OPER TRAIMER GENERAL TERMS AND CONDITIONS
These general terms and conditions establish the criteria governing the contracting of services between any interested entity that, either directly or through an intermediary, commissions a service, requests a quote, or participates directly or indirectly in operations subject to the engagement (hereinafter, “The Client”), and the entities belonging to the OPER TRAIMER brand.
All logistics services and transport and warehousing organization services provided by OPER TRAIMER 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 OPER TRAIMER website by accessing the following link: (https://www.opertraimer.com/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 OPER TRAIMER’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 OPER TRAIMER 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, OPER TRAIMER 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 OPER TRAIMER applies Special Terms and Conditions of Contracting, the Client shall be duly informed thereof, and OPER TRAIMER shall make such Special Terms and Conditions available to the Client for its knowledge.
1.3 For Customs, Environmental, or border control-related services, the client will be subject, depending on the regime to be assigned to the goods or the authorizations whose processing is required, to the terms of the specific service as a condition for its execution. The client must provide express acceptance of all forms required by OPER TRAIMER for each service separately and, in any case, must complete a specific mandate for procedures with the administration and/or process a Customs Clearance Authorization in accordance with applicable regulations.
1.4 The legal regime applicable to the transportation subject to the engagement will depend on the clauses and nature of the document issued by OPER TRAIMER covering the circulation of the goods in question, which will, in all cases, comply with national regulations and applicable international conventions; Maritime: Maritime Navigation Law 14/2014 of July 24, Convention for the Unification of Certain Rules of Law Relating to Bills of Lading (Hague-Visby Rules). Air: Warsaw Convention and Montreal Protocol. National and International Road: Law 15/2009, of November 11, on the contract of carriage of goods by road, the LOTT, ROTT, and the CMR Convention, respectively, always in their updated version. The aforementioned regulations may not apply in cases where OPER TRAIMER performs its services as an intermediary or commission agent, on behalf of the client and according to their specific instructions.
The limitations of liability that OPER TRAIMER may benefit from due to its status, established in these General Terms and Conditions, in the applicable Laws and Conventions, as well as in additional clauses accepted by the client, will apply to any claim against OPER TRAIMER, its delegates, employees, or representatives, whether such liability is contractual or non-contractual.
2.- GOODS, PACKAGING, AND PRE-LOADING PROCESSES.
2.1 OPER TRAIMER is unaware of the contents of the packages subject to transport/services, for which it refers to the declaration made by the Client or the shipper designated by them, under their exclusive responsibility, regarding its description, classification, marks, quantity, volume, and weight. OPER TRAIMER will not assume any responsibility for the actual content of the packages/units presented for loading or loaded by the Client, and the expenses, damages, breakdowns, indemnities, and penalties arising from the inaccuracy or deficiency of the data and information provided by the Client or the shipper designated by them will be their exclusive responsibility.
OPER TRAIMER must be informed by the client in writing, prior to shipment, about any special characteristics, overweight, and oversized dimensions of the goods to be shipped.
2.2 The Client must always use packaging appropriate to the mode and type of transport previously quoted by OPER TRAIMER. OPER TRAIMER will charge the Client and will not be responsible for additional costs, damages, delays, and penalties caused to the goods, loading/handling equipment, facilities, and means of transport resulting from improper stowage inside the loading/transport unit made available to the client (e.g., maritime container, loading platform, flat rack, etc.).
In any case, OPER TRAIMER is exempt from all liability regarding unpackaged goods or goods with insufficient, defective, or improperly used packaging by the Client and/or incorrect sealing, to withstand the risks inherent to transport (whether in groupage or full load) by air, sea, or land, as applicable.
Regarding unpackaged goods or non-stackable goods, OPER TRAIMER must be informed in writing in advance about such goods, reserving the right to accept or reject their transport, as well as the price to be applied.
2.3 Dangerous goods. OPER TRAIMER generally does not accept IMO / IMDG / ADR goods for transport. Transport must be expressly agreed upon and authorized by OPER TRAIMER upon client request, and the Client must provide all necessary documents and data along with the goods. The Client will be obliged to inform of the dangerous nature of the goods prior to transport, storage, or handling, attaching the safety data sheet for the goods to their instructions. Failure to declare by the Client exempts OPER TRAIMER from liability.
