General Terms

1. Article 1: General
1.1 These terms and conditions apply to all agreements made with LOADXL B.V. ('LOADXL'). They also apply to the legal relationships preceding and resulting from these agreements. Herein, the contracting party with LOADXL is referred to in the singular as: 'client'..
1.2 By concluding an agreement with or giving an assignment to LOADXL, the client expressly waives any terms and conditions that they may apply, whereby the legal relationship between LOADXL and the client is governed solely by these terms and conditions and the provisions of Article 2 of these general terms and conditions. The applicability of the client's general terms and conditions is expressly rejected.

2. Article 2: Applicable Terms and Order of Precedence
2.1 The provisions in the agreement signed by LOADXL and the client prevail over these general terms. Furthermore, the most recent version of the Dutch Forwarding Conditions (General Conditions of FENEX, the Dutch Organization for Forwarding and Logistics) takes precedence. These FENEX conditions can be consulted and downloaded free of charge from the website https://loadxl.com/algemene-voorwaarden
2.2 Contrary to Article 23, LOADXL is always entitled to bring legal claims before the competent civil court.
2.3 If LOADXL does not always require strict compliance with these general terms and conditions, it does not mean that the provisions of these terms do not apply, or that LOADXL loses the right to demand strict compliance with the provisions of these terms in other cases.
2.4 LOADXL is entitled to change or supplement these general terms and conditions unilaterally. Changes will be communicated 2 weeks before they take effect. The client agrees to be bound by the amended general terms and conditions if they use LOADXL's services after the notification.
2.5 These terms and the other terms mentioned in this article also apply to all agreements for which LOADXL BV needs to involve third parties and/or suppliers for their execution.

3. Article 3: Quotations
3.1 A quotation or provided offer is valid for 5 days after the date unless LOADXL indicates otherwise and/or there are changes within this period making it necessary to increase the price and/or amend the offer.
3.2 The client is responsible for the accuracy and completeness of the information provided to LOADXL. If it turns out later that the information, data, and/or materials are not correct and/or complete, LOADXL BV has the right to adjust the offer. If such inaccuracies come to light during or after the assignment, LOADXL is entitled to increase the charged amount to the rate that would have applied if the price quote or offer had been made on the correct information.
3.3 A combined offer does not oblige LOADXL to perform part of the agreement at a corresponding part of the quoted price.
3.4 If the client makes changes to the originally issued offer, the original offer becomes null and void.
3.5 Simply approving an offer does not constitute an agreement. It is first established in the manner described in Article 4 of these general terms.

4. Article 4: Formation of Agreement
4.1 An agreement is formed by confirmation by LOADXL through a confirmation form/order confirmation. Without such confirmation, the agreement is deemed not to have been formed.
4.2 By sending an order confirmation as referred to in article 4.1, a forwarding agreement is concluded. However, this is a conditional agreement, with the condition being a time lapse of two working days within which LOADXL may refrain from executing the forwarding agreement without stating reasons. Only after this period of two working days does the forwarding agreement become unconditional. Within this period, LOADXL has the option to refuse to execute the agreement without stating reasons and without any obligation to compensate, meaning the agreement is deemed never to have existed.
4.3 Contrary to the provisions of Articles 4.1 and 4.2, a forwarding agreement is created if LOADXL has commenced executing the agreement based on the offer it has made.

