermediary involved in the course of the transport, in accordance with the regulations and international conventions in force.
5.12 Where the transport is carried out by two or more different modes of transport, ACROSS' liability shall be that applicable under the regulations governing each stage or mode of transport. Where it cannot be determined at which stage of the journey the damage occurred, ACROSS' liability shall be decided in accordance with Law 15/2009 on the contract for the carriage of goods by road, the Hague-Visby Rules, or the applicable legislation. Likewise, notices of claim for loss, damage or delay in the goods shall be governed by the rules applicable to the mode of transport in which delivery of the goods is or should be made.
5.13 ACROSS shall be responsible for the choice of and instructions given to subcontracted agents such as carriers, freight forwarders, warehouse operators, etc., but shall be released from any liability if the choice of agent has been made following the instructions of the Client, shipper or any of the parties interested in the goods, as well as where the instructions have been transmitted to the subcontracted agents in accordance with the orders received from the Client or shipper. In such case, ACROSS may waive its rights against the subcontracted agents by assigning them to the Client/shipper.
5.14 In the event that original bills of lading (B/L) are sent by courier or by any other means other than in-person collection of the documentation at ACROSS' offices, such sending shall be carried out, unless expressly agreed otherwise, exclusively for the account and at the risk of the Client. ACROSS shall be fully released from liability for delay, loss, theft, deterioration or misuse of the originals, as well as for any economic or commercial consequence arising therefrom.
5.15 In no case shall ACROSS be liable for loss of profit, consequential, patrimonial, indirect, exemplary or punitive damages, and in particular there shall be no liability whatsoever of ACROSS for interruption of production, business or sale arising from delay, loss, theft or damage to the goods, nor for fines, penalties, claims for losses due to depreciation or penalty clauses, fluctuations in currency exchange rates or in the value of the goods, or taxes or duties increased by the authorities for any reason whatsoever.
5.16 As Freight Forwarder, Transport Commission Agent or Logistics Operator, ACROSS shall be responsible for organising the transport and shall be liable for breach of its contractual obligations in the cases, circumstances and only during the period of liability provided for in national legislation and in the applicable International Conventions, and always under the same circumstances and occupying the same position as if it were the actual carrier.
5.17 As warehouse keeper and depositary, ACROSS shall be liable only for damage to the goods that occurs as a result of a breach of its contractual obligations in the cases and circumstances provided for in the applicable rules. Its liability shall begin when the goods are delivered to ACROSS and shall end when they leave its warehouses for transport. If the Client does not require the counting and/or weighing of the goods prior to their storage, it waives the right to claim for shortages that may occur when they are delivered, unless it can prove the shortage and that it was caused by fault or negligence of ACROSS.
5.18 As customs broker, ACROSS shall be liable only for damage caused by its own fault or negligence, but shall in no case be liable where it has followed the Client's instructions. Likewise, ACROSS shall not be liable in cases where the customs authorities state that there has been no error in the declaration of the goods. Similarly, the Client accepts that it is the taxpayer and that ACROSS acts only in accordance with its instructions. The Client is solely responsible for the correctness of tariff codes, origin, declared value and any other expenses necessary for customs clearance, and ACROSS shall act exclusively on the basis of the information provided by the Client and shall have no obligation to verify it. The Client shall hold ACROSS harmless from any adjustment, penalty, surcharge, interest or liability arising from errors or inaccuracies in such data.
5.19 In no case shall ACROSS be liable for the payment of fines, penalties or any other expenses arising from economic sanctions, export/import restrictions or breach of regulations that may affect the products, operations or parties involved. The Client shall be solely responsible for verifying such restrictions and shall hold ACROSS harmless from any consequence arising from such breach.
6.1 ACROSS' liability for loss of or damage to the goods, unless mandatory regulations provide otherwise, shall be limited, at most, to the price paid for the transport or service provided. By exception:
6.1.1 For domestic road transport within Spain, the limitation provided for in Law 15/2009 of 11 November on the contract for the carriage of goods by road shall apply.
6.1.2 For international road transport, the limitation provided for in the CMR Convention shall apply.
6.1.3 For international maritime transport, the limitation provided for in the Hague-Visby Rules or the regulations implementing them shall apply.
6.1.4 For domestic maritime transport, the limitation of liability provided for in the preceding point shall apply by virtue of the reference made to it in the Maritime Navigation Act.
