The freight forwarder shall act in the interest of his principal and fulfil his duties

with due care.

2.1 The ADSp apply to all contracts for the transportation of goods, irrespective of

whether they concern freight forwarding, carriage, warehousing or other services

common to the forwarding trade; these also include logistical services commonly

provided by freight forwarders in connection with the carriage or storage of

goods.

2.2 In the case of forwarding services regulated by sections 453 to 466 of the

German Commercial Law (HGB), the freight forwarder is only responsible for

arranging the necessary contracts required for the performance of these

services, unless other legal provisions take precedence

2.3 The ADSp are not applicable for contracts that deal exclusively with

- packaging,

- the carriage of removal goods and their storage,

- crane Iifting, assembly jobs or heavy lift and high volume transports, except

for normal transhipment services of the freight forwarder.

- the carriage and storage of goods to be towed or salvaged.

2.4 The ADSp are not applicable for transport contracts with consumers. Consumers

are natural persons concluding the contract for reasons other than commercial

or in pursuit of their professional activities.

2.5 lf trade customs or legal provisions differ from the ADSp, the ADSp take

precedence unless these legal provisions are mandatory.

For contracts of carriage by air, sea, inland waterways or for multi-modal

transports different contractual arrangements may be made in accordance with

the terms of carriage devised for these transports.

2.6 The freight forwarder is authorised to agree to normal standard terms and

conditions ofthird parties.

2.7 In the relationship between a principal freight forwarder and an intermediate

freight forwarder, the ADSp are deemed to be the general terms and conditions

of the intermediate freight forwarder.

3.1 Orders, other instructions, directives and communications are valid even if given

informally. Subsequent modifications must be specifically identifiable as being

amendments.

The burden of proof for the correct and complete transmission lies with the party

referring to it.

3.2 lf statements must be made in writing, they are deemed to having been made in

writing when using electronic data communication or any other machine

readable form for as long as the originator of the message is identifiable.

3.3 The principal must inform the freight forwarder, at the time of giving the order,

that the transport contract concerns:

- dangerous goods

- live animals and plants

- perishables

- particularly valuable goods and goods with an inherent risk of theft

3.4 The principal must specify in his instructions addresses, marks, numbers,

quantity, nature and contents of the packages as well as declaring the properties

of the goods, as required by section 3.3, the goods value for insurance purposes

and any other information relevant for the proper execution of the forwarding

instructions.

3.5 In the case of dangerous goods, the principal must inform the freight forwarder

in writing - at the time of giving the instructions - of the exact nature of the

hazard and, if appropriate, about precautionary measures. In the case of

dangerous goods subject to the law for the carriage of dangerous goods or other

goods, the carriage of which is subject to specific regulations regarding

dangerous goods, their handling or their disposal, the principal has to make the

necessary declarations required for the proper execution of the forwarding

instruction, especially the classification in accordance with the regulations for

dangerous goods.

3.6 The principal must inform the freight forwarder about particularly valuable goods

or goods with an inherent risk of theft (e.g., cash, precious metals, jewellery,

clocks and watches, precious stones, works of art, antiquities, bank or credit

cards, valid telephone cards or other means of payment, bonds, shares and

similar, foreign currencies, documents, spirits, tobacco, entertainment

electronics, telecommunications devices and accessories) and goods with an

to decide about acceptance of the goods and to take measures for a safe and

secure execution of the forwarding job.

3.7 If a forwarding order does not comply with the terms stated in sections

3.3 to 3.6, the freight forwarder has the option to

- refuse acceptance of the goods

- return goods already accepted or to make them available for collection

- ship, transport or store them without the need to notify the principal and to

charge an extra, appropriate fee, if the safe and secure execution of the

instruction causes extra costs.

3.8 The freight forwarder is not obliged to check or supplement the statements

made regarding sections 3.3 to 3.6.

3.9 The freight forwarder is not obliged to check the authenticity of signatures on

any messages or documents relating to goods, nor to check the authority of the

signatories, unless there exist reasonable doubts concerning the authenticity or

authority.

