OPERINTER GENERAL TERMS AND CONDITIONS
These General Terms and Conditions set forth the criteria governing the contracting of services between any interested entity which, either on its own behalf or through an intermediary, commissions a service, requests a quotation, or participates directly or indirectly in transactions subject to such commission (hereinafter, the “Client”), and the entities operating under the OPERINTER brand, including (non-exhaustive list) the following commercial companies: Operinter Andalucía, S.L., Operinter Barcelona, S.A., Operinter Canarias, S.A., Operinter Madrid, S.A., Operinter Valencia, S.L., Operinter Zaragoza, S.A., Operinter Traimer, S.L., Oper-traimer S.A., Operinter CTGA Traimer, S.L., Operaciones Internacionales Más Asociados, S.L. (OP+), Alonso Logística Barcelona, S.A, Smart Logistics Group, S.L., Oper-Reefer forwarding, S.L. (hereinafter, “OPERINTER”).
All logistics services and transport and warehousing organization services provided by OPERINTER in the field of national and international air, sea and land transport, as well as any ancillary and/or complementary services that may be rendered, shall be governed by these General Terms and Conditions, without prejudice to any specific forms and special terms and conditions applicable thereto (e.g., Customs Representation, Consulting and Advisory Services, Management of Authorisations and Certificates, etc.).
These General Terms and Conditions are available to the general public on the OPERINTER website, accessible through the following web link: (https://operinter.com/en/general-terms-and-conditions/)
Furthermore, these General Terms and Conditions have been registered in the Valencia Movable Property Registry; Ent. 20250087813 Journal 27; Folio 11476; Entry 20250072126; with the unique deposit identifier: 46030-20250039345-1.
1. SCOPE
1.1 The Client, regardless of the method or means used to request or contract OPERINTER’s services (whether verbally, in writing, via web-based messaging applications, email, or otherwise), shall be bound by these General Terms and Conditions as from the moment the service request is placed.
The mere execution or commencement, without objection from the Client, of the services offered or quoted by OPERINTER shall constitute a presumption of acceptance of the quotation/estimate and of the service itself, and shall imply the Client’s acceptance of these General Terms and Conditions and of the tariffs in force at the time the service is rendered. The application of any other general terms and conditions is expressly excluded, except in the specific cases referred to below.
Should the Client not accept these General Terms and Conditions, it must expressly and unequivocally communicate its rejection in writing within seven (7) days following receipt of the quotation/estimate or, failing that, of the first service request; in the absence of total or partial objection within such period, the Client shall be deemed to have adhered to and accepted these General Terms and Conditions.
1.2 In those cases in which, during the provision of the service, OPERINTER issues (either in physical form or by electronic means, in the form of a traceable file, dataset or “smart contract”) any contractual document/form or document of title containing separate terms and conditions governing one or more specific services or transports (such as, inter alia, an Insurance Policy, Bill of Lading, Sea Waybill, delivery note, Air Waybill, Multimodal Transport Document, Letter of Indemnity, LOA, Customs Representation service documents, etc.), the Client shall be validly and additionally bound by such terms and conditions to the extent expressly provided therein.
In those cases where such specific terms and conditions conflict with or in any way contradict these General Terms and Conditions of Contracting, the former shall prevail and be applicable in preference.
Should there be any discrepancy between documents issued during the contracting process, or should any gap exist, the following terms shall apply in order of precedence: (i) first, the Bill of Lading, Sea Waybill or other document of title or document evidencing the carriage of goods used; (ii) second, the Policies and the Special/General-Specific Conditions of Contracting set out in specific service forms or terms; (iii) third, these General Terms and Conditions of Contracting; and (iv) fourth, any other existing document or documentation.
In the case of special transports, projects, assignments or services to which OPERINTER applies Special Terms and Conditions of Contracting, the Client shall be duly informed thereof, and OPERINTER shall make such Special Terms and Conditions available to the Client for its knowledge.
1.3 In relation to Customs, Environmental or border control–related services, the Client shall be subject, depending on the regime to be assigned to the goods or the authorisations whose processing is required, to the specific service terms as a condition for their execution. In such cases, the Client must expressly accept (if any) all forms required by OPERINTER for each service on a separate basis and, in any event, must grant a specific mandate for dealings with the relevant authorities and/or process a Power of Attorney for Customs Clearance in accordance with the applicable regulations.