6.1.5 For air transport, the limitation provided for in the Montreal Convention shall apply.
6.1.6 Any clause contained in any document other than these General Terms and Conditions that directly or indirectly increases the quantitative limits established in this section shall be null and void and deemed not to have been included.
6.2 ACROSS shall not in any case be liable for delay in delivery, except where expressly established by the applicable legal regulations, in which case it shall be liable on the terms determined by such regulations, but in no case may such liability exceed the equivalent of the price that should be paid under the contract concluded with ACROSS. In any event, the Client understands and accepts that the indicated delivery times shall be considered approximate and shall be subject to the vicissitudes of the means of transport used, releasing ACROSS from liability for delays that may be caused as a result of changes made by the relevant means of transport. If the Client wishes delivery of goods within a specific period to be guaranteed, it must state this when contracting the transport service in order for it to be binding, and ACROSS must in turn expressly accept it in writing.
6.3 ACROSS aggregate liability shall not exceed the limits of liability for total loss of the goods.
6.4 These limitations shall apply to all claims brought against ACROSS, whether contractual or non-contractual claims.
6.5 ACROSS shall only be liable for errors made in the documentation or delivery of the goods if it has acted with gross negligence or wilful misconduct. In such cases, its liability shall likewise be limited to the limits established in the CMR Convention or applicable legislation.
7.1 ACROSS is authorised to select and contract freight forwarders, carriers, warehouse operators, customs agents, shipowners, shipping lines, airlines, charter brokers and any other agents if required for the transport, storage, handling and delivery of goods, all of whom shall be considered independent agents of ACROSS.
7.2 The goods shall be entrusted to them subject to these terms, including limitations of liability for loss, damage, expenses or delay in delivery, as well as to the applicable rules, regulations, stipulations and conditions, whether written, printed or stamped, appearing in the route sheets, waybills, bills of lading and receipts issued by such freight forwarders, carriers, warehouse operators, etc., or those contained in the applicable national rules or international conventions.
8.1 Any direct legal action against employees and/or servants of ACROSS, whether permanent or temporary, for loss of or damage to the goods, shall only be possible within the limits contemplated in clauses 6 and 7. In the event of joint legal action against ACROSS and its employees, whether permanent or temporary, the maximum compensation shall not exceed the limits stipulated in clause 6.
9.1 ACROSS does not insure loss or damage during haulage, storage or transport of the goods or during the provision of any other service, unless the Client specifically instructs it in writing, in which case the Client must mandatorily pay the corresponding amount.
9.2 When ACROSS is expressly instructed by the Client to arrange insurance for goods, ACROSS shall always contract in the name of the Client, acting as agent. The Client expressly accepts that ACROSS is authorised to introduce a non-subrogation clause against ACROSS in respect of any claims that the insurer may bring once the loss has been paid.
9.3 ACROSS shall not be liable for any disputes or claims that may arise between the Client and the contracted insurance company as a result of the insurance of the goods.
9.4 When the Client insures the goods, it expressly undertakes to include a non-subrogation clause against ACROSS. If it fails to do so, the Client expressly assumes the obligation to hold ACROSS harmless from any claim arising from breach of this clause.
9.5 The terms and conditions of the insurance shall be those set out in the contracted insurance policy, which shall be made available to the Client upon its express request.
10.1 Transport and the other services forming part of ACROSS' activity, as well as expenses arising from transport, for example demurrage and occupation, or any expenses incurred, shall be deemed contracted according to the rates in force at the time of contracting and within the limits established therein. If there are no rates, the contract shall be made at the usual or market prices corresponding to the place where it is made. Additional expenses arising as a result of events or circumstances after the date of contracting or, as the case may be, after the date of issuance of the shipping or transport documents shall be for the Client's account, provided that they are duly justified and are not due to the fault or negligence of any of those involved in the provision of the contracted services.
10.2 Freight shall accrue and be payable when ACROSS, itself or through subcontractors, receives the goods, whether the Freight has been paid in advance or is payable upon delivery of the goods. ACROSS shall be entitled to collect all Freight due to it under any circumstances, even if the Vessel and/or the goods have been lost, and regardless of whether the voyage has been abandoned. Where payment of the freight by the consignee of the goods is agreed, the Client shall be jointly and severally liable for payment thereof in the event of non-payment by the consignee.
10.3 Payment of any expenses and services provided by ACROSS shall be made in cash, unless special terms have been previously agreed.