4.1 Unless specifically stated, the forwarding instruction does not cover

4.1.1 the packaging of the goods,

4.1.2 the weighing, checking, measures to preserve or enhance the goods and its

packaging, unless this is customary for this kind of transaction,

4.1.3 the provision or exchange of pallets or other loading or packaging aids. lf they

are not swapped one-for-one, they are only picked up as part of a new

forwarding instruction. This does not apply if the exchange is intentionally not

carried out by the freight forwarder.

4.2 The services under section 4.1 are charged for separately.

5.1 The instruction for shipment to a destination in another country includes

instructions for customs clearance, if this is necessary for arranging the

transport to the place of destination.

5.2 The freight forwarder is entitled to an extra fee for the customs clearance, over

and above the actual costs incurred.

5.3 The instruction to forward bonded goods or to deliver them free house,

authorises the freight forwarder to effect the customs clearance and to advance

customs and excise duties and fees.

6.1 The packages have to be clearly and durably marked by the principal to

facilitate their proper handling, e.g. addresses, marks, numbers, symbols for

handling and properties; old marks must be removed or made illegible.

6.2 In addition, the principal is under obligation:

6.2.1 to mark all packages belonging to the same consignment in such a way that

they are easily recognised as forming one consignment,

6.2.2 to prepare packages in such a way that they may not be accessed without

leaving visible trace (adhesive tape, bands, etc. are only permissible when they

are individually designed or otherwise difficult to imitate; foil wrapping must be

thermally sealed);

6.2.3 in case of a consignment being part of a forwarders consolidation, to group the

individual packages or units of this consignment into larger units if their strap

length (largest circumference plus longest side) is less than 1 metre;

6.2.4 to combine a consignment of hanging garments consisting of several individual

units into wrapped units for easier handling;

6.2.5 to mark packing units with a gross weight of at least 1,000 kilograms with the

weight specification as prescribed for heavy loads to be transported by ship.

6.3 Packages are single packages or units of packages, formed by the principal for

the purpose of being carried according to the forwarding instruction, e.g.,

boxes, wireboxes, pallets, handling units, enclosed loading units such as

covered wagons, wagons with tarpaulin covers, semi-trailers, swap bodies,

containers or igloos.

6.4 lf the packages do not comply with the terms under 6.1 and 6.2, section 3.7

shall apply.

7.1. At specific interfaces the freight forwarder is under the obligation to:

7.1.1 check packages regarding their quantity, identity and apparent good order and

whether seals and fastenings are intact;

7.1.2 document irregularities (e.g. in the accompanying document or by special

notification)

7.2 An interface is any point at which the responsibility for the packages is passed

on to another operator/agent or the handing over point at the end of each stage

of the transportation process.

8.1 Upon request by the principal, the freight forwarder shall issue a certificate of

receipt.

With this certificate the freight forwarder confirms the quantity and type of

packages, but not their contents, value or weight. In the case of bulk goods, full

loads and such Iike the certificate of receipt does not state the gross weight or

any other description of the quantity of the goods.

8.2 As proof of delivery the freight forwarder requests from the consignee a receipt

of the packages as named in the forwarding instruction or other accompanying

transport documents. Should the consignee refuse to sign for the receipt of the

goods, the freight forwarder must request further instructions. lf the goods have

already been unloaded at the consignee, the freight forwarder is entitled to

regain possession.

9.1 An instruction remains valid for the freight forwarder until revoked by the

principal.

9.2 In the case of insufficient or impractical instructions the freight forwarder may

use his professional judgement.

9.3 An instruction to hold goods at the disposal of a third party can no longer be

revoked after instructions from the third party have been received by the freight

forwarder.

10.1 The statement by the principal that the instruction is to be executed freight

unpaid or that the costs are to be paid by the consignee or a third party does

not affect his liability for payment of all charges.

10.2 The statement in section 10.1 does not concern cash on delivery instructions.

11.1 In the absence of specific agreements, neither loading or delivery deadlines are

guaranteed, nor the sequence of the handling of goods of the same means of

transport.

11.2 This does not affect the freight forwarder‘s statutory liability with regard to

missing deadlines.

12.1 Obstacles beyond the freight forwarder‘s control relieve him, for their duration,

from the duties that are affected by these obstacles.

In the case of such obstacles, the freight forwarder or the principal have the

right to withdraw from the contract even if it has already been partially

performed.

