Samskip subcontracting conditions
SAMSKIP SUBCONTRACTING CONDITIONS
Article 1- DEFINITIONS
1.1 Within these Conditions, the words and expressions in printed below in bold shall be given the meanings stated behind them;
Chassis means any road transport chassis that is owned or leased by Samskip, that is made available to the Haulier for the provisions of Transport Services;
CMR the provisions of Convention on the Contract for the International Carriage of Goods by Road done at Geneva on the 19th of May 1956 as amended by the Protocol to the Convention on the Contract for the International Carriage of Goods by Road (CMR), done at Geneva on the 5th of July 1978;
Conditions these Samskip Subcontracting Conditions printed herein and as varied from time to time;
Customer any party for whose benefit Samskip organizes transport and related services, including but not limited to the shipper, the receiver, the consignee, any person owning or entitled to the possession of the Goods, and anyone acting, whether as servant or agent or otherwise on behalf of such person;
Goods the cargo including any Units from Samskip or its Customer which is the subject of the Transport Services provided by the Haulier;
Force Majeure any act of God, earthquake, flood, terrorist attack, war or other circumstance that the Party relying on Force Majeure was unable to avoid. Not regarded as Force Majeure shall be damage or delay caused by strikes, labour disputes and industrial actions that Haulier could reasonably have prevented. Border blockades, road closures, road blockades and unauthorized persons gaining or trying to gain access to Means of Transport and/or Units can never be regarded as Force Majeure;
Haulier undersigned party and every party that is directly or indirectly owned or controlled by Haulier and that acts as haulier under these Conditions, including the direct or indirect group companies, subsidiaries or subcontractors of Haulier;
Means of Transport the means of transport used by the Haulier, its employees and subcontractors in the performance of the Transport Services, including but not limited to trucks or similar motor vehicles;
POC / POD a document proving receipt of Goods by haulier at collection or proving receipt of Goods by the delivery point. Unless otherwise stated by Samskip in writing, the term POC or POD shall have the following meanings;
- A CMR Consignment Note for all international movements by road (including movements which comprise both rail and road transport – rail/road – whether or not intermodal Units are used);
- For all movements for which a CMR Consignment Note is not required, any acceptable document, physical or digital, proving complete collection or delivery of the Goods, in good condition, in strict compliance with instructions received by the Haulier from Samskip;
- In addition to the above, any paperwork required by Samskip’s Customer where the Haulier is advised of such a requirement prior to delivery of the Goods.
RCN / PO Overview An invitation to invoice issued periodically by Samskip to the Haulier which provides all information required to allow the Haulier to invoice Samskip for services provided during a given period.
Samskip Samskip Multimodal B.V. and any other company that is directly or indirectly owned or controlled by the owner of Samskip Multimodal B.V., including other group companies and subsidiaries of Samskip Multimodal B.V.;
Subcontractor any servant or subcontractor who has been instructed by Haulier to carry out Transport Services and/or related work;
Transport Services transport services, including all carriage of Goods operational procedures, that Haulier provides to Samskip;
Unit any empty, partly or fully loaded container, trailer, transportable tank, flat or pallet or any similar article of transport whatsoever used for the consolidation, packing and/or carriage of Goods of any size, kind, weight or dimensions whatsoever;
Article 2 -APPLICATION
2.1 These Conditions and any amendments thereto shall apply to all future sub-contracts between the Samskip and the Haulier, unless expressly otherwise agreed in writing by Samskip and Haulier.
2.2 No servant or agent of Samskip has the power to, or is permitted to, alter or vary these Conditions in any way unless such alteration or variation has been expressly authorised in writing by a solely director of Samskip.
2.3 If any legislation (such as, but not limited to, International Conventions) is compulsorily applicable to any transport services undertaken, these Conditions shall be read as being subject to such legislation.
2.4 Samskip may also appoint other persons or companies to provide Transport Services of a same or similar nature to the Transport Services.