1.4 The legal regime applicable to the transports commissioned shall depend on the wording and nature of the document issued by OPERINTER evidencing the carriage of the goods concerned, and shall in all cases comply with the applicable national legislation and international conventions, namely:
-Maritime transport: Spanish Maritime Navigation Act 14/2014 of 24 July; International Convention for the Unification of Certain Rules of Law relating to Bills of Lading (Hague–Visby Rules).
-Air transport: the Warsaw Convention and the Montreal Protocol.
-National and international road transport: Act 15/2009 of 11 November on the Contract for the Carriage of Goods by Land, the LOTT and ROTT, and the CMR Convention, respectively.
Always in their current and updated versions.
The above regulations may not be applicable in those cases in which OPERINTER performs its services as an intermediary or commission agent, acting on behalf of the Client and in accordance with the Client’s specific instructions.
Any limitations of liability from which OPERINTER may benefit by virtue of its status, as set forth in these General Terms and Conditions, in the applicable laws and conventions, as well as in any additional terms and conditions accepted by the Client, shall apply to any and all claims brought against OPERINTER, its agents, employees or representatives, whether such liability is contractual or non-contractual (tortious).
2. GOODS, PACKAGING AND PRE-LOADING PROCESSES
2.1 OPERINTER has no knowledge of the contents of the packages subject to transport and/or services and therefore relies exclusively on the declaration made, under its sole responsibility, by the Client or by the shipper designated by the Client, with regard to their description, classification, markings, quantity, volume and weight. OPERINTER shall assume no liability whatsoever in respect of the actual contents of the packages/units presented for loading or loaded by the Client, and any costs, damages, losses, claims, indemnities and penalties arising from the inaccuracy or deficiency of the data and information provided by the Client or the shipper designated by the Client shall be the Client’s sole responsibility.
The Client must inform OPERINTER in writing, prior to shipment, of any special characteristics, overweight condition or oversize dimensions of the goods to be shipped.
2.2 The Client must always use packaging suitable for the means and mode of transport previously quoted by OPERINTER. OPERINTER shall charge the Client for, and shall not be liable for, any additional costs, damages, delays and penalties caused to the goods, loading/handling equipment, facilities and means of transport arising from improper stowage within the loading/transport unit made available to the Client (e.g., sea container, loading platform, flat rack, etc.).
In any event, OPERINTER shall be exempt from any and all liability in respect of goods that are unpackaged or inadequately, defectively or improperly packaged by the Client, and/or improperly sealed, where such packaging or sealing is insufficient to withstand the risks inherent in carriage (whether consolidated or full load) by air, sea or land, as applicable.
With regard to unpackaged goods or non-stackable goods, OPERINTER must be informed in writing in advance of the existence of such goods, and reserves the right to accept or reject their carriage, as well as to determine the applicable price.
2.3 Dangerous Goods. OPERINTER does not, as a general rule, accept IMO / IMDG / ADR dangerous goods for carriage. Any such transport must be expressly agreed and authorised in advance by OPERINTER upon the Client’s request, and the Client must provide, together with the goods, all required documentation and data.
The Client shall be obliged to inform OPERINTER of the hazardous nature of the goods prior to their transport, storage or handling, enclosing the relevant safety data sheet with its instructions. Any failure by the Client to declare the dangerous nature of the goods shall fully release OPERINTER from any liability.
2.4 Legality of the Goods. By submitting a request for quotation to OPERINTER, the Client acknowledges that the goods subject to the service comply with all applicable legal requirements and, in particular, declares that the goods, the transactions carried out in relation thereto, and the accompanying documentation comply with the applicable customs, tax, foreign trade and sanctions regulations (including, without limitation, Dual-Use regulations, embargoes, CITES, sanitary/phytosanitary/veterinary/SOIVRE regulations, etc.).
The Client shall ensure that the goods and their packaging are lawful in the country of origin, destination and any countries where transit or stopovers may be required, and shall be responsible for any holds, blocks or rejections imposed by the competent authorities or bodies of such countries, as well as for any direct or indirect damages arising from such lack of legality. The Client shall hold OPERINTER harmless against any seizures, sanctions, additional costs, administrative proceedings and any other consequences that OPERINTER may have had to bear as a result thereof.
2.5 Should OPERINTER, the actual carriers, other service providers and/or the competent authorities or control bodies detect that the goods, their documentation or their packaging do not comply, or only partially comply, with the applicable legal requirements (fitness for consumption, placing on the market, etc.), they shall be entitled to unload, move, handle, destroy, neutralise and/or store the goods, without any right to compensation accruing to the Client.