If the freight forwarder or the principal withdraws from the contract, the freight

forwarder is entitled to the costs which he deemed to be necessary to be

incurred or which were incurred in the interest of the principal.

12.2 The freight forwarder is only obliged within the framework of his ordinary

professional care to advise the principal about legal or official restrictions

concerning the shipment (e.g., import/export restrictions). If, however, the

freight forwarder, through public statements or in the course of negotiations,

created the impression that he has expert knowledge about specific

circumstances, he has to act appropriately to this knowledge and expertise.

12.3 Governmental and/or official acts beyond the freight forwarder‘s control do not

affect the rights of the freight forwarder towards his principal; the principal is

Iiable towards the freight forwarder for all claims arising out of such acts.

Claims of the freight forwarder against the state or third parties are not affected.

Delivery is deemed to have been affected when the goods are handed over to

any person present on the premises of the consignee, unless there are

apparent reasonable doubts about their authority to receive goods on behalf of

the consignee.

14.1 The freight forwarder is obliged to provide the principal with all necessary

information, to inform him, upon request, about the status of the transaction and

to provide information about all transactions so far, however, he is only obliged

to reveal the costs incurred if he acted in the name of the principal.

14.2 The freight forwarder is obliged to pass everything he receives/obtains while

acting for him to the principal.

15.1 The choice of warehousing location (own or third party) lies with the freight

forwarder. In case of a third party warehouse the freight forwarder must notify

the principal in writing and immediately of the warehouse company and its

address, or, in case of a warehouse warrant, to mark these on the warrant.

15.2 The principal is at liberty to inspect the warehouse. Objections or complaints

about the storage of the goods must be made immediately. lf he does not

exercise the right of inspection, he waves all rights to objections against the

storage and warehousing, for as long as the choice and type of storage

complies with the usual professional care of a freight forwarder.

15.3 Access to the warehouse is only granted to the principal during the normal

working hours of the freight forwarder and in his company.

15.4 If the principal handles the goods (e.g. sample taking) the freight forwarder may

demand that the number, the weight and the status of the goods be inspected

together with the principal. lf the principal does not agree to this, the freight

forwarder is not liable for damage discovered later, unless the darnage was

clearly not caused by such handling of the goods.

15.5 The principal is liable for all damage caused by him or his staff or agents to the

freight forwarder, other warehouse clients or third parties whilst on the premises

of the warehouse, unless he, his staff or agents are not responsible for such

damage.

15.6 In case of inventory discrepancies, the freight forwarder is entitled to balance

shortages and surpluses of the same principal.

15.7 If the freight forwarder has reasonable doubt about the security of his claim

upon the value of the goods he is entitled to set a reasonable time limit for the

principal to either secure the claims of the freight forwarder or to make

alternative provisions for the storage of the goods. lf the principal does not

comply with this, the freight forwarder is entitled to terminate the contract

without further notice.

16.1 Offers from the freight forwarder and agreements with him regarding price and

services always refer to specified own services or those of third parties, and to

goods of normal size, weight and nature; they presume normal unfettered

transport situations, unimpeded access, the possibility of immediate onshipment

and that freight rates, exchange rates and tarifs upon which the

quotation was based remain valid, unless changes could be foreseen under the

current circumstances. The note "plus the usual ancillary charges" entitles the

freight forwarder to charge for supplements and surcharges.

16.2 All quotations made by the freight forwarder are valid only for immediate

acceptance and immediate execution of the relevant task, unless otherwise

specified in the quotation, and when the instructions refer to the quotation.

16.3 In case of a cancellation of or withdrawal from the instruction the freight

German Commercial Law (HGB).

16.4 In case of a COD- or other collection instruction being withdrawn retrospectively

or if the money is not paid, the forwarder is still entitled to his collection fee.

16.5 lf the consignee refuses to accept a consignment destined for him or, if the

delivery is impossible for reasons beyond the control of the freight forwarder,

the freight forwarder is entitled to the cartage charges for the return of the

consignment.

17.1 The freight forwarder is entitled to reimbursement for outlays which he could

reasonably consider appropriate.