2.5 Samskip does not undertake or warrant to tender any minimum quantity of requests or orders for Transport Services, to Haulier.
Article 3- HAULIER’S OBLIGATIONS
3.1 Haulier shall provide the Transport Services in a workmanlike, professional and proper manner employing the care and skill which would be expected of an experienced and competent haulier, and shall comply with all applicable regulations, laws, ordinances and best industry practices, including but not limited to those applicable to carriage of goods, occupational health and safety, environment, wages, hours and Conditions of employment, discrimination, data protection, privacy, economic sanctions, trade controls and anti-corruption.
3.2 Haulier shall hold any necessary approvals, certificates or licenses for performing the Transport Services, including any other necessary approval or license for conducting international transport, if part of the Transport Services. Haulier shall pay all governmental and municipal costs, or other costs in accordance with any applicable laws, rules and regulations. Such costs are deemed to be included in the Rates.
3.3 Haulier shall employ and maintain sufficiently licensed, qualified, trained, directed and supervised staff necessary to properly and safely perform the Transport Services in compliance with these Conditions. Haulier shall have complete operational control and supervision of Units and Goods while in the Haulier’s custody and possession and Haulier shall control the detail of the work of any person transporting, operating or otherwise handling Units and Goods during such time. Haulier shall employ staff, including drivers, who have basic knowledge of English and/or German language.
3.4 Haulier shall provide the Transport Services in accordance with procedures (including Drivers’ Handbook where provided) requirements, including further reasonable directions, orders or requests as may from time to time be issued by Samskip, whether written or verbal and ensure that all relevant personnel have full knowledge of such information and strictly comply with it.
3.5 Haulier must make available and keep available equipment (including Means of Transport and all other equipment necessary for the performance of the Transport Services and/or the handling of Goods). The equipment must have the necessary licences, must be fully functional, safe and of the proper dimensions and also suitable for the transportation and handling of all types of Goods and/or Units.
3.6 Goods in Units shall be stuffed, lashed, and secured by or on behalf of Haulier. If lashing and securing are considered insufficient by Samskip or their Customer, then Haulier shall without undue delay, improve insufficient lashing and securing to the customer’s satisfaction. Haulier will in all circumstances remain solely responsible for the correct loading, stowing and securing of the Goods.
In the event of receipt of a pre-loaded and sealed Unit, the Haulier shall be deemed to have received the Goods contained therein in a good and complete condition, even if no reservation has been made in this respect.
3.7 Haulier shall not permit any Goods to leave his custody or control without written permission from Samskip, and then only to the extent of such permission.
Article 4- HAULIER QUALITY AND AUDIT
4.1 Haulier preferably has an ISO 9001:2008 certificate, and certification on the basis of ISO 14000 and SQAS. If Haulier does not have the above-mentioned quality certificates, it must provide a proper complaint handling by means of standardised procedures. Any complaints must be dealt with adequately within 72 hours.
4.2 It is of the utmost importance that the communication between Haulier, its employees and subcontractors on the one hand and Samskip on the other hand, is accurate and proactive at any time in order to provide Samskip with the best possible service at any time.
4.3 Samskip reserves the right to carry out spot-checks in connection with compliance with all agreed standards, including audit into the books, (annual) accounts and administration of Haulier. Samskip, or persons designated by Samskip, may carry out an audit during business hours. Haulier must co-operate in the audit and shall render all reasonable assistance. Each Party shall bear its own costs for this audit. Such audit shall take place reasonable pre-notice to Haulier and may not significantly interfere with Haulier’s performance of its obligations under these Conditions.
Article 5- SUBCONTRACTING
5.1 The Haulier is only entitled to subcontract Transport Services or parts thereof, including work in respect of the handling, loading, stowage, discharge, and/or storage of the Goods or Units to subcontractors if Samskip gave explicit written permission.
