Sale conditions

GENERAL TERMS AND CONDITIONS OF TRANSPORT AND SERVICES

GENERAL PROVISIONS

1. Unless otherwise agreed in writing, all services shall be performed in accordance with these terms, which shall legally take precedence over any other terms of the contracting parties, which shall therefore not apply. If any provision is invalid, unlawful or unenforceable under applicable law, it shall be deemed unwritten without affecting the remaining provisions.

2. Unless otherwise provided in these General Terms and Conditions, the applicable general conditions of carriage published by Transport en Logistiek Nederland (TLN) at www.tln.nl shall apply.

3. These conditions apply to all enquiries, offers, quotations, order confirmations and agreements, as well as services provided by Centrum Trans B.V. or third parties engaged by Centrum Trans B.V. in connection with such agreements. By placing an order with Centrum Trans B.V., the customer expressly accepts these conditions.

4. Centrum Trans B.V. reserves the right to amend or supplement these General Terms and Conditions unilaterally and without prior notice. Reselling our loads to third parties or publishing them on freight exchanges or networks without written permission is prohibited. The recipient of the transport order remains fully responsible for it, including any damage, theft or other incident connected with the transport.

Centrum Trans B.V. may block the invoice if the shipment is sold to a third party. The invoice shall remain blocked until all matters relating to the transport have been verified. Centrum Trans B.V. may request proof of payment from the third party to verify that payment has been properly made.

If necessary, Centrum Trans B.V. The carrier must also comply with the legislation governing the supply of workers and provide the necessary evidence when required.

TRANSPORT ORDERS

1. Unless otherwise stated in the specific conditions, all orders shall be carried out by Centrum Trans B.V. or a third party appointed by Centrum Trans B.V.

2. All orders must be placed in writing. Telephone orders shall only be regarded as final once confirmed in writing by the customer.

GENERAL OBLIGATIONS OF THE CUSTOMER

1. The customer warrants that all information provided is complete, correct and accurate. Centrum Trans B.V. does not verify the accuracy, completeness or authenticity of information, instructions or documents supplied by the customer and accepts them in good faith.

2. The carrier undertakes to ensure that its own subcontractors comply with these provisions in relation to their respective employees.

3. The carrier undertakes to ensure that the Al and Ll. documents, where applicable, are sent to Centrum Trans B.V. at its known email address before work begins. The carrier declares that it does not employ illegal workers and undertakes to ensure compliance with this article by its own subcontractors.

4. The employee undertakes not to employ workers under the posted-worker scheme.

5. The carrier shall comply with all applicable Dutch laws and regulations relating to temporary agency work, the supply of labour and the engagement of self-employed persons, and shall ensure that any subcontractors do likewise.

COMPLIANCE WITH LABOUR REGULATIONS (WAADI, WTTA AND COLLECTIVE AGREEMENT)

1. The labour supplier warrants full compliance, when supplying workers, with its obligations under the Dutch Waadi Act, including proper registration in the Trade Register.

2. The labour supplier warrants that supplied workers shall receive remuneration at least equivalent to that required by the collective labour agreement in the freight transport sector (cao Beroepsgoederenvervoer), including all allowances and supplements, in accordance with Article 8 of the Waadi and applicable national and international legislation.

3. The labour supplier declares that it is familiar with the Dutch Wtta Act and warrants that it will comply, before 1 January 2027, with the legal and transitional requirements of the Dutch Labour Supply Market Authority (NAU), and shall hold the legally required authorisation from the enforcement date. If the supplier loses or fails to obtain this authorisation in time, the customer may terminate the agreement immediately and without compensation.

4. Labour supply agreements shall be governed by Dutch law. Where a temporary agency employment agreement exists, the provisions of Article 7:690 of the Dutch Civil Code shall apply.

6. For transport operations within France, carriers shall ensure compliance with all obligations imposed by the Macron Law (Law 2015-990 of 6 August 2015 concerning growth, activity and equal economic opportunities) and its implementing provisions.