5. Article 5: Execution of the Agreement
5.1 Above all, LOADXL acts as a freight forwarder. As a result, LOADXL contracts transportation agreements on behalf, in the name, and for the account of the client with third parties for the (forwarding) agreement with the client. The client is assumed to have authorized LOADXL for this purpose without restriction unless the client has restricted this authorization in writing.
5.2 LOADXL does not perform the actual transport. This is carried out by a carrier. Therefore, LOADXL can never be regarded as a carrier. Not even as a 'paper' or 'subsequent' carrier.
5.3 It is not allowed to mention the name LOADXL BV on the consignment note as LOADXL operates exclusively as a freight forwarder. This is also evidenced by the applicability of the FENEX terms declared applicable in Article 2.1 of these general terms.
5.4 The execution of an agreement takes place based on the circumstances prevailing at the time the agreement is entered into and is dependent on the performance of third parties and the information provided by third parties to LOADXL. Failure by these third parties, whether or not attributable, does not constitute a failure, whether or not attributable, on the part of LOADXL.
5.5 Due to the nature of the services offered, LOADXL is subject to and bound by the rules, guidelines, policies, and technology of third parties. All activities are carried out following the rules and guidelines of the relevant third party. If necessary due to the rules, guidelines, policies, and/or technology of third parties, LOADXL is authorized to modify or adjust its activities.

6. Article 6: Obligations of the Client regarding Shipment
6.1 The client is responsible for presenting the items to be shipped in a correct and proper manner. This includes but is not limited to providing items with correct labeling, packaging, documentation, and the like.
6.2 The client is fully liable for any damage resulting from failure to properly present the cargo. If the cargo is not presented properly, LOADXL is entitled to refuse the cargo. This terminates the agreement between LOADXL and the client, with LOADXL having the right to compensation for damage suffered by it. Such damage is determined in advance at least as the agreed price to be paid by the client to LoadXL, without prejudice to LOADXL's right to claim additional damages.
6.3 Unless expressly agreed otherwise in writing, the client is required to handle the necessary customs formalities. If this is agreed in writing, LOADXL will handle the necessary customs formalities. However, this is expressly done at the client's risk and expense. LOADXL is not liable for damages resulting from imperfections regarding the handling of customs formalities. The client fully indemnifies LOADXL for any fines, levies, and the like imposed on LOADXL.

7. Article 7: Termination, Cancellation, and Dissolution of the Agreement
7.1 LOADXL is entitled to suspend the fulfillment of its obligations under the forwarding agreement, terminate or dissolve the agreement if:
The client does not fully fulfill its obligations under the agreement and/or these general terms;
The client liquidates their business, becomes subject to suspension of payments, bankruptcy, debt restructuring, or any other circumstance by which the client loses free disposal of their assets;
LOADXL, after concluding the agreement, becomes aware of circumstances giving reason to fear that the client cannot fulfill its obligations properly or on time.
7.2 If LOADXL BV proceeds with dissolving the agreement, all its claims are immediately due and payable.

8. Article 8: Prices
8.1 All prices are in euros and exclusive of VAT and additional costs such as customs formalities, import duties, tolls, (kilometer) levies, travel and accommodation costs, etc. If these costs are imposed on LOADXL, they will be charged to the client.
8.2 In the event of delays at the loading or unloading location, which occur outside the control of LOADXL BV or third parties - such as carriers - LOADXL BV is entitled to charge waiting hours. For loading and unloading of partial loads, 1 hour is free for loading and unloading, for complete loads 2 hours are free. Beyond this, LOADXL charges €50.00 per hour commenced. These costs will be specified separately on the invoice.

9. Article 9: Payment and Collection Costs
9.1 Invoices must be paid by bank/giro transfer to an account specified by LOADXL BV.
9.2 Invoices dispatched must be paid by the client within 30 days of the invoice date.
9.3 LOADXL BV is entitled to send its invoices digitally.
9.4 LOADXL BV is entitled to invoice partial deliveries separately.
9.5 The client is not entitled to offset confirmed or unconfirmed counterclaims against what is owed to LOADXL. The client also cannot invoke suspension or apply a discount in any other way.
9.6 In all cases where LOADXL issues or causes issuance of a demand, notice of default, or writ to the client, or in the case of procedures against the client to enforce compliance with the agreement, the client is obliged to cover all resulting reasonable costs, both in- and out-of-court - except for the litigation costs allocated to the landlord by court decision - to LOADXL. The reasonable costs for this are pre-determined between the parties at an amount calculated as follows: 15% of the principal sum with a maximum of €15,000. Article 96 paragraphs 4 and 6 of Book 6 of the Civil Code, including the explicit reference to the maximum reimbursable amount for extrajudicial costs, are thus not applicable between the parties.
9.7 In the event of late payment by the client, LOADXL is entitled to legal commercial interest, increased by 5%.
9.8 If the client defaults in making payments, LOADXL is entitled to suspend its obligations and not to enter into future obligations. This remains so until the client has fully met her obligations, including settling the costs as referred to in Article 9.6 and 9.7 of these general terms.