5.2 Subcontractors of Hauliers are not allowed to subcontract any Transport Services or parts thereof.
5.3 Haulier ensures that the subcontractor, person or entity actually performing the Transport Services complies with all obligations corresponding to those placed on Haulier by these Conditions
5.4 Samskip has the right to withdraw the approval to make use of a specific subcontractor at any time at its own discretion.
5.5 Haulier guarantees that the subcontractors used for the Transport Services are all ready, willing and able to perform the Transport Services in a skilful, reliable, safe and timely manner and in full compliance with these Conditions, including – but not limited to – the obligation to be duly insured. Haulier guarantees that the subcontractors have sufficient financial means to pay any amounts due to Samskip, its Customers, Haulier or any third party in connection with the Transport Services.
5.6 Haulier undertakes to impose on subcontractors the same responsibility and liability as these Conditions imposes on Haulier. Haulier shall be liable to Samskip for the acts and omissions of its subcontractors and for all persons directly or indirectly employed by them, as it is for the acts and omissions of its own employees. Haulier remains liable for the performance and fulfilment of the Haulier’s obligations under these Conditions and that such subcontractor or third party complies with the requirements herein.
5.7 Haulier, its employees and subcontractors are strictly forbidden to make use of online freight exchange platforms (including but not limited to Timocom and Teleroute) for the performance of Transport Services.
Article 6- INVOICING
6.1 All prices, quotations or estimates (“Rates”) given by the Haulier to Samskip shall include all costs and taxes applicable to the service to be provided by the Haulier unless otherwise expressly agreed in writing by Samskip. The agreed Rates remain valid until other Rates are agreed in writing by both Parties.
6.2 RCN/PO Overview for work carried out by the Haulier shall be issued by Samskip periodically. Such RCNs/PO overviews shall identify the work performed and the RCN/PO number. No further Rates shall be payable by Samskip in respect of Transport Services completed in the period to which the RCN relates, unless Haulier notifies Samskip in writing of those further Rates within one month following the date on which the RCN was issued.
6.3 Samskip shall provide the Haulier with a selfbill the week after the Transport services were executed, provided that Transport Services are confirmed by both Samskip and the Haulier.
6.4 In case it has been agreed that Haulier will send Samskip an invoice, Haulier shall provide Samskip with an invoice within 14 days after date of the RCN/PO overview in respect of all Transport Services included in the RCN. /PO overview. The Haulier will send invoices in accordance with the Samskip Supplier invoicing guidelines.
6.5 If Haulier does not submit such invoice within three months following the date on which the Haulier provided the relevant Transport Services, no Rates shall be payable by Samskip in respect of those Transport Services.
6.6 Unless otherwise agreed in writing, Samskip shall pay the Rates within 60 days after receipt of Haulier’s (approved) invoice on condition that, on Samskip’s first request, Haulier submits a properly signed and dated written POD.
6.7 Subject to any mandatorily applicable legislation to the contrary, Samskip may set off any sum due, or becoming due from the Haulier, its employees or subcontractors, including outstanding claims, against any sum due, or becoming due to the Haulier.
6.8 Haulier shall not be entitled to charge any interest on or set off any amount against overdue Rates.
Article 7 - HAULIER’S LIABILITY
7.1 The liability of the Haulier for any loss, damage and/or delay occurring during or in relation to the Transport Services, is governed by the provisions of the CMR, unless the Transport Services are exclusively governed by national legislation, regulation or international convention which mandatorily applies to the Transport Services.
7.2 The CMR will apply voluntarily to the Transport Services, irrespective of whether the transport is domestic or border-crossing, in cases where the Transport Services form part of an overall international transport subject to the CMR and/or to Transport Services to which the CMR would apply if containers were included in the definition of "vehicles" for the purposes of Article 1.2 of the CMR.
7.3 The Haulier is liable for any loss or damage to Units or Chassis, that are made available by Samskip to the Haulier during or in relation to the provision of Transport Services by the Haulier.