In such cases, the Client shall be obliged to reimburse all costs incurred in connection with such procedures (including, without limitation, detention and demurrage, storage, seizures and sanctions) and to indemnify for any damages or losses that may arise therefrom, including, where applicable, legal and defence costs.
2.6 Excluded Goods. In any event, OPERINTER’s services shall exclude, save for exceptional services expressly authorised by the competent authorities, any logistics and customs services relating to the following goods: live animals, fine glassware, precious metals, coins or banknotes, lotteries and betting tickets, jewellery, precious stones, natural pearls, securities and negotiable instruments, public deeds, works of art or items of artistic value, collections, explosives, radioactive products, drugs (other than pharmaceutical products), and construction materials in powder or bulk form. Any liability on the part of OPERINTER in respect of such goods is expressly excluded.
2.7 The Client, or the shipper designated by the Client at the place of loading, must verify at the time the goods are made available that the equipment and loading unit used for the transport and preservation of the goods (such as a sea container, refrigeration equipment, loading platform, flexitank, tank, etc.) are in optimal condition for loading, unloading and carriage—whether by sea, land or rail—as well as for their empty return.
If the equipment or unit is made available to the Client with damage (whether apparent or not), the Client or the shipper designated by the Client must halt the loading process and inform OPERINTER of the existence of any damage, defects or malfunctions, in order to arrange for replacement or to make the appropriate reservations with the suppliers and/or owners of the unit/equipment. The absence of any reservation or remark duly made at the appropriate time shall constitute acceptance by the Client of the container/unit as being in optimal condition, thereby releasing OPERINTER from any liability in this regard.
The Client must inspect the MGW indicated on the CSC plate and confirm that it is suitable for the intended shipment and destination, and shall be entitled at that time to reject any equipment it considers unfit for the scheduled shipment.
2.8 The means of transport and/or equipment to be used shall be that expressly requested by the Client in each case. In the absence of any specific indication, it shall be selected in accordance with the information and data relating to the cargo provided by the Client.
For containerised cargo, a “Dry” or “Reefer” container shall be requested depending on the type of goods, it being understood that “Dry” equipment shall be used where the Client makes no indication to the contrary. Only where the Client, its agents, representatives or designated shippers expressly request in writing the use of special equipment (e.g. “FOOD GRADE”) shall such special containers be positioned.
3. DOCUMENTATION
3.1 Every shipment must be accompanied by the documentation required for the proper execution of the transport and delivery, which shall be provided by the Client or by the person/entity designated by the Client. Such documentation shall include, in the case of shipments originating in or destined for non-EU countries, commercial invoices, packing lists, certificates of origin and any other documents necessary to carry out customs clearance, provided that such clearance (submission of the declaration or assignment of a customs regime) has been contracted, and even where the goods consist of samples of no commercial value.
Likewise, the Client shall be responsible for making available to OPERINTER all documentation necessary to comply with the various border controls and inspections carried out by the relevant authorities and competent bodies.
3.2 It is the Client’s obligation to be aware of the documentation and requirements applicable to its cargo prior to initiating any shipment, and to provide OPERINTER with all relevant documents and to inform it of any aspects of the content of such documents that must be known for the proper performance of the service. The Client hereby warrants the accuracy, sufficiency, truthfulness and completeness of the documents and information provided.
OPERINTER shall not be liable for any damages or losses arising from incorrect, inaccurate, insufficient or false information, documentation or labelling.
3.3 The Client must give sufficient prior notice of the transport documents required for each operation, providing precise instructions as to the type of document or document of title and the method selected for its transmission. Such instructions shall be complied with by OPERINTER whenever issuance is possible, OPERINTER reserving the right to decide on the actual issuance of such documents. Where applicable, the Client must review any drafts or forms made available to it.
In any event, OPERINTER shall not be liable for any errors attributable to the Client in relation to the determination of the content, form or time of issuance of such documents. OPERINTER shall pass on to the Client the conditions and costs incurred as a result of requests to amend original documents made to the various providers or actual carriers.
3.4 The name and address of the person or entity designated as consignee, the place of delivery and the relevant contact information must be clearly stated in the shipping instructions, the delivery note and any other accompanying documentation, as well as on the package labels.