2.4. Legality of goods; By requesting a quote from OPER TRAIMER, the Client acknowledges that the goods subject to the service comply with legality and specifically declares that the goods, the transactions carried out on them, and the accompanying documentation comply with applicable customs, tax, foreign trade, and sanctions regulations (including Dual-use, Embargoes, CITES, sanitary/phyto/veterinary/SOIVRE rules…). The client will ensure that the goods and their packaging are lawful in the country of origin, destination, and countries where a necessary stopover must be made, being responsible for any blockages and rejections undertaken by the competent authorities or bodies of said countries, as well as for direct or indirect damages arising from the aforementioned lack of legality, holding OPER TRAIMER harmless from possible embargoes, sanctions, surcharges, proceedings, and any consequences it may have had to bear.
2.5 If OPER TRAIMER or the actual carriers and other service providers and/or control authorities/agencies detect that the goods, their documentation, or their packaging do not comply or only partially comply with the necessary legality requirements (fitness for consumption, market entry, etc.), they will be authorized to unload, move, handle, destroy, neutralize, and store the goods, without any compensation to the Client. The Client must, in such cases, reimburse all costs incurred due to such procedures (including but not limited to demurrage and detention, storage, embargoes, penalties) and indemnify for possible damages (including, if necessary, legal and defense costs).
2.6. Excluded goods. In any case, the following goods are excluded from OPER TRAIMER’s services, except for exceptional services authorized by official bodies, logistics, and customs: live animals, fine glassware, precious metals, coins or banknotes, lottery tickets, pools, jewelry, precious stones, genuine pearls, securities and title documents, public deeds, works of art or artistic value, collections, explosives, radioactive products, drugs (except pharmaceutical products), construction materials in powder or bulk, with OPER TRAIMER being excluded from any liability in this regard.
2.7 The Client or the shipper designated by them at the loading point 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 (maritime container, refrigeration elements, loading platform, flexitank, tanker, etc.) are in optimal condition for loading, unloading, and transport, 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 damages (apparent or not), the Client or the shipper designated by them must stop the loading process and inform OPER TRAIMER of the existence of damages, defects, or breakdowns for the purpose of replacing them or making the corresponding reservations with the suppliers and/or owners of the unit/equipment. The absence of a reservation or observation made at the proper time will imply the Client’s acceptance of the optimal condition of the container/unit, which will exempt OPER TRAIMER from any responsibility in this regard. The Client must inspect the MGW of the CSC plate and confirm that it is suitable for shipment and destination, being entitled to reject at that moment any equipment deemed unsuitable for the scheduled shipment.
2.8 The means of transport and/or equipment used will be those expressly requested by the Client in each case. If not indicated, it will be adjusted to the information and data related to the cargo provided by the client. For container loads, a ‘Dry’ or ‘Reefer’ container will be requested depending on the type of goods, it being understood that a ‘Dry’ equipment should be used in cases where the client does not specify otherwise. Only if the client, their agents, representatives, or shippers designated by them, request in writing that they desire special equipment (e.g., ‘FOOD GRADE’), will this type of special container be positioned for them.
3.- DOCUMENTATION.
3.1. Every shipment must be accompanied by the necessary documentation for proper execution of transport and delivery, which will be provided by the Client or the person/entity designated by them, including (in cases of shipments originating from or destined for non-EU countries); commercial invoices, cargo inventory, certificates of origin, and other documents necessary to carry out Customs Clearance, provided that such Clearance (submission of declaration or assignment of regime) has been contracted and even if they are samples of no value.
Similarly, the Client will be responsible for providing OPER TRAIMER with all necessary documentation to comply with the various border controls and inspections by different local agencies and authorities.
3.2 It is the Client’s obligation to be aware of the documentation and requirements for their cargo before initiating any shipment, and to provide OPER TRAIMER with all documents and inform of any aspects that should be known about the content of the documents for the proper provision of the service. The Client declares the accuracy, sufficiency, truthfulness, and integrity of the documents and information provided. OPER TRAIMER will not be liable for damages resulting from incorrect, inaccurate, insufficient, or false information, documentation, or labeling.