7.4 Haulier guarantees that the Means of Transport will be at the agreed place and time for the Transport Services in a timely manner. Parties furthermore agree the following:
(a) If Haulier states that the Means of Transport will not be present in time, or if this is known to Samskip in another way, Samskip shall be entitled to terminate the relevant transport order without Samskip being obliged to compensate any damage of Haulier.
(b) Haulier shall be liable for any damage that Samskip suffers as a result of the termination referred to in (a) unless the failure to make the Means of Transport available was caused by an event of Force Majeure.
(c) Samskip shall be entitled to terminate the transport order until the time that the Goods have been placed at Haulier’s disposal, without Samskip being obliged to compensate any damage of Haulier. Samskip shall not be liable for the damage that Haulier suffers if the Goods are (partly) not at Haulier’s disposal at the agreed place and time unless Haulier proves that this can be blamed on Samskip.
7.5 Haulier’s period of liability shall start at the commencement of loading the first Goods and/or Units in or onto the Means of Transport. Haulier’s period of liability shall end at the time all Goods and/or Units are unloaded from the Means of Transport and are delivered to the consignee, appearing from the written receipt signed by or on behalf of the consignee or other party entitled. Delivery shall have been made at the time that Haulier has handed over the actual custody of the Goods and/or Units to the consignee or other party entitled.
7.6 Haulier's period of liability shall not end following the refusal by the consignee or receiver to take delivery of the Goods and/or Units. If delivery of the Goods and/or Units is refused, Haulier must contact Samskip to request instructions.
7.7 Haulier shall be liable for all acts and omissions of its employees, subcontractors and other servants as if they were its own acts and omissions.
7.8 Haulier shall take all measures necessary to avoid theft of and/or damage of the Goods and/or Units and/or Chassis. Haulier, its employees and subcontractors must always prevent unauthorized persons – including but not limited to illegal immigrants and refugees – from gaining access to the Means of Transport and/or Units. Long stops (not counting 45-minute breaks) and overnight stops must always be made in a secured car park, approved by Samskip. Haulier warrants to arrange for security measures, including but not limited to; using a container lock on the Unit during the performance of the Transport Services.
7.9 If Haulier has Goods or Units in its possession other than in the ordinary course of transit, Haulier shall undertake the capacity of warehouse keeper and shall be responsible in that capacity for all damage to or loss of the Goods or Units, howsoever caused.
7.9.1 In the cases referred to in article 7.8 related to Goods, Haulier shall be obliged to compensate the full sound market value of the lost or damaged Goods claimed by the Customer, subject to its obligation to compensate interest, (extra)judicial and other expenses and loss in conformity with applicable law and Conditions.
7.9.2 In the cases referred to in article 7.8 related to Units, Haulier shall be obliged to compensate for the replacement value of the lost or damaged Units.
7.10 Haulier shall defend, indemnify, and hold Samskip harmless for claims brought by third parties based on national law which law holds the owner and/or operator of towed Units (including but not limited to trailers) jointly liable for damage caused by the towing Means of Transport (including but not limited to trucks).
7.11 In carrying out the Transport Services, the Haulier will always act as a carrier and never as freight forwarder or forwarding agent.
7.12 Applicability of Article 38 of the CMR is explicitly excluded if (parts of) the Transport Services characterise as successive carriage within in the meaning of Chapter VI of the CMR. Article 37 of the CMR will never affect Haulier's liability towards Samskip pursuant to Articles 3 and 17 of the CMR.
Article 8- SAMSKIP’S LIABILITY
8.1 Samskip shall not be liable to the Haulier, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Transport Services for; demurrage or (traffic) fines; loss of profits, loss of or damage to goodwill or reputation; any indirect, special or consequential loss.
8.2 Samskip shall have no obligation to ensure, or provide for, the safety, custody or condition of any of the Hauliers’ Means of Transports, equipment or property and no claims shall lie against Samskip for any loss, damage or injury to such vehicles, equipment or property.