10. Article 10: Right of Retention and Pledge
10.1 LOADXL has a (created by simply handing over or making available) pledge and a right of retention concerning all goods, documents, and money it holds or will hold for any reason, and for any purpose, for all claims it has against the client or counterparty or their representative or auxiliary person, and/or the owner or otherwise entitled party.
10.2 LOADXL may regard anyone who brings items, documents, or money as described in 10.1 under its power (or that of its subcontractor or auxiliary person) as competent to dispose of them or at least as a representative of the owner or entitled party thereof.
10.3 LOADXL is entitled to inform anyone, and at any time, of its pledge right based on this article as it sees fit.
10.4 LOADXL may also exercise the rights described in this article for what the client or counterparty still owes or will owe in connection with previous assignments of that client or counterparty or their representatives or auxiliaries.
10.5 The above does not affect the statutory rights of suspension.

11. Article 11: Liability
11.1 All services and work are carried out at the risk of the client. LOADXL is not liable for any damage unless the damage is due to intent or gross negligence on the part of LOADXL.
11.2 LOADXL's liability is, in any case, limited to what is stipulated in these general terms and the terms referred to in Article 2.1 of these general terms. LOADXL will never be obliged to pay damages higher than the invoice value of the services and/or work in question.
11.3 LOADXL is never liable for errors arising from work performed by third parties.
11.4 LOADXL is not liable for direct and/or indirect damage.
11.5 LOADXL's liability expires six months after the damage arises. This period is an expiration period, not subject to suspension. Only the initiation of legal proceedings prevents the client's claims from expiring.

12. Article 12: Indemnity
12.1 The client indemnifies LOADXL against any third-party claims suffering damage in connection with the execution of the agreement.
12.2 Should LOADXL be sued by third parties for this reason, the client is obliged to fully support LOADXL both out of court and in court and to immediately do anything expected in such a case. Should the client fail to take adequate measures, LOADXL is entitled, without notice of default, to undertake such measures at its own discretion. All costs and damage incurred by LOADXL and third parties as a result will be entirely at the client's expense and risk.

13. Article 13: Complaints
13.1 A complaint regarding the execution of the agreement, work, services, or invoice must be submitted in writing and motivated to LOADXL by the client within 30 days of discovery, though no later than 30 days after the invoice date.
13.2 If the term in clause 1 has expired, all rights in this matter lapse.
13.3 LOADXL strives to handle a complaint as quickly as possible. LOADXL can involve third parties in investigating a complaint. If it turns out that the complaint is unfounded, LOADXL is entitled to charge the client for the third-party involvement costs. Any claims by the client expire if the client does not sufficiently cooperate in the investigation mentioned in this article.
13.4 If the complaint is justified, LOADXL has the option to adjust the invoice, correct, or redo the work free of charge, or to perform the agreement entirely or partially again.

14. Article 14: Miscellaneous
14.1 All agreements are governed exclusively by Dutch law, even if a client is established or residing abroad.
14.2 The applicability of the Vienna Sales Convention is excluded.
14.3 These terms are set in Dutch; no rights or defenses deviating from the Dutch version can be derived by the client from English or other translations provided.
14.4 All disputes between LOADXL BV and the client will be settled mutually, before being submitted to a competent court.
14.5 All disputes will be presented to the competent court in Almelo, unless the law prescribes otherwise.