3.5 Cash on Delivery (COD) Shipments. In those shipments where delivery to the consignee is conditional upon the consignee’s provision of a cheque, accepted bill of exchange, proof of bank transfer or similar instrument, such condition must be notified to OPERINTER in advance and in writing, and must be expressly stated in the shipping instructions, clearly specifying the applicable terms. OPERINTER reserves the right to accept or reject such shipments.
For this service, OPERINTER shall invoice the Client an agreed percentage based on the weight/value of the shipment as a collection management fee. In import COD shipments, the goods shall not be released until the required condition has been fulfilled.
In any event, OPERINTER shall be released from any liability arising from the lack of authenticity, validity or enforceability of the required instrument, unless bad faith or gross negligence on its part is duly proven.
4. DELIVERY TIME
The collection times, transit times and delivery dates indicated are purely indicative and for guidance purposes only, and may be extended in the event of schedule updates, itinerary changes, administrative or customs procedures, or where the documentation necessary for the execution of the transport is missing.
In any event, any date provided at the time of quotation in relation to the service shall constitute an estimated timeframe, based on the average market transit times applicable to the type of transport used, and shall in all cases be subject to the schedules, calendars and frequencies (also estimated) applied by the various providers and actual carriers engaged by OPERINTER for the effective performance of the assignment. Such timeframes shall likewise be subject to the availability of space and equipment from said providers.
5. OPERINTER’S LIABILITY
5.1 The Client accepts that OPERINTER shall perform the assignment solely within the scope of the services that have been expressly requested, contracted and/or quoted. Any activities or tasks not forming part of the request and the quoted service shall fall outside OPERINTER’s contractual obligations, unless, by virtue of the nature of the service itself, complementary actions are required for the proper completion of the main service, in which case such actions shall be deemed to form an integral part of the contract.
OPERINTER shall not be liable for any damages, losses or deterioration arising from acts, actions, events or omissions occurring during phases of transport or parts of the service and/or affecting the goods which are not under its scope of control, custody or decision-making authority.
OPERINTER shall be released from liability and shall not be responsible for any loss, damage or delay affecting the goods in the following cases:
5.2 In services consisting of the organisation and planning of transport, handling, haulage and warehousing, OPERINTER shall reserve the discretionary right to select the option, route, itinerary, means, transport documents and equipment, unless the Client has requested a quotation expressly contemplating such elements and/or has issued specific instructions precisely identifying them. In such cases, OPERINTER shall not be deemed to have undertaken the service unless it has expressly accepted it.
Notwithstanding the foregoing, OPERINTER shall not be liable for any changes made, for reasons beyond its control, by shipping lines, airlines, terminals, carriers, crane operators or other service providers (as well as by authorities) once the operations or shipments have commenced.
OPERINTER shall not be liable for any faults or negligence attributable to other parties involved in the logistics chain that have not been subcontracted by OPERINTER and do not fall, directly or indirectly, within its sphere of organisation or control. Likewise, OPERINTER shall assume no liability arising from obligations assumed directly by the Client, or by the Client vis-à-vis third parties, including public authorities (e.g., where the Client is the holder of the seal authorisation).
5.3 OPERINTER shall not be liable in cases where shipping lines, airlines or their agents are unable to supply, within the required timeframe, equipment that has been duly requested by OPERINTER. Where the type of transport requires the use of special equipment, OPERINTER reserves the right to terminate or decline the provision of the service due to insufficiency or unavailability of such equipment.
5.4 OPERINTER shall not be liable where the goods have been transported by the Client or its representative, or by third parties designated by them. Likewise, OPERINTER shall not be responsible for the Client’s selection of suppliers or subcontractors, nor for the agreements and conditions entered into between them.
In cases where shipments are contracted by the shippers at ports/terminals of origin and the service to be provided by OPERINTER only consists in the consignment management, OPERINTER shall be limited to representing the Client in documentary and administrative matters relating to the consignment. Such representation shall not entail any obligation on OPERINTER’s part to assume, advance or guarantee payments on behalf of the Client, OPERINTER being entitled to request an advance payment or provision of funds in respect of the amounts required for the release or delivery of the goods.
5.5 OPERINTER shall not be liable in cases, circumstances or during periods of liability other than those contemplated in the applicable legislation and in the international conventions applicable in each case. OPERINTER shall be entitled, to the same extent and with the same scope, to the benefit of all exceptions, exemptions, reservations and/or rights provided for the carrier/contractual carrier/shipowner under such legislation.