7. For Germany, the airline must comply with the provisions of the “Mindeslohngesetz”, while for Italy Legislative Decree No. 136 of 17 July 2016 applies.

8. The customer warrants that all goods have the registrations, permits and authorisations required, where applicable. Centrum Trans B.V. does not accept goods or shipments whose carriage, transhipment, storage or other handling is prohibited by law, excluded by Centrum Trans B.V. or contrary to these conditions.

TRANSPORT AND RELATED ACTIVITIES

1. Transport orders and related activities must include all information required by Centrum Trans B.V. for proper performance, including collection and delivery dates and locations, nature of goods, weight, dimensions, number of packages, ADR details and any particular characteristics such as an asymmetric centre of gravity.

The customer must provide this information no later than 10:00 a.m. on the working day preceding loading. The customer must provide the information to Centrum Trans B.V. by 10:00 a.m. on the working day before loading.

1. The customer warrants that collection and delivery locations, including their premises and access routes, are easily accessible and passable.

2. Centrum Trans B.V. is free to select the means and conditions for performing the order unless it has received express written instructions from the customer beforehand. All shipments are regarded as goods with no special security, transport or temperature requirements and requiring no special vehicles, unless expressly requested by the customer and accepted by Centrum Trans B.V.

3. For air transport, the customer must notify Centrum Trans B.V. beforehand of shipments containing dangerous goods as defined by the IATA Dangerous Goods Regulations, by providing a dangerous goods declaration. The customer is responsible for its accuracy and completeness. Centrum Trans B.V. reserves the right to refuse shipments that do not comply with the provisions of the notification.

4. All delivery and performance times and conditions are indicative. The obligations of Centrum Trans B.V. are best-efforts obligations unless this is incompatible with their nature, otherwise expressly agreed or otherwise required by law.

5. Unless otherwise agreed, goods shall be collected and delivered on working days between 8:00 a.m. and 5:00 p.m. Goods must be made available to Centrum Trans B.V. on time, complete and in proper condition, at the agreed location, time and in the agreed manner.

Goods must be adequately packaged and marked according to their nature so they can withstand normal transport conditions without endangering Centrum Trans B.V. personnel or causing injury or damage to third parties or their property.

The customer warrants that packaging complies with the European guidelines on securing cargo on road vehicles. All goods must be accompanied by the necessary and legally required documents.

6. If goods must be transported within a shorter period than indicated by Centrum Trans B.V., the transport shall be treated as an express shipment and a surcharge based on time and availability shall apply.

7. The application of Articles 24 and 26 of the CMR Convention is expressly excluded for all transport operations.

8. Loading and unloading are always performed by the customer, consignor or consignee. Where these operations are performed by the driver or another person or party acting on behalf of Centrum Trans B.V., they shall also be subject to the provisions of the CMR Convention.

The Convention on the Contract for the International Carriage of Goods by Road dated 19 May 1965, hereinafter the CMR Convention, shall also apply to all other related services provided by Centrum Trans B.V.

If the driver is absent or cannot be present during loading, Centrum Trans B.V. accepts no liability for the quality or quantity of goods, the composition and contents of the shipment or the suitability of its packaging. It shall likewise not be responsible for transhipment or stowage in these circumstances.

9. Risk relating to transported goods passes to Centrum Trans B.V. when the driver signs the consignment note and ends when the goods are delivered to the first receiving point at the consignee's address.

If no representative of the consignee is present, or the delivery site is inaccessible or unsuitable, Centrum Trans B.V. may unload the goods at the first port of entry without requiring a signed consignment note. In such circumstances, the customer bears the risk relating to the goods.

10. In the event of loss or damage, the customer and/or consignee must notify Centrum Trans B.V. in writing of any reservations: upon delivery for visible loss or damage, with the reservation recorded on the consignment note, or within seven days following delivery for concealed loss or damage.