17.2 The instruction to accept incoming consignments entitles the freight forwarder -

but does not oblige him — to advance freight, COD-sums, duties, taxes and

other dues in connection with such consignments.

17.3 The principal has to relieve the freight forwarder immediately of demands

regarding freight, average demands, customs duties, taxes or other dues

directed against the freight forwarder as being agent for or possessor of the

goods owned by third parties, when the freight forwarder is not responsible for

such payments. The freight forwarder is entitled to take reasonable measures

appropriate to protect himself. If the circumstances do not require immediate

action, the freight forwarder must request instructions from his principal.

17.4 The principal must inform the freight forwarder in an appropriate way about all

public/legal obligations, e.g. regarding customs regulations or trademark

obligations, arising from the possession of the goods, unless it may reasonably

be deduced from the quotation of the freight forwarder that he is aware of such

obligations.

18.1 Freight forwarders‘ invoices are due immediately.

18.2 The freight forwarder can demand from his foreign principals payment either in

local or German currency.

18.3 lf the freight forwarder owes foreign currency amounts, or if he advances sums

in foreign currencies, he can demand payment either in Gerrnan or in foreign

currency. If he demands payment in German currency, the current exchange

rate will be used, unless it can be proven that a different rate of exchange must

be used or was used.

Claims arising out of the forwarding contract and other related claims may only

be set off against counter claims, if these are undisputed.

20.1 The freight forwarder has a lien on all goods in his possession or other

valuables in

connection with any claim, whether due or not for any services for his principal

in accordance with section 2.1. This lien does not exceed the general legal lien

which applies.

20.2 The freight forwarder may exercise his lien for clairns arising out of other

contracts with the principal only if they are undisputed or if the financial

situation of the debtor puts the claims of the freight forwarder at risk.

20.3 The time limit of one month as specified in section 1234 of the German civil

Law is superseded in all cases by a time limit of two weeks.

20.4 If the principal is in arrears, the freight forwarder is entitled, after due notice, to

seIl such a portion of the principal‘s goods in his possession as is necessary,

after appropriate consideration, to meet his claims.

20.5 The freight forwarder is entitled to the usual sales commission on the net

proceeds of the sale when exercising his lien.

21.1 The freight forwarder arranges for the insurance of the goods (e.g., transit or

warehousing insurance) with an insurer of his choice if instructed to do so by

the principal before the goods are handed over.

lf the freight forwarder cannot effect insurance cover, either due to the nature of

the goods or for any other reason, he must inform the principal without delay.

21.2 The freight forwarder is entitled, but not obliged, to effect the insurance of the

goods if this is in the interest of the principal. The freight forwarder may assume

that the insurance cover is in the interest of the principal, especially when,

- the freight forwarder effected insurance cover for previous freight forwarding

instructions

- the principal declared the value of the goods in his freight forwarding

instructions (3.4).

This assumption for the arrangement of insurance cover may not be made if

- the principal expressly forbids such insurance cover

- the principal is a freight forwarder, carrier or warehousing company.

21.3 The freight forwarder, after due consideration decides the type and scope of the

insurance and arranges the cover at the usual market rates, unless the

principal instructs the freight forwarder differently, specifying the insured sum

and the risks to be covered, in writing.

21.4 If the freight forwarder is himself the insurance policy holder and if he acted for

the account of the principal he is obliged, if requested to do so, he is obliged to

provide information about this in accordance with 14.1. In such a case the

freight forwarder is obliged to invoice the premium for each freight forwarding

instruction individually, to document it and to pay it to the insurer exclusively for

this insurance cover.

21.5 The freight forwarder is entitled to a spezial fee, apart from his reimbursements,

for arranging the insurance, handling claims and other administrative tasks in

connection with claims and averages.

22.1 The freight forwarder bears liability for all his services (section 2.1) according to

legal regulations. Unless specified otherwise, however, the following shall

apply.

22.2 If the freight forwarder is only responsible for arranging the contracts required

for the services requested, his responsibility is limited to the careful choice of

such third party service providers.