10.4 ACROSS has a pledge and/or lien over the goods for all amounts owed to it by virtue of the services entrusted to it by the Client, consignor and/or consignee, or the representatives of either. It may enforce its right by any means it deems appropriate and which is admissible under the laws of the place where such rights are exercised or, failing that, of the place of dispatch of the goods or the place where they are to be delivered. If the goods are lost or destroyed, ACROSS shall have the same rights mentioned above in respect of the compensation paid to it by insurance companies, transport companies or others. Unless an express legal provision provides otherwise, this right shall extend to all shipped goods even if they do not correspond to the shipments for which the Client owes the invoices.
10.5 In the event of delay in payment of any expenses and services provided by ACROSS, the debtor shall be obliged to pay the default interest established in Law 3/2004 of 29 December on measures to combat late payment in commercial transactions, or the applicable regulations in force. It shall also be responsible for paying any loss due to currency exchange fluctuations, bank charges and any other economic loss suffered by ACROSS or its agents due to the delay in payment.
10.6 Likewise, any deferral of invoice payment shall be limited to the period agreed in each case with the Client and may not exceed an invoice due date of 60 days from the date of the invoice or performance of the Service.
10.7 The Client may not deduct, set off or refuse payment for the services provided at the due date of the invoices without the express consent of ACROSS.
10.8 The Client is obliged to pay not only the price of the services contracted with ACROSS, but also any duly justified additional expense incurred in connection with the transport, including expenses caused by delay in receiving/collecting the container at the port of destination, such as container demurrage and occupation costs.
11.1 ACROSS shall in all cases have the right to retain the goods transported and the documentation of Clients that have not paid the amounts owed to it by virtue of the services entrusted to it, as well as where the Client breaches the payment terms agreed with ACROSS. In such case, such agreement shall be deemed invalid and unenforceable, and all unpaid amounts shall automatically be considered immediately due, with ACROSS having a lien over all goods under its control. In addition, ACROSS may enforce any other lien admissible under the law. ACROSS shall be entitled to initiate any notarial proceedings permitted by law.
11.2 The Client shall be responsible for any damage or deterioration suffered by the goods, especially if they are perishable, due to the lien or notarial proceedings that ACROSS or its agents have had to carry out.
11.3 If the goods over which the lien or notarial proceedings are to be exercised are lost or destroyed, ACROSS shall have the same rights mentioned above in respect of the compensation paid by insurance companies, transport companies, etc.
11.4 Unless an express legal provision provides otherwise, this right shall extend to all shipped goods even if they do not correspond to the shipments for which the Client owes the invoices.
12.1 At the time of delivery of the transported or stored goods, the receiver must verify the condition in which the goods are received, as well as the quantity, number and weight of the packages delivered. If any defect or damage to the goods, or loss of any piece/package, is found, the receiver must record, at the same time as delivery of the goods, in the waybill or bill of lading, the defect/damage or loss of the goods found.
12.2 If any irregularity, damage or loss of goods cannot be detected at the time of delivery, the receiver must state its reservations in writing within 24 hours following delivery of the goods, or within the terms and conditions stated in the waybills, bills of lading, transport documents or applicable legislation, if these are shorter.
12.3 The provisions of the preceding sections are deemed to be a procedural requirement; therefore, if the reservations are not recorded within the stated terms, the right to claim shall be deemed forfeited.
12.4 The Client accepts and understands that, in order to claim against ACROSS, it has the obligation to preserve, at its cost and under its custody, the goods in respect of which it makes a claim, and is obliged to invite ACROSS to inspect them in order to obtain sufficient and legally valid evidence regarding the extent and cause of the claimed damage and/or losses. The Client accepts that, if it does not allow ACROSS to carry out such inspection, ACROSS shall be exempt from all liability and shall not be responsible for the claim brought by the Client, since the inability to carry out the inspection would leave ACROSS in a defenceless position because it would be unable to defend the claim brought.
13.1 Unless a mandatory rule to the contrary applies, actions for loss, damage or delay may not be exercised if, at the time of delivery of the relevant shipments, the corresponding reservations were not formalised. In the case of losses, damage or delays occurring during the material performance of the transport, and where the regulations are mandatory, protests and reservations must be made in the terms and conditions set out in the regulations in force and in the international conventions governing the relevant mode of transport.