Each reservation must specify the nature of the loss or damage. Any claim for compensation must be submitted to Centrum Trans B.V. within sixty (60) days following completion of the order, failing which the claim shall lapse.

FREIGHT RATES AND TRANSPORT COSTS

1. Rates remain valid until the end of the current calendar year, subject to substantial changes in costs such as fuel, environmental taxes, road taxes and tolls.

2. Quoted prices must be individual and intended to cover all work performed by the carrier in connection with the transport order it has accepted.

3. The price is an all-inclusive price covering fuel surcharges, mileage costs, supplements, tolls and other charges, but excluding VAT. The carrier may not unilaterally impose price revisions on Centrum Trans B.V.; any adjustment must be mutually agreed in writing, including by email.

4. Additional costs must be reported when they arise, by telephone and in writing by post. Following mutual consultation, agreed additional costs shall be paid without establishing any guarantee for similar circumstances in the future.

5. The carrier may not charge supplements for deliveries within a fixed time window or at a previously agreed, individually identifiable time unless otherwise agreed in writing.

6. For fixed-term agreements or framework agreements, among others, the above provisions and agreed prices shall remain valid for one year from the date of the agreement.

7. In the event of disagreement between the parties regarding freight, transport costs and/or other...

8. Freight charges, transport costs and other contractually binding costs and prices, including those specified in loading orders sent by Centrum Trans B.V., may be disputed in writing or by email within 24 hours of receipt of the order.

9. All costs caused by missing information in cases of delayed loading or delivery shall be charged.

LOADING, UNLOADING, TRANSHIPMENT AND WAITING TIMES

1. The carrier must always arrange and honour an appointment for loading and unloading. No compensation for waiting time shall be payable if an appointment is missed.

2. Loading and unloading time is calculated from presentation of the goods to the consignee and includes one hour for partial loads and two hours for full loads. These periods are included in the agreed price. An additional charge shall apply only for each additional hour. Where the carrier is regularly late, Centrum Trans B.V. reserves the right to deviate from this arrangement.

If waiting times occur or are likely to occur at loading or unloading sites, the carrier must inform the relevant persons.

3. Centrum Trans B.V. must be informed immediately. The carrier must notify Centrum Trans B.V. no later than 24 hours after the waiting period begins.

4. Documents stating the first name and surname, together with the corresponding tachograph and CMR records, must be signed by the loading or unloading site, indicating the time.

5. After receiving these documents, Centrum Trans B.V. shall send the asylum application form to the person concerned. The carrier shall receive written confirmation stating the reference number and the amount it may invoice in accordance with the above arrangements.

6. In all cases, compensation for waiting time depends on the carrier's compliance with the contractual conditions agreed between the parties. A carrier in breach of contract cannot claim waiting-time compensation.

7. Waiting times during loading or unloading must be reported immediately to Centrum Trans B.V. by telephone and in writing by email. The carrier must also record these times on the consignment note and by email. Regardless of whether they qualify for compensation, all waiting times must appear on the CMR.

8. Failure to fulfil this threefold notification requirement results in loss of entitlement to waiting-time compensation.

9. These waiting-time rules apply to all shipments unless expressly agreed otherwise in writing.

10. If Centrum Trans B.V. cancels a load on the day before loading, no additional costs will be accepted.

11. The carrier must comply with the rules governing loading and unloading at the relevant facilities and observe safety standards.

12. Loading and transhipment must only take place in facilities offering sufficient space and protection from external influences, including weather conditions and unsafe situations, as indicated in Regulation (EC) No 852/2004.

13. In all cases, the carrier undertakes to present the transported goods for loading.

14. During transhipment and unloading, the carrier shall always conduct a visual inspection, particularly checking pallets and boxes for defects. Where defects are found, the carrier may refuse the boxes and must record the matter on the CMR.

15. The same applies to damaged pallets.

16. In accordance with the statutory rules on load securing, the driver must ensure that the cargo is secured and provide instructions for its distribution.

