Chapman Freeborn OBC GmbH Terms and Conditions

General Terms and Conditions for Transport Services rendered by Chapman Freeborn OBC GmbH

§1 Description of services

Chapman Freeborn OBC GmbH (hereinafter referred to as “CFO”) organises the national and international air transport of urgent and courier deliveries via its “On Board Courier” service.
Insofar as no agreement to the contrary has been reached between CFO and the customer, these transport services include the initial journey from the customer to the airport of departure and the subsequent journey from the airport of arrival to the recipient (“door-to-door service”). International air transport including the initial and subsequent journey is governed by respective international agreements (such as the Montreal Convention and the Warsaw Convention). All services provided in connection with transport (e.g. customs clearance) are governed by the applicable Convention or Agreement. In the event that a certain transport service is not subject to the provisions of the Montreal Convention or the Warsaw Convention, the parties agree that the Montreal Convention for the Unification of Certain Rules for International Carriage by Air will apply.

§ 2 Duties of CFO

CFO will organise transport as contractually agreed. Certain delivery times or deadlines are only binding if confirmed by CFO in writing. In the event of the cancellation of a means of transport, CFO will act without delay in endeavouring to organise replacement transport. CFO is entitled to avail itself of the services of subcontractors.

§ 3 Duties of the customer

The customer is required to provide CFO with all information necessary for organisation of the transport in advance. The duties of the customer include suitable transport packaging for the delivery, taking account of the typical risks which arise in connection with the air transport and ground processing. The customer is further required to label the delivery and to prepare all documentation needed for the organisation of the transport and for customs clearance. These documents must be provided n a timely manner prior to handover of the delivery to CFO or to the subcontractor. CFO has no duty of inspection with regard to these documents. The customer will be liable for damages which arise as a result of breach of or failure to comply with the present General Terms and Conditions and in particular as a result of failure to comply with the list of deliveries which are excluded from transport.

§ 4 Power of authority for CFO

CFO is entitled to carry out customs clearance on behalf of the customer, with unlimited power of authority from the customer and for the account of the customer.

§ 5 Non-acceptance of transport

CFO reserves the right not to transport parcels or to refuse transport in circumstances such as when the goods to be transported are not made available at the time agreed within the transport
agreement. The same right on the part of CFO further applies in circumstances where the external appearance of a delivery does not correspond to the requirements stipulated in the agreement between CFO and the customer. The following deliveries are excluded from the services.

a) Deliveries with a weight of more than 32 kg per parcel – parcels of greater weight possible by prior arrangement
b) Parcels which exceed the dimensions of (L x W x H) 80 cm x 60 cm x 60 cm – bulkier parcels possible by prior arrangement
c) Deliveries which do not comply with the transport regulations of IATA, ICAO or with the regulations of the airline selected for air transport by CFO
d) Deliveries which are subject to export controls or for which a special permit or licence is needed for export, transit or import in one of the countries along the transport route
e) Deliveries which are proscribed for other statutory or security-related reasons (in particular objects which may not be transported on board an aircraft pursuant to current laws, ordinances or regulations)
f) Deliveries containing banned foodstuffs or perishable goods insofar as the necessary permits are not available
g) Money and valuables (in particular also including cash, money orders, cheques, stamps, bearer bonds, traveller’s cheques, gold, precious metals and precious stones)
h) Firearms and other weapons, munitions and parts thereof
i) Hazardous goods as defined in the IATA Dangerous Goods Regulations
j) Tobacco and parts thereof
k) Animals, either dead or alive and parts thereof
l) Plants

CFO reserves the right to inspect and open any delivery sent for dispatch. CFO may suspend or terminate the transport of the delivery on the basis of such an inspection in circumstances where the delivery does not comply with the requirements set out in the present General Terms and Conditions or in the respective transport agreement. The final decision regarding the execution of the transport of a delivery rests with the air carrier chosen by CFO at its own fair and just discretion. CFO cannot be made accountable for non-acceptance for transport by the air carrier executing the transport. CFO will notify the customer in the case of non-acceptance. Non-acceptance by the air carrier executing the transport is without prejudice to CFO’s right to receive payment from the customer.

§ 6 Hindrances to delivery

CFO will notify the customer and accept instructions for the further approach to be adopted in the event that delivery of the recipient is not possible or in circumstances where other hindrances to delivery in accordance with the terms of the contract occur. Until such time as instructions are given and in the case of delayed instructions, CFO is entitled to act at its own fair and just discretion initiating suitable measures. The customer will bear all costs incurred in such a case.