22.3 In all cases where the freight forwarder is liable for loss of or damage to goods,

Law.

applicable, the freight forwarder is liable for damage resulting from:

22.4.1 - insufficient packaging or marking by the principal or third parties

22.4.2 - agreed or customary outdoor storage

22.4.4 - force majeure, weather conditions, failure of appliances or wiring, influence

of other goods, damage by animals, inherent vice

only, if there is evidence of the freight forwarder being at fault. lf the damage

could have arisen from one of the above circumstances it shall be deemed to

have arisen from it.

22.5 If the freight forwarder has a claim against a third party for damage for which he

is not liable, or if the freight forwarder has claims in excess of the sum for which

he is liable, he must, on request, cede such claim to his principal, unless the

freight forwarder, by special agreement, had undertaken to pursue such claims

at the cost and risk of his principal.

The principal may also demand that the freight forwarder cedes all claims

unaffected.

lf the claims of the principal have been met by the freight forwarder or by the

forwarders‘ insurance, the claim to be ceded is limited to that portion which

exceeds that already paid by the freight forwarder or his insurance.

23.2 lf only individual packages or parts of the consignment were damaged or lost,

the maximum liability is calculated on the basis of the gross weight

- of the whole consignment if it is rendered valueless

- of that part of the consignment that is rendered valueless

23.5 The SZR shall be calculated in accordance with § 431, section 4 of the German

Commercial Law.

24.1 The liability of the freight forwarder for loss of or damage to goods in the case

of warehousing upon instruction is limited

difference between the nominal and actual inventory (section 15.6) the liability

inventory discrepancy. Section 24.1.1 is not affected.

24.2 Section 23.2 applies accordingly.

24.3 In the case of warehousing upon instruction the liability of the freight forwarder

for claims other than for damage to goods, excepting personal injury and

damage to goods that are not subject of the contract of transportation, is limited

24.4 lrrespective of the number of claims arising from an event, the liability of a

one claimant the freight forwarder‘s liability is distributed amongst them in

proportion to their individual caims.

25.1 The principal must provide evidence that goods of a specified quantity and

state were handed to the freight forwarder in apparent good order §§ 438

German Commercial Law). The freight forwarder must provide evidence that he

delivered the goods as he received them.

25.2 The burden of proof that goods were damaged whilst being transported

(Section 23.1.2) in the means of transport lies with the party claiming such

damage. lf the place where the damage occurred is unknown, the freight

forwarder must specify the sequence of transportation by documenting the

interfaces (Section 7) if requested by the principal or the consignee. lt is to be

assumed that the damage occurred during that stage of the transportation for

which the freight forwarder cannot provide a clean receipt.

25.3 The freight forwarder is obliged to ascertain, through appropriate enquiries and

obtaining evidence, where the damage occurred.

The aforementioned releases from and limitations of liability apply also, in

accordance with §§ 434, 436 of the German Commercial Law, to claims not

arising out of freight forwarding contracts.

The aforementioned releases from and limitations of liability do not apply, if the

damage was caused:

27.1 By intent or gross negligence of the freight forwarder or his management staff

claims shall be limited to foreseeable, typical damage;

27.2 by the freight forwarder in cases covered by §§ 425 pp, 461 Abs. 1 of the

German Commercial Law or by persons specified in §§ 428, 462 of the German

Commercial Law acting intentionally or recklessly, knowing that damage to the

goods would be probable.

Claims have to be made in accordance with § 438 of the German Commercial

Law.

29.1 The freight forwarder is obliged to cover, at going market rates, his transportrelated

liability according to ADSp and as legally required to cover standard

liabilities with an insurer of his choice.

29.2 Agreements for maximum compensation per claim, event and year are

permitted; also contributions from the freight forwarder.

29.3 The freight forwarder may only refer to the ADSp towards his principal if he has

arranged sufficient insurance cover at the time of the forwarding instructions

are issued.

29.4 If requested by the principal, the freight forwarder has to provide proof of this

liability insurance cover

30.1 The place of fulfilment for all parties to the contract is the location of that branch

office of the freight forwarder at which the instructions are directed.

30.2 The place of jurisdiction for all disputes arising out the instruction is for all

participants, so far as they are business people, the location of that branch

office of the freight forwarder at which the instructions are directed.

30.3 The legal relationship between the freight forwarder and the principal or his

legal successors is governed by the law of the Federal Republic of Germany.