3.3 The Client must communicate with sufficient anticipation the transport documents required for each operation, providing precise instructions on the type of document or title and the chosen method for its transmission, which will be respected by OPER TRAIMER whenever its issuance is possible, the latter reserving the right to decide on the issuance. The client must review, if applicable, any drafts or forms made available to them. In any case, OPER TRAIMER will not be liable for client errors regarding the determination of the content, form, or issuance period of said documents. OPER TRAIMER will transmit and pass on to the Client the conditions and costs that may be incurred as a result of requesting modifications to original documents from different providers – actual carriers.
3.4. Both the shipping instructions and the delivery note and other documentation, as well as the labels on the packages, must clearly state the name and address of the person or entity designated as the consignee, the place of delivery, and contact information.
3.5 Conditional Shipments (COD) For shipments where delivery to the consignee is conditional on the remittance, by the latter, of a check, accepted bill of exchange, proof of transfer, or similar, this must be indicated in writing to OPER TRAIMER in advance and expressly stated in the shipping instructions, clearly specifying the conditions. OPER TRAIMER reserves the right to accept or reject such shipments. For this service, OPER TRAIMER will invoice the client a agreed percentage of the weight/value of the consignment, as a collection management fee. For import COD shipments, the goods will not be released until the required conditions are met. In any case, OPER TRAIMER will be relieved of all responsibility for the lack of authenticity or validity of the required document, except in cases of bad faith or inexcusable negligence on its part, provided these have been proven.
4.- DELIVERY PERIOD.
The indicated pickup times, transit times, and delivery periods are merely informative and indicative and may be extended due to schedule updates, itinerary changes, administrative or customs procedures, or lack of necessary documentation for the execution of transport. In any case, any period provided at the time of quotation related to the service will be an estimated period according to the average times applicable in the market for the type of transport used and will, in all cases, conform to the estimated periods, schedules, and frequencies handled by the different effective providers and carriers that OPER TRAIMER uses for the actual provision of the engagement. The periods will also be subject to the availability of space and equipment from said providers.
5.- OPER TRAIMER’S LIABILITY.
5.1 The Client accepts that OPER TRAIMER will execute the engagement with scope only over the services that have been subject to request/contract/quotation, with any work not forming part of the request and the quoted service falling outside of OPER TRAIMER’s contractual obligations, unless due to the nature of the service itself, complementary actions necessary for the completion of the main service must be carried out, in which case it will be understood that these actions also form part of the contract.
OPER TRAIMER will not be liable for damages, losses, or breakdowns arising from facts, actions, events, or omissions that occur during the transport phases or parts of the service and/or regarding goods that are not under its control, custody, and decision.
OPER TRAIMER will be exempt from liability and will not be responsible for loss, damage, or delay of goods in the following cases:
5.2 In services consisting of the organization and planning of transport, handling, hauling, and storage, OPER TRAIMER will have the discretionary power to choose the option, route, itinerary, means, transport documents, and equipment, unless the Client has requested a quote that includes such details and/or specific instructions have been issued with precision regarding these elements. In the aforementioned cases, it cannot be understood that OPER TRAIMER commits to the service, unless it expressly accepts. However, OPER TRAIMER will not be responsible for changes that, for reasons beyond its control, shipping companies, airlines, terminals, carriers, crane operators, and other providers (as well as authorities) make once operations/shipments have begun.
OPER TRAIMER will not be responsible for faults or negligence attributable to other parties involved in the logistics chain that have not been subcontracted or do not depend directly or indirectly on its organizational scope. Likewise, no responsibility will be assumed arising from obligations directly assumed by the interested Client, or by the Client with third parties, including public administration bodies. (e.g., when the client is the holder of the seal authorization)
5.3 OPER TRAIMER will not be responsible in cases where shipping companies or airlines or their agents cannot supply equipment in a timely manner that has been duly requested by OPER TRAIMER. If the type of transport requires the use of special equipment, OPER TRAIMER reserves the right to terminate/decline the provision of the service due to insufficient or unavailable means.