5.6 In the absence of mandatory rules or uniform legislation, liability for loss of or damage to the goods arising from harmful events shall be determined by reference to the legal regime applicable to the mode of transport in which the damage occurred. Where the damaging event cannot be localised and the operation involves more than one mode of transport, liability shall be determined in accordance with the regime applicable to the principal mode of transport. If the principal mode of transport cannot be determined, the matter shall be governed by Act 15/2009 of 11 November on the Contract for the Carriage of Goods by Land.
Likewise, any notice of loss, damage or delay affecting the goods shall be governed by the rules applicable to the mode of transport in which delivery of the goods is carried out or is to be carried out.
5.7 The Client shall be responsible for the proper return of the containers or loading units provided and shall be liable in the event of failure to return them in the condition in which they were made available and within the agreed time limits.
5.8 In services consisting solely of brokerage or commission, OPERINTER’s liability in relation to the contract shall be governed by the Spanish Civil Code (Articles 1709 et seq.) and the Spanish Commercial Code (Articles 244 et seq.).
5.9 When acting as a Customs Representative, Consultant or Documentation Agent, OPERINTER shall be liable solely for any damage directly caused by its own fault or negligence, which must be duly evidenced by the Client. OPERINTER shall not be liable in any circumstances where it has acted in accordance with the Client’s instructions.
OPERINTER shall be fully entitled to reimbursement of any and all amounts it may be required to advance, pay, secure or guarantee at the request or upon demand of the Customs or Tax Authorities, regardless of whether such administrative decisions or resolutions are lawful or unlawful, valid or invalid. The statutory provisions relating to any joint, several or subsidiary liability that might otherwise be attributed to OPERINTER shall not apply to the contractual relationship, provided that such amounts arise as a result of OPERINTER’s actions in its capacity as Customs Representative or administrative agent before the Authorities.
6. LIMITS OF LIABILITY
6.1 OPERINTER’s liability, save where otherwise provided by mandatory law, shall in no event exceed the price paid or payable for the services subject to the assignment (in transport organisation services, whether national or international, such price shall be limited to the freight/haulage charges, excluding any ancillary amounts). In any event, where liability limitations are subject to mandatory rules, they shall be governed by the limits set forth in the applicable International Conventions, and more specifically:
for international air transport, the Warsaw Convention and the Montreal Protocol; for international maritime transport, the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading (Hague–Visby Rules); for national maritime transport, Spanish Maritime Navigation Act 14/2014 of 24 July and its implementing regulations; for international road transport, the CMR Convention; and for national transport and warehousing, Act 15/2009 on the Contract for the Carriage of Goods by Land.
All of the above shall apply in their latest versions in force. In matters not governed by the aforementioned regulations, the provisions of the Spanish Commercial Code, the Spanish Civil Code and any supplementary regulations shall apply.
In any event, and for any type of service whatsoever, OPERINTER’s liability shall not exceed the liability assumed towards OPERINTER by the providers engaged for the performance of the services. OPERINTER shall likewise be entitled to benefit from any limitations of liability and grounds for exclusion or exemption from liability available to such providers under the applicable national legislation and international conventions.
6.2 OPERINTER’s liability when acting as Customs Representative shall in no event exceed an amount equal to 2.5 times the fees payable for the customs clearance services rendered.
6.3 Likewise, OPERINTER’s maximum liability for delay in delivery—solely in those cases where such liability is expressly provided for under the applicable regulations—shall, provided that the Client proves that such liability arises directly from culpable or negligent acts or omissions attributable to OPERINTER, in no event exceed the amount of the freight agreed under the relevant service contract.
6.4 Under no circumstances shall OPERINTER be liable for loss of profit, consequential, indirect, exemplary or punitive damages. In particular, OPERINTER shall not be liable for any interruption of production, business or sales arising from delay, loss, nor for fines, penalties, claims for losses due to depreciation, research or development expenses, travel costs, penalty clauses, fluctuations in currency exchange rates or in the value of the goods, or increased duties or taxes imposed by the Authorities, regardless of the cause.
6.5 The present limitations shall apply to all claims brought against OPERINTER, regardless of whether such claims are based on contractual or non-contractual (tort) liability.
6.6 Any clause contained in any other document, or included in other general terms and conditions, contracts or any other instruments, which directly or indirectly purports to increase the quantitative limits set out in this section, shall be null and void and deemed not written.