8.3 Samskip shall not be liable to the haulier for any damage whatsoever, relating to the performance of the Transport Services by Haulier, its employees, agents or any third parties for whom Haulier is liable in any way including, without limitation, personal injury, damage as a result of death, loss, penalties, fines, costs, consequential loss, traffic fines or other special damage or loss and/or damage to persons or matters caused by material that Samskip made available to Haulier or matters that Haulier received for transport. Haulier shall be obliged to check the (packaging of) Goods, Containers or other equipment that is issued to it, by or for the benefit of Samskip, its Customers or their servants or agents;
8.4 Samskip’s total liability to the Haulier, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Conditions shall be limited to a sum equivalent to the amount of the charges paid by Samskip to the Haulier during the preceding 3 calendar months.
8.5 Nothing in these Conditions limits or excludes Samskip’s liability for:
8.5.1 death or personal injury caused by its negligence;
8.5.2 fraud or fraudulent misrepresentation; or
8.5.3 any other liability which cannot be limited or excluded by applicable law.
8.6 Haulier shall indemnify and hold harmless Samskip for losses, claims, liabilities or damage arising from any claim brought against Samskip by Haulier’s employees, Agents or any other third party in connection with the Transport Services provided by the Haulier under these Conditions.
Article 9- CLAIMS AND TIME BARS
9.1 Haulier shall be obliged to inform Samskip immediately either in writing or by telephone (provided that the telephone communication is confirmed by a written notice issued by the Haulier within 24 hours) of any (possible) damage, loss, theft or delay concerning the Goods, Units, Chassis or documents. Furthermore, Haulier must inform Samskip immediately in writing about circumstances that impede the normal course of business in connection with the Transport Services.
9.2 Haulier shall supply Samskip, at its own expense, a full report of the cause and circumstances together with any further information which Samskip may require. Haulier must give Samskip complete and accurate assistance in the handling and settlement of any claim.
9.3 If any loss is, or is suspected to be, due to theft or pilferage, in addition to reporting to Samskip, Haulier must immediately inform the Police and take all reasonable steps to identify the guilty person and to trace and recover the Goods.
9.4 Except if a mandatory system of transport law or other mandatory law or convention applies that cannot be deviated from by contract, all claims related to the agreement against Haulier will become prescribed after 12 months. The term shall commence on the day following the day that the claim has become due and payable or the day following the day on which the prejudiced party had knowledge of the loss, or the day that a judgment or award has been given in respect of a claim brought by a Customer or any other person against Samskip, or on the date that Samskip has paid that claim. The above-mentioned limitation period shall not apply if an extension of the period has been obtained or legal steps have been taken to prevent expiry of the limitation period.
Article 10- INSURANCE
10.1 Haulier shall provide evidence of, and maintain, at its own expense, full insurance coverage with a reputable insurer for all Transport Services and its other obligations and liabilities under these Conditions, and for such further insurances as may be required by law or regulation. Upon request, Haulier shall provide to Samskip the policy, and shall perform any obligation required of it by such insurance, and do nothing which could invalidate such insurance.
10.2 Such insurances shall include, as a minimum, cover for;
a) Employers liability insurance, including medical coverage for accidents, as required by law, which covers all drivers and employees who are engaged in the fulfilment of the obligations under these Conditions;
b) the mandatory Third-Party Liability Insurance for vehicles in conformity with the national or European legislation, regulations and these Conditions, whose coverage at least amounts to EUR 5,000,000.00 (five million euro) per event;
c) an equipment liability insurance with coverage for the risk for liability of at least EUR 250,000.00 (two hundred fifty thousand euro) per event;
d) Road Carrier’s Liability Insurance under the CMR, whether compulsorily applicable or contracted, and other applicable international conventions, laws and/or Conditions for at least EUR 1,000,000.00 (one million euro) per event;
e) Public liability insurance including Error & Omissions with coverage for at least
EUR 5,000,000.00 (five million euro) per event.
each cover shall be on terms no less favourable to Haulier than market terms and otherwise meeting any statutory requirements.