13.2 The maximum period during which actions may be brought against ACROSS shall be one year from the date on which the goods are made available to the Client or, in the event of total loss, from the date on which the goods should have been made available.
13.3 Notwithstanding the foregoing, all actions relating to the services provided by ACROSS shall be time-barred/forfeited within the period stated in the regulations in force and, where applicable, the international conventions governing the different modes of transport, with the limitation or forfeiture period beginning to run in accordance with what is established in each regulation or convention.
14.1 In addition to the causes legally established, those provided for in the relevant sections of these General Terms and Conditions, and those that may be established in the corresponding waybill, bill of lading, contract or relevant document, the contractual relationship shall be terminated if any of the following causes occur:
14.1.1 Mutual agreement between the parties.
14.1.2 The cessation or suppression, even temporarily, of the provision of the services by either party.
14.1.3 The request for or declaration of insolvency proceedings or any other state of insolvency of either party.
14.1.4 At the request of either party, in the event of breach by the other party of any of the obligations it assumes through the contractual relationship, provided that such breach is not remedied within fifteen (15) days from receipt of notice from the other party.
14.2 Termination of the contractual relationship for any of the causes provided for in section 14.1 shall not give rise to the right to collect compensation or any amount, except where the contractual termination is caused by a serious breach by either party, which shall entitle the other party to claim the damages and losses of any nature that the contractual termination may cause.
15.1 Neither party shall accept the commission of any offence, acting with zero tolerance towards risks of a criminal or corrupt nature, whether directly or through third parties in relation to the activity forming the subject matter of the contract.
15.2 The parties undertake not to offer, deliver, agree to deliver, accept or agree to accept any gift, monetary benefit of significant amount, or benefit of any other kind that the recipient should not receive by reason of the negotiation, conclusion or performance of this contract, and that may be addressed to, or come from, any employee, representative, supplier or third party acting on behalf of the other party.
15.3 They likewise undertake to immediately notify the other party of any knowledge or specific suspicion of any kind of corruption or bribery taking place in, or affecting, the negotiation, conclusion or performance of this contract.
15.4 In the event of breach of the contents of this clause, ACROSS may suspend or terminate this Contract unilaterally and without prior notice.
16.1 The Parties agree to treat as confidential any information that either of them may disclose by any means to the other in connection with the performance of the contracted services, undertaking not to transmit it to third parties and to use it exclusively for the purposes of such relationship, except to the extent disclosure is necessary to comply with legal, accounting or regulatory requirements, or judicial or administrative decisions.
16.2 The confidentiality obligation established in this clause shall remain in force even after termination, for any reason, of the contractual relationship, for a period of ten (10) years from such termination.
16.3 Each party shall be responsible for compliance with the confidentiality obligations by its personnel and by any persons or entities connected with the performance of the contractual relationship and its subject matter.
16.4 Any disclosure, communication, announcement or publicity to the media in relation to the existence of the contractual relationship, its subject matter or the provisions thereof must be coordinated and previously approved in writing by both parties. Likewise, if the Client intends to refer to the existence of the contractual relationship, its subject matter or the provisions thereof for commercial purposes in its relations with third parties, it must in all cases obtain ACROSS' prior express consent.
16.5 Once the provision of the services has ended, or even earlier if ACROSS so requests, the Client shall return all documentation in its possession relating to them.
16.6 The Client shall adopt appropriate organisational and technical measures to guarantee the confidentiality, authenticity, integrity and availability of the information relating to the contracted services. Such measures shall be consistent with good industry practice and include an appropriate information security management system compatible with standards such as ISO/IEC 27001 or IEC 62443, to the extent applicable.
16.7 The Client shall adopt appropriate rules, processes and methods to prevent, identify, assess and remedy any vulnerability, malicious code and security incident that may arise as a result of the contractual relationship, in accordance with good industry practice and standards such as ISO/IEC 27001 or IEC 62443, to the extent applicable.
16.8 The Client shall continue to provide support and services to repair, update and maintain the products and services, including providing patches to ACROSS to resolve vulnerabilities during the provision of the services.
16.9 The Client grants ACROSS the right to check the systems for malicious code and vulnerabilities at any time, and must provide ACROSS with any appropriate assistance.
16.10 The Client shall assign to ACROSS a contact person for all matters related to information security.
16.11 The Client shall inform ACROSS without delay of all relevant actual or potential information security incidents and of vulnerabilities discovered in the Client's operations, services and products, whenever ACROSS is or may be affected, and shall proceed to remedy them.