6.7 Any declarations of the value of the goods inserted at the Client’s request in customs declarations, bills of lading, consignment notes, cargo manifests, delivery notes or any other documents (regardless of whether such documents are issued by OPERINTER, its representatives or agents) for the sole purpose of complying with formal requirements of the relevant procedures (customs clearance, letters of credit, etc.) shall not be taken into account for the purposes of calculating liability. Such declarations shall be deemed to constitute a mere independent (and unverified) statement by the Client and shall therefore have no effect on, nor override, any applicable limitation of liability.
7. TARIFFS, DUE DATES AND PAYMENT FOR SERVICES
7.1 Transport services and any ancillary or auxiliary services thereto contracted with OPERINTER shall be invoiced in accordance with the specific tariffs in force at the time such services are performed. Such tariffs may or may not coincide with those in force at the time the quotation is requested or accepted.
Any reference to a validity or effective period in an offer shall relate exclusively to the period during which a specific quotation or tariff shall apply, provided that one of the following dates falls within such period (the applicable criterion being expressly stated in each quotation): the date on which the cargo is made available for transport, the date of actual loading onto the means of transport, or the date of departure. Where no such criterion is specified in the quotation, the actual date of departure shall be deemed applicable for the purpose of determining the validity of the quotation.
7.2 OPERINTER quotations or estimates may be subject to change. No quotation or estimate shall be binding upon OPERINTER unless OPERINTER has expressly agreed to perform a specific service on the basis of a specific quotation document.
Where no known tariffs exist (whether OPERINTER’s own or, failing that, those of the party performing the service), the service shall be contracted at the usual or market prices applicable at the place where such service is performed.
7.3 Transport services, related expenses, and ancillary or auxiliary services thereto, as well as any other services provided by OPERINTER, shall—unless special conditions have been previously agreed with the Client—be payable in cash and in advance of their performance. Unless expressly stated otherwise, the prices indicated in the tariff do not include any applicable taxes.
The Client shall comply with the maximum payment periods established under Act 3/2004 of 29 December on Measures to Combat Late Payment in Commercial Transactions (the maximum period for companies to settle invoices with their suppliers being sixty (60) days).
7.4 The invoice issue date shall determine the due date and the commencement of the Client’s obligation to effect payment. The only payment methods accepted by OPERINTER are bank transfer, direct debit and promissory note. Pursuant to Spanish Act 11/2021 of 9 July on measures for the prevention of tax fraud, cash payments of any kind (including cash, cheques, etc.) shall not be accepted in transactions carried out by entrepreneurs or professionals for amounts equal to or exceeding EUR 1,000.
The contracting party undertakes to provide all identification data required, including both banking details and any personal or corporate information necessary for the invoicing of the service.
Late payment of any invoice beyond its due date shall accrue default interest in favour of OPERINTER at a rate of 5% on the outstanding amount. In the event that the Client is in default, the Client shall be obliged to indemnify OPERINTER for all collection costs incurred as a result of such default. Failure to pay any amount due (including payment made after the due date) shall entitle OPERINTER to terminate all agreements in force and to demand immediate payment of all outstanding balances owed, whether due or not yet due (rejection/insolvency of the debtor), which shall be deemed automatically due, payable and enforceable. Such default shall further entitle OPERINTER to exercise its right of lien and to release or deliver any shipments, whether new or in progress, solely against provision of funds.
7.5 The tariffs shall apply to regular, non-urgent services. Prices for urgent services shall be agreed and confirmed in writing on a case-by-case basis.
7.6 The Client shall be obliged to pay not only the price of the contracted services, but also any additional expenses (in particular, demurrage and detention charges arising from delays in the receipt or collection of goods/containers at the ports of destination), as well as any surcharges or additional costs incurred as a result of events or circumstances affecting the service that arise after the date of contracting or, where applicable, after the date of issuance of the shipping or transport documents. Such charges shall be borne by the Client provided that they are duly substantiated
7.7 Freight or carriage charges shall accrue at the moment the goods are made available to the actual carrier, irrespective of the mode of transport used and regardless of where such charges are payable (prepaid or collect, as agreed between the shipper and the consignee). The Client shall remain liable for payment to OPERINTER, such payment not being conditional upon the successful completion of the operation and irrespective of any circumstances affecting or preventing the transport, including, without limitation, abandonment of the shipment or the goods prior to arrival at destination.