10.3 The policies shall not contain any provision, definition or endorsement, which would serve to eliminate coverage for third-party action over claims.
10.4 The Haulier shall ensure that Samskip is given immediate written notice of any cancellation, termination, suspension, revocation, or material amendment in cover of any insurances required herein.
10.5 The obligation of Haulier to provide the insurance specified in this article shall not limit in any way the liability or obligations assumed by Haulier elsewhere in these Conditions. Haulier shall be solely responsible for the payment of any deductibles with respect to insurance policies.
10.6 In the event that any of the Transport Services are supplied by a person or entity other than Haulier, Haulier shall procure that such person or entity shall have and maintain insurance coverage in accordance herewith.
Article 11- EMPLOYEES
11.1 The Haulier hereby acknowledges that Samskip has no day-to-day operational control (in the performance by the Haulier of the Transport Services for Samskip) over employees, servants, sub-contractors and agents of the Haulier who shall at all times remain under the complete control (and be the sole responsibility) of the Haulier in all respects. These Conditions do not create any agency or other relationship apart from a sub-contract between Samskip and the Haulier. For the avoidance of doubt, nothing in these Conditions will render the Haulier (or any of its employees, servants, sub-contractors and agents) an employee, agent or partner of Samskip and the Haulier and its employees and agents will not hold themselves out as such.
11.2 Samskip shall not be liable to the Haulier (or any employee, servant, agent or sub-contractor of the Haulier) for any loss, damage or personal injury (whether suffered by any employee, servant, agent or subcontractor of the Haulier or by any other person) arising out of the performance by the Haulier of the contract with Samskip except where such loss damage or personal injury has been caused directly by the proven negligence of Samskip.
11.3 The Haulier indemnifies Samskip against all claims and demands caused by or arising out of the act, default, negligence of the Haulier or caused or arising out of the act, default or negligence of any of the Haulier’s employees, agents or sub-contractors or of any third-party operator engaged by the Haulier in the performance of the Haulier’s contract with Samskip.
Article 12- COMPLIANCE WITH SOCIAL LAWS / HEALTH & SAFETY
12.1 Haulier warrants and represents to comply with all applicable social laws, all applicable individual and/or collective terms of employment and/or other local laws including environmental, health and safety laws and regulations, immigration laws and those dealing with equal employment opportunity that apply to the performance of the Transport Services by the Haulier pursuant to which it shall, without limitation:
12.1.1 pay the (minimum) wages due in compliance with the applicable legislation and the individual and/or collective terms of employment to all its employees;
12.1.2 ensure that drivers performing the Transport Services on behalf of the Haulier act in compliance with the rules on maximum driving hours in conformity with any applicable legislation; and
12.1.3 comply to all specific articles of the applicable social laws that may include (but are not limited to) registration of working hours, keeping records of working hours, report to state authorities, issue certificates to state authorities and/or appoint representatives in states.
12.1.4 grant Samskip access to all the records of all labour agreements if Samskip so deems required on reasonable grounds in connection with the prevention or settlement of labour wages and social premiums obligations and claims concerning the execution of the Agreement.
12.2 Haulier will comply with the latest version of the Samskip’s Supplier’s Code of Conduct.
12.3 Haulier will take appropriate actions to provide a safe and healthy workplace and means of transport, and to protect local environmental quality in all of its activities.
12.4 Haulier will report to Samskip – without delay – any violation of and/or any complaint and/or claim of truck drivers, trade unions or governmental authorities regarding the applicable social laws, such as – but not limited to – the payment of (minimum) wages due in accordance with the applicable legislation and the individual and/or collective terms of employment and/or other local laws that apply to the performance of the Transport Services by the Haulier or its sub-contractor(s).