§ 7 Force majeure

CFO is exempted from its contractual duties in the event of force majeure. Force majeure includes bad weather, arrest of the courier, confiscation of the delivery, unannounced or wild strikes and other events which are not foreseeable for CFO or caused by CFO. In addition to this, CFO is exempted from its contractual duties in the event of the occurrence of one of the following events in a country along the transport route:

a) war, civil war, civil unrest, war-like events and events which arise from enemy use of instruments of war as a consequence of one of these risks irrespective of the state of war;
b) acts of terrorist or political violence, irrespective of the number of persons involved. These include all acts committed by persons or groups of persons in pursuit of political, religious, ethnic, ideological or other goals which are capable of spreading fear and terror amongst the population or parts of the population and thereby influence government or state institutions or parts thereof.
c) risks from nuclear energy risks or other ionising radiation;
d) sequestration, sale or other forms of confiscation by the state;
e) risks arising from the use, regardless by whom, of chemical, biological and biochemical substances or of electro-magnetic waves as weapons which endanger public security without regard for other contributory causes. If provision of the service is delayed or rendered impossible due to one of the reasons stated above or due to other reasons for which CFO cannot be held responsible, CFO will be exempted from its liability.

§ 8 Remuneration Offers submitted by CFO are not binding.

Such offers represent only an approximate statement of the costs arising in connection with the organisation of the transport of a delivery. Alongside the agreed remuneration, the customer is also required to pay for airport fees, supplementary charges, other remunerations in connection with the execution of transport, taxes, storage costs and other costs or fees imposed by local authorities.In the event of non-transport which is not the fault of CFO, the customer is required to make payment to CFO. The customer is further not entitled to set off any compensation claims against remuneration due to CFO and/or against other payments claims with regard to the organisation of a transport.CFO’s invoices will fall due for net payment without deduction directly upon receipt.In the event that the customer cancels the transport agreement, CFO may require compensation for the agreed freight, for any storage or waiting expenses and for any expenditure incurred less any savings made as a result of the cancellation of the agreement or otherwise acquired. In order to simplify this process, a flat-rate proportion of 75% of the agreed net freight will be applied, whereby the customer is permitted to produce evidence that CFO has made higher savings on an individual case basis.

§ 9 Liability

CFO’s liability for damage and delay to and destruction and loss of a delivery is governed by the Montreal Convention and the Warsaw Convention. The limitations to liability stipulated in the Montreal Convention and the Warsaw Convention also apply to initial transports to the airport and subsequent transports from the airport. In the event that neither of these Conventions is applicable, the parties hereby agree application of the provisions contained within the Montreal Convention. The exact wording of the Montreal Convention and the Warsaw Convention is available from CFO upon request at any time.Unless the sender states a higher declared transport value on the air freight bill and pays the resultant costs, the liability of CFO is restricted to 19 SZR/kg pursuant to the Montreal Convention and to €27.35/kg pursuant to the Warsaw Convention. Any liability of CFO is restricted to typically foreseeable damages. Notwithstanding this, CFO will not be liable for damage and losses which are caused by the specific nature of the delivery transported or by other defects intrinsic to the delivery, such as improper packaging, sealing or labelling.The declared transport of the respective delivery constitutes CFO’s maximum liability. The customer will ensure that the recipient checks the delivery immediately upon receipt. CFO must be notified of any obvious or visible damage or possible losses without delay. Claims against CFO for damage are excluded if not notified by the recipient in writing within 14 days of receipt of the delivery or within 21 days of receipt of the delivery in the case of a delay.

§ 10 Insurance

It is incumbent on the customer to conclude transport insurance. CFO will conclude transport insurance on behalf of and at the expense of the customer if a written request is received from the customer and if such insurance is available.

§ 11 UK Bribery Act

The customer provides an assurance that he or she is in compliance with and will ensure adherence to all applicable laws, ordinances, regulations and rules relating to the combating of bribery and corruption, including in particular the UK Bribery Act of 2010, provides an assurance that all persons associated with him or her and directly or indirectly providing services or supplying goods for CFO in connection with the fulfilment of the present Agreement is also in compliance with said laws, ordinances, regulations and rules and further provides an assurance that he or she will act without delay in notifying CFO of any enquiry or demand he or she receives in respect of an improper financial benefit or other benefit in connection with the fulfilment of the present Agreement.

§ 12 Choice of applicable law/place of jurisdiction

In respect of all services provided to the customer by CFO, German law shall have subsidiary application alongside the provisions of the Montreal Convention and Warsaw Convention. Place of jurisdiction is Cologne. Irrespective of the value in dispute, the Chamber for Commercial Matters at Cologne District Court shall have exclusive jurisdiction for disputes arising in connection with transports organised by CFO.

§ 13 Final provisions

Invalidity of individual clauses within the present contractual stipulations shall be without prejudice to the effective validity of the other clauses herein contained. CFO and the customer will jointly endeavour to identify a corresponding and alternative provision which is within the scope of the provisions contained within the present Agreement and which is in accordance with the relevant provisions of the Montreal Convention. The same shall apply in respect of gaps in contractual provision and in respect of clauses which require interpretation. Contractual amendments, supplementary agreements and alterations to the present Agreement shall not be valid unless made in writing. The same shall apply in respect of the waiving of the requirement for the written form.