5.4 OPER TRAIMER will not be responsible if the goods have been transported by the Client or their representative, or by third parties designated by them. Likewise, it will not be liable for the choice of suppliers or subcontractors by the Client nor for the agreements and conditions established between them. In cases of operations contracted at the origin ports/terminals by the shippers and where the consignment management has been assigned to OPER TRAIMER, the latter will limit itself to representing the Client in documentary and administrative procedures in the consignment, without this entailing the obligation to assume, advance, or guarantee amounts on behalf of the client, being authorized to request an advance or provision for the amounts required for the withdrawal/delivery of the goods.
5.5 OPER TRAIMER will not be liable in cases, circumstances, or during periods of liability other than those contemplated in the applicable regulations, as well as in the International Conventions that are applicable in each case. OPER TRAIMER may benefit to the same extent and with the same scope from all exceptions, exemptions, reservations, and/or rights provided for the carrier/shipowner in said legislation.
5.6 In the absence of a mandatory rule or uniform legislation, liability for loss or damage to goods arising from harmful events will be determined by referring to the specific regulations of the mode of transport in which the damage occurred. If the harmful event cannot be located, in operations involving more than one mode of transport, it will be determined according to the regime provided for the main mode of transport. If the main mode cannot be determined, it will be governed by the provisions of Law 15/2009, of November 11, on the contract of carriage of goods by road. Likewise, protests for losses, damages, or delays in goods will be governed by the rules applicable to the mode of transport in which the delivery of the goods is made or should be made.
5.7 The Client will be responsible for the correct return of the containers or loading units provided, and must respond in case of failure to return them in the condition in which they were made available and within the agreed deadlines.
5.8 In services consisting of mere intermediation or commission, OPER TRAIMER’s liability under the contract will be governed by the Royal Decree of July 24, 1889, publishing the Civil Code (Arts 1709 et seq.) and the Royal Decree of August 22, 1885, publishing the Commercial Code (Arts. 244 et seq.).
5.9 When acting as a Customs Representative, Consultant, or Document Manager, OPER TRAIMER will only be liable for damages caused by its own fault or negligence, which must be proven, but will not be liable in cases where it has followed the Client’s instructions. OPER TRAIMER will be entitled to reimbursement of all amounts it is obliged to advance, settle, or guarantee at the request or requirement of the Customs and Tax Administrations, regardless of the merits or demerits of the administration’s decisions/resolutions and without the legal provisions relating to OPER TRAIMER’s possible joint/subsidiary legal liability being applicable to the contract, provided that the aforementioned amounts arise as a result of acting as a Customs Representative or Manager before the Administration.
6.- LIMITS OF LIABILITY.
6.1 OPER TRAIMER’s liability, unless mandatorily provided otherwise, will in no case exceed the price paid or to be paid for the services subject to the engagement (For national or international transport organization services, the price will be that of the freight/carriage without adding accessory amounts). In any case, the limitation of liability in non-dispositive matters will conform to the limits provided in International Conventions and more specifically, for international air transport, to the Warsaw Convention and the Montreal Protocol; For international maritime transport, to the International Convention of the Hague-Visby Rules; for national maritime transport, to Maritime Navigation Law 14/2014 of July 24 and its developing regulations; For international road transport, the CMR Convention; And for national transport and storage, Law 15/2009 on the contract of carriage of goods by road. All always in their latest version. In matters not provided for by the aforementioned regulations, the Commercial Code, the Civil Code, and complementary regulations will apply.
In any case and for any type of service, OPER TRAIMER’s liability cannot exceed that assumed by the providers it uses for the execution of the services, and it may also benefit from the limitations and cases of exclusion/exemption from liability that these providers have in application of the national rules and international conventions applicable to them.
6.2 OPER TRAIMER’s liability as a Customs Representative will in no case exceed; 2.5 * the amount of fees to be received for Customs management.
6.3 Likewise, OPER TRAIMER’s maximum liability for delay in delivery (only in cases where such liability is expressly established in the applicable regulations), provided that the Client demonstrates that the liability arises directly from OPER TRAIMER’s culpable or negligent acts or omissions, may in no case exceed the amount of the freight agreed in the contract for said service.
6.4 In no case will OPER TRAIMER be liable for loss of profit, consequential, indirect, exemplary, or punitive damages, and specifically will not be liable for interruption of production, business, or sales derived from delay, losses, nor for fines, penalties, claims for losses due to depreciation, study or R expenses, travel, or penalty clauses, fluctuations in currency exchange or the value of goods, increased fees or taxes by Authorities, whatever the cause.