7.8 No set-off, deduction or compensation of accounts or balances—whether judicial or extrajudicial—shall be admitted in respect of any amounts the Client may seek to assert against OPERINTER, in particular those arising from claims relating to any alleged liability of OPERINTER in the performance of its services, unless and until such claims or amounts are, where applicable, supported by an enforceable or executory title.
7.9 Tariffs are always calculated on the basis of the following standard conversion ratios:
Air transport: 1 m³ = 167 kg
Maritime transport: 1 m³ = 1,000 kg
Road transport: 1 m³ = 333 kg
Rounding shall be applied as follows: for air transport, by the kilogram; for maritime transport, to the next full cubic metre; and for road transport, to the next full hundredweight.
8. CANCELLATIONS
Early cancellation of the service by the Client, once such service has been confirmed by OPERINTER, shall give rise to a penalty which shall in no event be less than the cancellation costs of any space reservations or bookings that OPERINTER may have arranged or confirmed with a provider or actual carrier, regardless of whether the related operation or transport has already commenced.
9. SUBCONTRACTING
OPERINTER shall be entitled to subcontract the performance of the services entrusted by the Client, freely and independently selecting, unless otherwise agreed, any forwarders, shipping lines, airlines, cargo agents, carriers, online freight agencies, NVOCCs, terminals, shipping agents, software companies, warehouse operators, crane operators, customs representatives, traders, brokers, insurers, advisers and consultants as may be required, all of whom shall be third parties independent from OPERINTER.
10. CARGO INSURANCE
10.1 The goods are transported, handled and stored at the Client’s own risk and expense, and OPERINTER shall not insure them unless it has received prior written instructions from the Client to that effect. Any insurance arrangement shall be subject to OPERINTER’s confirmation, and, where applicable, shall be expressly stated in the quotation. Any coverage shall also be conditional upon prior payment of the corresponding fees and/or insurance premium to OPERINTER or to the party entitled thereto.
OPERINTER reserves the right to decline the arrangement of insurance in cases where the characteristics of the risk, the countries of origin or destination, geopolitical circumstances or other factors of any nature prevent the availability of appropriate insurance coverage in the insurance market
10.2 In cases where insurance is arranged through OPERINTER and unless otherwise agreed by both parties, OPERINTER shall act as policyholder without being the insured, arranging the insurance in the Client’s name. The Client acknowledges and agrees that a waiver of subrogation clause shall be included, pursuant to which insurers, upon being subrogated to the Client’s position after payment of any claim, shall not bring any claims against OPERINTER. The Client further undertakes to include a waiver of subrogation in favour of OPERINTER in those cases where the Client independently insures the goods and/or the operation with a third party. Should the Client fail to do so, the Client shall hold OPERINTER harmless from any claims received in connection with the insured subject matter.
10.3 Any claim relating to matters capable of being covered under a specific insurance policy taken out shall be deemed to be subject to the liability limitations established in the applicable conventions, according to the principal mode of transport involved.
10.4 OPERINTER shall not be liable for any disputes or claims that may arise between the Client and the insurance company engaged in connection with the insurance of the goods. Likewise, the Client shall at all times allow access to the goods and/or facilities under its control to any adjusters, surveyors, technicians or other professionals appointed by OPERINTER or by the relevant parties.
11. RIGHT OF LIEN AND INITIATION OF PROCEEDINGS
11.1 The goods subject to transport, together with the documents of carriage and any other documents accompanying them, shall be expressly encumbered (by way of lien and/or pledge / Spanish “prenda” guarantee) as security for payment of the transport charges, warehousing fees and any other ancillary or related expenses incurred during their carriage or storage. OPERINTER shall be entitled to withhold delivery of the goods until such amounts have been duly paid. In addition, OPERINTER may enforce any other right of lien provided for in the transport documents issued or otherwise admissible under applicable law.
Unless expressly prohibited by applicable law, such right of lien shall extend to all goods included in services and/or covered by documents issued by OPERINTER or issued upon its instructions, whether such goods are in the direct or indirect possession of a third party or are in transit, whether shipped or not. This right shall further extend to all goods of the Client, including those not relating to the specific shipments or operations in respect of which the Client owes the outstanding invoices.