17.1 In compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on Data Protection, and Spanish Organic Law 3/2018 of 5 December on the Protection of Personal Data and Guarantee of Digital Rights, the Parties undertake as follows:
17.1.1 The personal data of natural persons provided in connection with the formalisation of the provision of services shall be processed by each of the Parties solely for the purpose of executing and fulfilling the contracted provision of services and for sending, through them, any communications that may be necessary.
17.1.2 Except by legal obligation or for the proper provision of the contracted services, the data of such persons shall not be communicated to any other company, nor used for any other purpose.
17.1.3 Such data shall be retained while the contractual relationship remains in force and for any additional legal period established in order to deal with possible claims arising from the use that may have been made of them.
17.1.4 The signatories and contact persons may exercise their rights of access, rectification, erasure, objection, restriction of processing and any other rights legally provided by sending a written communication, attaching a copy of their ID document, addressed to the following email address of ACROSS and to the email address provided by the Client:
derechosprotecciondatos@acrosslogistics.com
17.2 The Parties guarantee that they shall previously comply with the duties of information and, where applicable, consent required by the applicable regulations, undertaking to communicate any incident or update of personal data of which they become aware, especially those relating to the rights of the data subject.
17.3 Without prejudice to any other agreements between the Parties, both undertake to keep the strictest confidentiality, until termination or early termination of the corresponding contractual relationship and for ten years thereafter, regarding any personal data provided or to which they may have had access. The Parties shall extend this obligation to all personnel at their service, including employees, suppliers and collaborators.
17.4 In the event of a security breach that may affect the personal data to which access has been obtained as a result of the provision of services, the Parties undertake to inform the affected Party of such incident. The communication must be made immediately upon becoming aware of the breach and always before any notification, within the legally established period under the regulations that may apply, that may be required to the authorities, data subjects or affected persons. The Parties undertake to provide all information that may be required by the affected Party in order to comply with legal obligations or good practices existing at any time.
17.5 If subcontracting exists and is in accordance with the terms of the contractual relationship, the Client expressly authorises ACROSS to transfer, in whole or in part, the personal data and/or the file to the person or entity (hereinafter, the Subcontractor), whose identifying details, including full corporate name and tax identification number, must be communicated to the Client by the means chosen by the Client.
17.6 La transferencia a realizar por ACROSS al Subcontratista tendrá como causa única y límite inexcusable la subcontratación de todos o alguno de los servicios contratados por el Cliente a ACROSS y no supondrá, en ningún caso, menoscabo o disminución de las obligaciones y responsabilidades asumidas por ACROSS. ACROSS garantiza que, en caso de que la subcontratación implique una transferencia internacional de datos, ésta únicamente podrá llevarse a cabo si el Subcontratista o el país de destino en el que los Subcontratistas tratarán los datos personales de el Cliente, se encuentran previamente calificados como que ofrecen un nivel adecuado de protección a juicio de la autoridad competente en materia de protección de datos.
17.7 Once the provision of the services has ended or, as the case may be, the contractual relationship has been terminated early for any reason, the Parties undertake to destroy or return, at the choice of the other Party, any information containing personal data that has been transmitted or to which access has been enabled in connection with the provision of the service.
18.1 If, for any reason, any clause of these terms and conditions of contracting, or any part thereof, is declared null, valid or unenforceable, or if it is considered that there has been any omission of information by ACROSS by a judge or institution with sufficient competence and authority, the remaining clauses shall continue to be fully valid and enforceable.
19.1 These General Terms and Conditions, as well as the relationship arising from the corresponding contractual documentation, shall be governed, unless a mandatory rule to the contrary applies, by the rules of the Spanish legal system.
19.2 Notwithstanding the foregoing, where all relevant elements of the situation are located in a country other than Spain, the application of the provisions of the law of that other country that the Parties cannot exclude by agreement shall not be prevented.
19.3 If discrepancies arise regarding the performance and interpretation of the documentation forming the contractual relationship, both parties agree that, before submitting them to the courts, they shall try to resolve them amicably. For these purposes, each party shall appoint a representative with sufficient authority who shall meet with the representative of the other party in order to resolve the differences raised.
19.4 For the resolution of any dispute that may arise in relation to the contractual relationship and the corresponding services, the parties irrevocably submit to the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may correspond to them and, in particular, expressly waiving the Transport Arbitration Boards.