6.5 These limitations will apply to all claims directed against OPER TRAIMER, regardless of whether the claim is based on contractual or non-contractual liability.
6.6 Any clause included in a different document or included in other general conditions, contracts, or any other instruments, which directly or indirectly implies an increase in the quantitative limits established in this section, will be null and void and considered as not having been written.
6.7 Declarations of goods value introduced at the client’s request in the customs declaration, bill of lading, waybill, cargo manifest, delivery note, or any other document (regardless of whether it is issued by OPER TRAIMER, its representatives, or agents) for the purpose of complying with the formalities of the procedure itself (customs clearance, letters of credit, etc.), will not be taken into account for the calculation of liability, as it is a simple independent (and unverified) statement by the Client, and therefore will not affect a possible limitation of liability.
7.- RATES, DUE DATES, AND PAYMENT FOR SERVICES.
7.1 Transport and related and ancillary services contracted with OPER TRAIMER will be invoiced according to the specific rates in force at the time of their execution. These may or may not coincide with the rates in force at the time of the quote request or its acceptance. Any reference to a validity period in an offer will refer to the period during which a specific quote/rate will apply, provided that one of the following dates falls within that period (the criterion to be applied will be indicated in each quote); The date the cargo is made available for transport, the actual loading date on the means of transport, or the departure date. If such a criterion is not determined in the quote, the actual departure date will be understood to be applicable for determining the validity of the quote.
7.2 OPER TRAIMER’s quotes or estimates may change. No quote will be binding on OPER TRAIMER unless OPER TRAIMER expressly agrees to perform a specific service based on a specific quote document.
If there are no known rates (own or, failing that, from the service provider), the contracting will be carried out at the usual or market prices corresponding to the place where it is performed.
7.3 Transport, derived expenses, and related and ancillary services, as well as other services provided by OPER TRAIMER, unless special conditions have been previously agreed with the Client, will be paid in cash and prior to their execution. Unless expressly stated, the prices indicated in the rate do not include applicable taxes.
The Client must respect the maximum payment terms established in Law 3/2004 of December 29 on Measures to Combat Late Payments in Commercial Transactions. (The maximum period for companies to make payments to their suppliers is 60 days).
7.4 The invoice issuance date determines the due date and the start of the user’s obligation to make payment. The only payment methods accepted by OPER TRAIMER are bank transfer, direct debit, and promissory note. According to Law 11/2021, of July 9, on measures to prevent and combat tax fraud, no cash payments of any kind (whether in cash, checks, etc.) will be accepted for operations carried out by businesses or professionals for amounts equal to or greater than 1,000 euros. The contracting party undertakes to provide all necessary identification data, both banking and personal, for the invoicing of the service.
Payment of invoices after the due date will accrue late payment interest in favor of OPER TRAIMER, at 5% p.a. on the unpaid amount. If the user incurs in default, they will be obliged to indemnify OPER TRAIMER for all collection costs incurred due to the user’s default. Non-payment of any amount (including payment after the due date) will entitle OPER TRAIMER to cancel all established agreements and demand payment of all outstanding balances, due and not yet due (rejection/insolvency of the debtor), which will be considered automatically due, payable, and enforceable, enabling the exercise of the right of retention and the delivery of shipments, new or in progress, only against provision of funds.
7.5 The rates apply to regular, non-urgent services. The prices for the latter must be agreed upon and confirmed in writing on a case-by-case basis.
7.6 The Client will be obliged to pay not only the price of the contracted services but also additional expenses (especially demurrage and detention charges incurred due to delay in receiving/withdrawing goods/containers at destination ports), surcharges, or additional charges that arise as a result of facts or circumstances affecting the service, subsequent to the contracting date or, where applicable, the issuance date of the shipping or transport documents. The aforementioned charges will be borne by the Client provided they are duly justified.