17. Any carrier complaints or remarks concerning external problems must always be recorded on the CMR and reported in writing by post to Centrum Trans B.V.

18. Centrum Trans B.V. cannot accept complaints or remarks that are not recorded on the CMR consignment note and properly supported by the relevant reservations.

19. Unjustified reservations shall not be considered by Centrum Trans B.V. and shall be treated as non-existent in any subsequent proceedings.

CONDITION OF TRUCKS

1. The carrier undertakes to ensure that trucks used to perform transport orders are suitable for carriage and meet all applicable legal requirements for road transport of food products and the strictest hygiene requirements applicable to the assignment.

2. These requirements include keeping the loading compartment clean and free of dust, windproof and watertight, free of unpleasant odours, mould and pests. The trailer interior must be dry, clean, odourless and free from damage, particularly to the floor.

3. Vehicles must have no holes in the curtains or roof and must have the necessary securing equipment. Curtain-sided vehicles must always be equipped with sideboards.

4. Centrum Trans B.V. reserves the right to inspect carriers' trucks and check compliance with hygiene requirements. Equipment must be cleaned and maintained regularly.

5. Centrum Trans B.V. may reject trucks that fail to meet any hygiene requirement. In that case, the carrier is responsible for replacing the non-compliant vehicle and bearing all related costs.

6. The carrier shall not be entitled to compensation for consequences arising from rejection of a truck by Centrum Trans B.V. or the customer where a breach of hygiene requirements means Centrum Trans B.V. must perform the loading.

7. Where specified in the transport order, the truck must be equipped with a forklift and/or pallet truck.

8. Before loading, the driver must request an accurate temperature measurement at the loading point. The vehicle must always be pre-cooled. Frozen goods require pre-cooling to -20°C.

The driver must have equipment to measure temperature before loading, record the temperature on the CMR and report any deviation to Centrum Trans B.V. A printout must be supplied at the end of the journey. Temperature must be recorded throughout transport as agreed and specified in the order. Deviations must be notified before departure by telephone and in writing by email.

PRODUCT SAFETY

1. The carrier must establish procedures to ensure efficient and safe transport when loading, unloading and carrying contaminated products. All costs of these procedures shall be borne by the carrier.

2. At the first request of Centrum Trans B.V., the carrier must provide an overview of the procedures carried out and their results.

3. During transport, the loading compartment must be capable of being completely secured against access to the cargo.

4. This requirement constitutes an obligation to achieve a specific result.

5. In groupage shipments, the carrier is prohibited from loading goods transported for Centrum Trans B.V. together with ADR products or other dangerous or strongly smelling goods.

6. The term dangerous goods shall be interpreted broadly and is not limited to flammable or explosive products. Goods may be regarded as dangerous where they threaten other goods, even if they pose no danger to the truck itself, including solvents, ADR goods, chemical gases, soaps and cleaning products, anti-corrosion agents, greasy solvents, battery charger oil, wood and glass.

7. Strongly smelling goods include coffee, tobacco, fish and cheese when they produce a strong smell or are not vacuum-packed, as well as perfumes, paints and spoiled goods.

8. Euro pallets and Düsseldorf pallets must always be exchanged by the carrier unless otherwise stated. The correct number must be exchanged or the difference charged at the rate applied by Centrum Trans B.V.

If the correct return does not occur at the unloading site, this must be recorded on the CMR and signed by the person responsible. Otherwise, the carrier assumes full responsibility and may not charge any resulting costs to Centrum Trans B.V.

9. Other instructions shall be specified in the loading order. Centrum Trans B.V. shall also indicate when no exchange agreement exists. A clear pallet receipt must be prepared, signed with the driver's name and bearing the company stamp.

10. Without the pallet receipt mentioned above, Centrum Trans B.V. cannot accept the exchange. Pallets not exchanged at the loading location may only be returned to the original loading address with Centrum Trans B.V.'s agreement.