This right of lien shall inherently include the authority to move the goods to facilities controlled by OPERINTER for storage purposes, to remove them from terminals or quays, to unload or transfer containers or loading units, and to break seals. It shall likewise include the retention of transport documents, certificates and any other documents enabling the movement of the goods. Finally, this right shall entitle OPERINTER to oppose the issuance or amendment of such documents, provided that doing so does not contravene applicable law.
11.2 The Client’s goods over which a pledge/”Prenda” has been constituted, as security for payment of outstanding amounts, shall enjoy privileged status as a preferred claim (“Crédito privilegiado”- Spanish“Ley Concursal”) in the event that the debtor becomes subject to any insolvency proceedings. In such cases, the effects of any liquidation or disposal of the goods within such insolvency proceedings may be stayed, or, where such disposal has already taken place, OPERINTER shall be entitled to claim restitution of the proceeds obtained up to the amount necessary to satisfy the credit held by OPERINTER against the Client. Such goods shall be deemed assets subject to claims with special privilege, with the encumbrance remaining in force.
11.3 OPERINTER shall be entitled to initiate any notarial proceedings permitted by law, including, without limitation, those proceedings provided for under maritime legislation and, in particular, those regulated by Spanish Maritime Navigation Act 14/2014 of 24 July (LNM).
The Client shall be liable for any damage to or deterioration of the goods, particularly where they are perishable, arising as a consequence of the exercise of the right of lien or the initiation of any notarial proceedings. Likewise, any costs incurred as a result of the exercise of any form of lien shall be borne by the Client.
12. RESERVATIONS AND CLAIMS
12.1 Unless otherwise provided by mandatory law, the Client shall forfeit the right to claim for loss, damage or delay unless the corresponding reservations are made in due time and form. Where loss, damage or delay occurs during the actual performance of the transport, any protests and reservations shall be made in accordance with the time limits and formal requirements set forth in the applicable mandatory regulations, as well as in the international conventions governing the relevant mode of transport.
12.2 Where damage, deterioration and/or loss is apparent, the Client must record the reservation as fully and specifically as possible on the delivery note or on the document issued at the time of delivery or collection of the shipment, and must immediately notify OPERINTER thereof. Generic reservations such as “packages damaged,” “received subject to inspection,” “received pending verification,” or similar wording shall have no legal effect.
12.3 OPERINTER expressly disclaims any liability in respect of claims or losses not notified within the applicable time limits and in the required form, and shall be entitled to request any supporting documentation deemed relevant in each case, including the corresponding expert or surveyor’s report.
13. INTELLECTUAL PROPERTY
All intellectual property of OPERINTER provided, disclosed or used in connection with any service—including databases, software, websites, programs, processes and procedures, reports, manuals, presentations, patents, trademarks, copyrights, trade secrets, service marks, know-how and any other similar rights or intangible assets recognised under applicable law (including source codes and information of a similar nature)—is fully reserved, protected, confidential and remains the exclusive property of OPERINTER.
OPERINTER reserves the right to take any actions necessary to preserve and enforce all such rights. The Client shall not, directly or indirectly, disclose, use, recreate, duplicate, decode, alter, modify, dismantle, decompile or reverse engineer any form of Intellectual Property. The Client undertakes to indemnify OPERINTER in the event of any breach of the foregoing provisions.
14. ADDITIONAL CLAUSES
14.1 Should any clause of these Terms and Conditions, or any part thereof, be declared null, invalid or unenforceable, or should any omission of information on the part of OPERINTER be determined by a court or authority with sufficient jurisdiction and competence, the remaining clauses shall remain in full force and effect.
14.2 Neither the failure nor any delay by OPERINTER in exercising any right, remedy or power shall operate as a waiver thereof. Regardless of any usages or customs applicable within the sector in which OPERINTER provides its services, no statement of agreement, acceptance, approval or consent shall be valid or effective unless made expressly and by a person duly authorised or empowered by OPERINTER. No modification, amendment, termination, waiver or release of all or any part of the Terms and Conditions set out herein, or those contained in any transport document, form or separate set of terms, shall be effective unless expressly approved in writing by OPERINTER.
15. JURISDICTION
Unless otherwise provided by mandatory law, any disputes that may arise in connection with the interpretation of the contracts and agreements entered into pursuant to these General Terms and Conditions of Contracting shall be submitted, with the parties’ express waiver of any other jurisdiction or domicile that may correspond to them, to the exclusive jurisdiction of the Courts and Tribunals of the City of Valencia (Spain), and shall be governed by Spanish law.