7.7 Freight/carriage amounts will accrue at the moment the goods are made available to the actual carrier, regardless of the means involved and where they are payable (prepaid/collect; depending on the terms agreed between the shipper and the consignee). The Client will be obliged to pay OPER TRAIMER without the successful completion of the operation being a condition for this, and regardless of the circumstances affecting/impeding the transport, including, but not limited to, the abandonment of the shipment/goods before its arrival at destination.
7.8 No type of deduction or offsetting of accounts or balances, judicial or extrajudicial, that the client intends to exercise against OPER TRAIMER will be admitted, especially those arising from claims for possible liabilities of OPER TRAIMER in the provision of its services, and this until such claims or concepts are supported, where applicable, by an enforceable/executive title.
7.9 Rates are always based on the generic ratio:
Air transport: 1 m3 = 167 kg
Sea transport: 1 m3 = 1,000 kg
Road transport: 1 m3 = 333 kg
Rounding for air transport is to the nearest kg, for sea transport to the next m3, and for road transport to the next hundred.
8.- CANCELLATIONS.
The early cancellation of the service by the Client once confirmed by OPER TRAIMER will incur a penalty that will not be less than the cancellation costs of the space reservation(s) or booking that OPER TRAIMER had agreed upon or closed with a provider/actual carrier, regardless of whether the operation or transport associated with the service has begun.
9.- SUBCONTRACTING.
OPER TRAIMER will be in a position to subcontract for the execution of the services entrusted by the Client, with freedom and independence in its choice and unless otherwise agreed, to as many Forwarders, Shipping Companies, Airlines, Cargo Agents, Carriers, Online Cargo Agencies, NVOCCs, Terminals, Consignees, Software Companies, Warehouse Keepers, Crane Operators, Customs Representatives, Traders, Brokers, Insurers, Advisors, and Consultants as it may require, all of whom are entities external and independent of OPER TRAIMER.
10.- GOODS INSURANCE.
10.1 Goods travel, are handled, or stored at the Client’s risk and expense, and OPER TRAIMER will not insure them unless prior written instructions are issued by the Client, with the contracting of any insurance being subject to OPER TRAIMER’s confirmation. If confirmed, it will be expressly indicated in the quote. Any coverage will also be subject to prior payment of the corresponding fees/premium to OPER TRAIMER or to whoever is entitled to them.
OPER TRAIMER reserves the right not to accept insurance management in cases where the characteristics of the risk, the countries of origin or destination, geopolitical circumstances, or other diverse reasons exclude the possibility of contracting adequate coverage in the insurance sector.
10.2 In cases where insurance is contracted through OPER TRAIMER and unless otherwise agreed by both parties, OPER TRAIMER will act as an uninsured policyholder, arranging the insurance on behalf of the Client. The Client knows and accepts that a non-subrogation clause will be introduced, whereby the insurers who subrogate to their position once the claim has been paid will not file claims against OPER TRAIMER, and the Client is also obliged to introduce said non-subrogation clause against OPER TRAIMER in cases where the Client insures the goods and/or operation with a third party and at their own expense, and if they fail to do so, they must hold OPER TRAIMER harmless from possible claims received in relation to the insured object.
10.3 It will be understood that any claim related to anything that may be covered by a specific contracted insurance will conform to the limitations of liability established in the various applicable Conventions based on the type of main transport.
10.4 OPER TRAIMER will not be responsible for possible disputes or claims that may arise between the Client and the contracted insurance company as a result of the insurance of the goods. Likewise, the Client will always allow access for experts, surveyors, technicians (and other professionals) designated by OPER TRAIMER or those acting on behalf of a party, to the goods/facilities under the Client’s control.
11.- RIGHT OF RETENTION AND INITIATION OF PROCEEDINGS.
11.1 The goods subject to transport, as well as the circulation documents and other accompanying documents, will be specifically affected (by means of retention and/or pledge) by the responsibility for payment of the transport price, storage, and other complementary or related expenses incurred during their conveyance/deposit, and OPER TRAIMER may withhold their delivery to the extent that such expenses have not been satisfied. Additionally, OPER TRAIMER may assert any other right of retention appearing in issued transport documents or admissible under law.
Unless expressly provided otherwise by law, this right will extend to all goods included in services and/or covered by documents issued by OPER TRAIMER or by its instruction, whether they are in the mediate or immediate possession of a third party or in transit, shipped or not, this right being extensible to all goods, even when they do not correspond to the shipments or operations on the basis of which the Client owes the invoices in question.