Return must take place within six months from shipment; otherwise the pallet invoice cannot be credited. Non-exchanged Euro or Düsseldorf pallets shall always be invoiced by Centrum Trans B.V.

If pallets are not handed over during unloading, the carrier must immediately contact Centrum Trans B.V. Where pallets are not exchanged at unloading, the carrier must obtain an original pallet receipt permitting collection within 14 days after unloading, without additional cost to Centrum Trans B.V.

11. Difficulties and problems concerning pallet exchanges must always be reported by telephone to Centrum Trans B.V. and confirmed in writing by email within two days.

12. All issues concerning pallet exchanges must be expressly recorded in the designated section of the CMR. All pallet movements during loading and unloading must be recorded on the CMR.

13. The CMR consignment note must be signed by the carrier, consignee and consignor and sent digitally to Centrum Trans B.V. as soon as possible. If necessary, Centrum Trans B.V. may request the original from the carrier.

14. The carrier is obliged to comply with agreed delivery times and loading and unloading dates, even in cases of difficulty or force majeure.

15. The carrier must immediately inform Centrum Trans B.V., without prior request, of any delay, problem or circumstance affecting the agreed deliveries between the parties, no later than the time of departure.

16. If the consignee refuses all or part of the goods, the carrier must contact Centrum Trans B.V. by telephone as soon as possible and follow its instructions. A written report of the measures taken must be provided promptly.

17. The driver must wear clothing appropriate to the environment and the work performed. When entering storage facilities, the driver must also wear suitable safety shoes, helmet, glasses and, where necessary, a high-visibility vest. All related costs shall be borne by the carrier and may not be charged to Centrum Trans B.V.

ADDITIONAL CONDITIONS OF TRANSPORT

1. All applicable legislation and regulations, including driving and rest-time requirements, must be strictly observed when performing a loading order.

By accepting the transport order, the carrier confirms that it has implemented an alcohol and drugs policy. Operating licences and evidence of compliance with driving times and the alcohol and drugs policy must be available on request.

The vehicle must comply with all EU standards and guidelines and those of the countries through which it travels. It must have all necessary communication equipment, such as a hands-free mobile phone and onboard computer. The driver must hold a driving licence covering at least the vehicle category being driven.

2. Where drivers from non-EU countries are used, the actual carrier must prove that they hold all documents and authorisations legally required to perform the transport. Foreign drivers must carry appropriate photographic identification throughout loading, driving and unloading.

3. During loading, unloading and transhipment, the driver is prohibited from smoking, eating or drinking and must refrain from activities that could endanger their own safety, the safety of those present or the quantity and quality of the transported goods.

4. Unscheduled stops, such as at the driver's home, a restaurant or a shop, are prohibited during loading.

5. Where an unforeseen stop is unavoidable owing to weather, breakdown, accident or other circumstances, Centrum Trans B.V. must be notified immediately. The contact telephone number is always shown in the order header.

6. The carrier undertakes to ensure that vehicles are driven by trained and experienced personnel satisfying all regulatory requirements.

7. Entrusting a vehicle to untrained, inexperienced or non-compliant personnel may constitute a serious breach of contract.

8. If the driver cannot read any official language of the country of origin, transit countries or destination country, the actual carrier must notify Centrum Trans B.V. by email in good time before transport begins and provide the driver's native language.

9. The carrier's personnel shall at all times remain under the carrier's direction, authority and supervision.

10. The carrier remains responsible for its personnel, including compliance with driving and rest times, social and tax legislation, working hours and wages.

11. Centrum Trans B.V. shall never be regarded as the employer of the carrier's personnel, regardless of ownership of the vehicle used.

12. The carrier undertakes to ensure that transport orders are performed by drivers physically capable of completing the assignments agreed between the parties.

13. Euro pallets and Düsseldorf pallets must always be exchanged at loading and unloading.

14. Pallet exchanges must be supported by the appropriate documents. If pallets are not exchanged or documentary evidence is not attached to the invoice, payment cannot be made and the invoice shall be blocked until the matter has been resolved. A formal objection email will be sent.