12.5 On Samskip’s first demand, the Haulier will indemnify Samskip against all third party claims and costs incurred by Samskip, resulting from and/or relating to a failure of the Haulier or its sub-contractor(s) to meet the obligations under applicable laws and regulations, and/or under the applicable individual and/or collective terms of employment. This obligation to indemnify includes (but is not limited to): civil liability, penalties instituted against Samskip and legal prosecution and defence costs, to the extent that these damages and costs resulting from an (alleged) failure to meet the obligations imposed by applicable social laws and/or the applicable individual and/or collective terms of employment on the Haulier or its sub-contractor(s). The obligation to indemnify is expressly applicable, but not limited to, claims of social security institutions and financial authorities.
12.6 Haulier guarantees and confirms that Haulier, its employees and Subcontractors shall comply with all obligations arising from the international and national regulations of private and public law, statutes and rules applicable to the Transport Services (including but not limited to Regulation (EC) No 1072/2009 on common rules for access to the international road haulage market and similar legislation related to or replacing this Regulation). The Haulier shall indemnify and hold harmless Samskip and/or the Customer for any and all costs, liabilities, fines and/or penalties Samskip and/or the Customer may suffer as a result of the Haulier, its employees and/or Subcontractors breaching the warranty hereunder.
Article 13- DATA PROTECTION
13.1 Parties recognize and accept that if a party processes personal data as defined in Regulation EU 2016/679 of the European Parliament and 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 (the “GDPR”) relating to any of the other party’s directors, employees, independent contractors or agents of the other party, it shall do so in strict adherence to the GDPR.
13.2 Furthermore, both Parties warrant and undertake that they will duly observe all relevant obligations imposed upon it by applicable data protection laws, regulations and best practices in this respect, whereby the GDPR shall be considered the lowest standard. Any such processing activities will be limited to the performance of Transport Service to which these Conditions applies, or as specifically authorized by Samskip in writing. In this respect, the Haulier expressly represents and warrants that: it shall take suitable technical and organizational measures to protect and secure personal data.
13.3 The disclosure by the Merchant of personal data to third parties, by whatever means, shall be prohibited, except where it is imposed by, or by virtue of, the law, or in case the prior written and informed approval has been obtained from Samskip. The Merchant shall ensure that all its staff and persons authorised to process personal data have committed themselves to obligations of confidentiality no less onerous than those set out in this Clause, or are under an appropriate statutory obligation of confidentiality.
13.4 The Haulier acknowledges that the obligations of this article are essential and that any violation thereof could seriously harm Samskip’s interests and reputation, and may moreover have a significant (financial) impact on Samskip and its subsidiaries and affiliates. Therefore, the Haulier shall be liable for any damages attributable to any failure on its part to comply with the provisions of this article and/or applicable law (including, in particular, the GDPR), irrespective of the limitations of liability set forth in the agreement.
Article 14- FORCE MAJEURE
14.1 The Parties shall not be liable for any failure to perform under these Conditions where and to the extent performance is prevented or seriously delayed by any event of Force Majeure.
14.2 The Party affected by Force Majeure shall notify the other Party without undue delay and latest within 2 days following the commencement of the Force Majeure event setting out the nature and extent of the Force Majeure and shall similarly notify the other Party within 2 days following the end of the Force Majeure event.
14.3 The affected Party is not required to perform any of its obligations which are prevented or seriously delayed by the event of Force Majeure for as long as such event continues and leaves the affected Party unable, using all reasonable efforts, to recommence its affected performance.
Article 15- TERRORISM AND ANTI-BRIBERY
15.1 Haulier confirms that it always adheres to EC Regulations 2580/2001 and 881/2002, on the strength of which no money, financial capital and other economic sources (goods) are made available directly or indirectly to terrorist organizations and individuals at home and abroad, as included in the embargo lists of the UN, UK, EU and the United States. Haulier confirms that it will always comply with new similar legislation becoming applicable in the future in addition to, or instead of, the aforementioned Regulations.
15.2 The Haulier shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption including not limited to the UK Bribery Act 2010.