Implicit in this right of retention is the movement of goods to facilities controlled by OPER TRAIMER, for their deposit, withdrawal from terminal or dock, emptying or transshipment of containers or loading equipment, and unsealing. It will also include the retention of circulation documentation, certificates, and other documents that enable the movement of the goods. Finally, this right includes OPER TRAIMER’s power to oppose the issuance or modification of the aforementioned documents, provided it is not contrary to the norm.
11.2 The Client’s assets on which a pledge has been constituted, as goods subject to the payment of outstanding amounts, will have a privileged character as a preferential credit for collection in the event the debtor incurs in any insolvency proceeding, being able to suspend the effects of a liquidation/disposal of goods within said insolvency processes or, having proceeded to their disposal, having an action for the restitution of the amounts obtained until covering the credit that OPER TRAIMER holds against the Client. Such goods will be considered assets subject to credits with special privilege with the subsistence of the encumbrance.
11.3 OPER TRAIMER will have the right to initiate any notarial proceedings permitted by law, including, but not limited to, those proceedings provided for in maritime legislation and especially those regulated in Law 14/2014, of July 24, on Maritime Navigation (LNM).
The Client will be responsible for any damage or deterioration suffered by the goods, especially if they are perishable, as a result of the exercise of the right of retention or notarial proceedings. Likewise, any expenses generated as a result of exercising any type of retention will be borne by the Client.
12.- RESERVATIONS AND CLAIMS.
12.1 Unless there is a mandatory rule to the contrary, the Client will lose the right to claim for loss, damage, or delay, unless the corresponding reservations are made in due time and form. In the case of losses, damages, or delays occurring during the material execution of transport, protests and reservations must comply with the deadlines and forms indicated in the current mandatory regulations, as well as with the provisions of the international conventions governing the mode of transport in question.
12.2 Reservations for damages, breakdowns, and/or losses, if apparent, must be recorded by the Client as detailed as possible on the delivery note of the shipment or document issued at the time of delivery/collection and immediately notified to OPER TRAIMER. Generic reservations, such as “crushed packages,” “received subject to inspection,” “received pending review,” etc., will have no legal validity.
12.3 OPER TRAIMER rejects any responsibility for incidents or claims not communicated in due time and form and may require relevant supporting documentation in each case, including the corresponding expert report.
13.- INTELLECTUAL PROPERTY.
OPER TRAIMER’s intellectual property provided, demonstrated, 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 recognized by applicable law (including source codes and information of a similar nature) is fully reserved and protected, confidential, and its property. OPER TRAIMER reserves the right to take any necessary actions to preserve all rights, and the client will not directly or indirectly attempt to disclose, use, recreate, duplicate, decode, alter, change, disassemble, decompile, or reverse engineer any type of Intellectual Property. The Client undertakes to indemnify in case of non-compliance with the foregoing terms.
14.- ADDITIONAL CLAUSES.
14.1 In the event that any clause of these terms and conditions, or a part thereof, is declared null, invalid, or unenforceable, or if any omission of information by OPER TRAIMER is deemed to exist by a Judge or institution with sufficient competence and capacity, the remaining clauses shall remain fully valid and applicable.
14.2 Neither the failure nor the delay of OPER TRAIMER in exercising any right, action, or power shall operate as a waiver. Regardless of the uses and customs of the specific sector in which OPER TRAIMER’s service is integrated into, any manifestation of agreement, acceptance, approval, or consent issued shall not be valid and effective unless made expressly and by a person duly authorized or empowered by OPER TRAIMER. No modification, amendment, termination, waiver, or release of all or part of the Terms and Conditions contained herein or those provided in any transport document, form, or independent condition, shall be effective without the written and specific approval or consent of OPER TRAIMER.
15.- JURISDICTION.
Unless otherwise provided by mandatory rule, for any discrepancies that may arise in the interpretation of contracts and agreements entered into based on these General Terms and Conditions, the parties, expressly waiving their own jurisdiction and domicile, shall submit to the Jurisdiction of the Courts and Tribunals of the city of Valencia (Spain) and shall be governed by Spanish Law.