If the required documents are not received within 14 days of receipt of the complaint, charges of €28 per Euro pallet and €25 per Düsseldorf pallet, plus €30 administration costs, shall apply.

By accepting the transport order, the carrier authorises Centrum Trans B.V. to deduct these amounts from the freight invoice submitted by the carrier.

Waiting-time costs are only payable following written confirmation from Centrum Trans B.V. and submission of the necessary evidence, including a CMR approved and signed by the loading or unloading site. A maximum of €30 per hour applies.

15. Invoices shall be paid 45 days after the end of the month in which they are received. Invoices may be submitted digitally with the required documents, although Centrum Trans B.V. may always request the originals.

16. Any delay or difficulty in fulfilling agreements must be reported to us immediately.

17. From now on, multiple invoices for a single transport order will no longer be accepted. Additional invoices shall be rejected.

18. The transport agreement shall be governed by and interpreted in accordance with Dutch law.

19. All disputes relating to the transport order, its interpretation or its performance shall be submitted exclusively to the competent courts in the Netherlands.

INSURANCE

1. The carrier must maintain liability insurance for the vehicles used and provide proof and relevant certificates to Centrum Trans B.V. on request.

2. For traction services, Centrum Trans B.V. may provide trailers to the carrier for the performance of its orders. The carrier undertakes to make every effort to indemnify or hold Centrum Trans B.V. harmless for damage to such trailers, regardless of whether the vehicle is insured against its own damage, including where the insurer does not provide cover or does not cover the full amount.

3. The carrier also undertakes to compensate losses resulting from the trailer being unavailable to the customer, according to the “indicative table”, unless actual damage exceeds the fixed amounts, in which case actual damage must be compensated.

4. The carrier undertakes to obtain cargo insurance (CMR insurance), subject to prior agreement with Centrum Trans B.V.

ADDITIONAL CONDITIONS OF TRANSPORT

1. The carrier agrees to take out additional insurance with a waiver of recourse for all costs not covered by CMR insurance, including pallet costs and cleaning charges.

2. The carrier undertakes to notify Centrum Trans B.V. immediately of any change in the aforementioned insurance cover and of any damage.

3. Subcontractors. The carrier may not have transport performed by a third party without the express written consent of Centrum Trans B.V., unless the subcontractor is at least bound by the conditions applicable between Centrum Trans B.V. and the carrier. The carrier shall remain jointly and severally liable for everything that occurs.

4. Freight may not be sold to another carrier or transferred without prior written consent.

5. Refusal. If the carrier, truck and/or driver fail to comply with these conditions, it will be impossible to obtain an export permit. Centrum Trans B.V. reserves the right to terminate the cooperation immediately for breach of these General Conditions of Transport.

6. Direct contact with Centrum Trans B.V.'s customers is prohibited. Any breach shall result in immediate termination of the cooperation.

INVOICING

1. The carrier must attach signed and clearly legible delivery documents to its invoice, including cash-on-delivery documents and proof of delivery.

Without signed documents, invoicing is not permitted and the carrier is liable for the value of the goods.

After receiving the documents, Centrum Trans B.V. shall send a pro forma invoice within one week. The carrier must send a corresponding invoice including the pro forma invoice number and amount.

The 45-day payment period begins upon receipt of this invoice. The carrier accepts set-off between its freight invoices and its debts to Centrum Trans B.V. In the event of a dispute, applicable law and the competent courts shall determine the outcome.

2. The carrier and Centrum Trans B.V. agree that these General Terms and Conditions govern all agreements between the parties under Dutch law.

For disputes between the parties, the competent courts of the Netherlands shall have territorial jurisdiction as set out in Article 31 of the CMR Convention. Consult the CMR Convention.

3. Any invalidity of a provision of these General Terms and Conditions shall not invalidate the remaining provisions, which shall remain fully applicable.