15.3 The Haulier shall have and shall maintain in place its own policies procedures, including adequate procedures under Bribery Act 2010 to ensure compliance with Samskips Supplier Code of Conduct and the Bribery Act 2010 and will enforce them where appropriate;
15.4 The Haulier shall promptly report to Samskip any request or demand any undue financial or other advantage of any kind received by the Haulier in connection with performance of the Haulier’s contract with Samskip.
15.5 The Haulier shall ensure that any person associated with the Haulier who is performing services in connection with these Conditions does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Haulier in this clause. The Haulier shall be responsible for the observance and performance by such persons of this clause, and shall be directly liable to Samskip for any breach by such persons.
Article 16- CONFIDENTIALITY
16.1 Samskip shall give Haulier such information as is required to properly perform the Transport Services or that is otherwise necessary for reason of an efficient planning and performance of the Transport Services.
16.2 The Haulier will treat as strictly confidential all information received or obtained as a result of entering into any contract with Samskip and may not disclose any information which would otherwise be confidential unless and to the extent: (i) required by law; (ii) Samskip has given prior written consent to disclose; (iii) necessary in the provision of the Services, (iv) the information had already come into the public domain through no fault of the Sub-contractor at the time of disclosure.
16.3 Neither Party shall make a public announcement concerning the Transport Services without the other Party's prior written permission.
16.4 The Haulier is not allowed to contact the Customers of Samskip or any of its agents, servants or their respective employees for commercial purposes. Any and all information necessary to perform the Transport Services shall be obtained via Samskip.
Article 17- IT PROVISIONS
17.1 Haulier ensures to use IT provisions that provide Samskip with live timestamps, such as Truckcom or any other supplier connectivity app; or other API.
17.2 Parties shall use their best endeavours to shall co-operate with each other in order to integrate their systems and to use EDI (Electronic Data Interchange) for data exchanges. Each Party shall bear its own costs for this integration.
17.3 If Haulier exchanges or has others exchange data with the Samskip, it shall be liable itself for the quality and punctuality of the data and their exchange. Furthermore, Haulier shall indemnify Samskip against any claim and any loss, any damage and any other problem caused by or in connection with these data or their exchange.
Article 18- LIEN
18.1 Haulier and subcontractors shall not have any right of suspension, pledge and/or lien or any other security in respect of the Goods, Units or documents. Nor may Haulier or subcontractors rely on such a right. Haulier or subcontractors are not allowed to refuse to deliver Goods, Units or documents.
Article 19- OTHER PROVISIONS
19.1 The headings in these Conditions are only for the reader’s convenience and shall not affect the meaning and interpretation of these Conditions.
19.2 Unless expressly otherwise agreed in writing, the applicability of any terms and conditions used and/or declared applicable by the Haulier is explicitly rejected.
19.3 If any (part of a) provision of these Conditions is void or voidable, such shall not affect the validity of the other (parts of the) provisions.
19.4 In case the English text of these Conditions differs from the text in any other language, this English text will prevail.
19.5 In these Conditions, any references to the singular of a word shall also comprise its plural and vice versa.
19.6 Samskip may alter and/or amend these Conditions at any time. Notice of any such alterations or amendments will be sent to the Haulier and all contracts made between Samskip and the Haulier subsequent to the date of any such alterations or amendments shall be subject to such alterations or amendments.
Article 20- GOVERNING LAW AND DISPUTE RESOLUTION
20.1 These Conditions are governed by Dutch law, with express reference to CMR, irrespective whether it concerns carriage by road, internationally or domestic and other (inter)national conventions, laws and regulations, in so far as these apply to the Transport Services.
20.2 Either Party is entitled to submit the dispute to the jurisdiction of the courts mentioned under Article 31 and 39(2) of the CMR. In addition, Samskip and the Haulier are entitled to submit the dispute, in relation to, or in connection with the Agreement or the performance of the Transport Services, to the Court or Rotterdam, irrespective whether the Transport Services concern international or domestic transport of goods by road, CMR Convention shall apply accordingly.