Terms and Conditions (EN)

DISCLAIMER:

Please be advised that the English language version of these Terms & Conditions has been translated from the original Spanish version using artificial intelligence technology. This translation is provided for reference purposes only. While every effort has been made to ensure accuracy, the English version may contain discrepancies or differences in interpretation due to the nuances of language translation. Therefore, the Spanish version of the Terms & Conditions shall prevail and be considered the authoritative and binding version. Users are advised to consult the original Spanish document for any legal purposes or in cases where precision and legal authenticity are required.

GENERAL TERMS AND CONDITIONS OF CONTRACT

CLAUSES

  1. Definitions

1.1 In these General Terms and Conditions for Services “the Conditions”:

  1. “Authority(ies)”refers to any legal or administrative person who may exercise public or jurisdictional authority in any country, state, municipality, port, or airport.
  2. “General Average”refers to the intentional damage to a vessel or the goods it carries to prevent greater damage to the vessel or its cargo.
  3. “Charges”includes remuneration for the provision of Services as well as all kinds of freight, costs, fees, expenses, commissions, tariffs, fines, penalties, taxes, surcharges, and/or charges payable to the Company in connection with the Services, according to existing rates (if any) and/or these Conditions.
  4. “Conditions” are these General Terms and Conditions of Contracting Services, which may be modified at any time according to their own terms.
  5. “Company”refers to the legal entity of the Estela Group with whom the Client contracts the provision of Services.
  6. “Client”refers to any Person for whom the Company agrees to provide or arrange a Service and includes owners, shippers, holders of documents, consignees, receivers of the Goods, as well as any Person entitled to or in possession of the Goods or anyone acting on behalf of or representation of that Person.
  7. “Contract”collectively means the Specific Conditions and/or Transport Document, the General Conditions specific to the Service in question, if applicable, and these General Conditions which, together, will be considered a contract for the provision of Services or supply of Products.
  8. “SDR”(Special Drawing Rights). SDR is defined by the International Monetary Fund, and its value in relation to any claim that may arise is calculated as of the date of the agreement or judgement.
  9. “Transport Document”refers to a “bill of lading” (negotiable or not), “consignment note”, “air waybill”, “supply request”, delivery note, or similar transport documents (whether issued on paper or in electronic format) issued by the Company or on its behalf, that will comply with national laws and applicable international conventions, and whose clauses will apply between the Company and the Client.
  10. “FCL” means “full container load.”
  11. “Force Majeure”means all foreseeable or unforeseeable events that, being beyond the control of the parties, cannot be avoided using reasonable means and have a direct effect on the execution of said party, preventing or hindering beyond reasonable compliance with the obligations arising from these General Conditions. This concept expressly excludes the payment obligations of the Client. For these purposes, the following are considered causes of Force Majeure, without limitation:

(i) war, rebellion, revolution, insurrection, usurpation of power, or confiscation, nationalisation or requisition by or under the orders of a Government or a public or local Authority, hostilities, riots, blockades, disturbances, uprising and civil disorders, strikes, roadblocks, labour or employment disputes, employer lockouts, epidemics, lockdowns,

(ii) fires, storms, floods, ice, sea hazards, or other natural events;

(iii) prohibition of import, export, or transit, or any other executive or legislative action of any government of the country of origin or within the territory where the raw materials are to be supplied; and

(iv) total or partial breakdown of supply means, transport problems affecting the provision of the Service and/or product to be supplied or its raw materials, as well as cuts, accidents, failures, or interruption in the supply of energy to the Company and/or the Subcontractor or other causes or circumstances that aggravate any existing difficulty at the time of the Contract and that prevent the possibility of supply or provision of the Service.

  1. “Estela Group”means SHIPPING PALMA S.A., [OTHER COMPANIES].
  2. “Information”means data, messages, notices, and/or information (including electronic data) in any of its forms.
  3. “Instruction(s)”refers to the list of specific requirements from the Client or Authorities and/or any other Person authorised to give them.
  4. “LCL”means a container containing less than the entirety of the load (less-than-container load).
  5. “Goods”refers to the whole or part of the cargo accepted by the Client and includes Dangerous Goods and other transport Units not supplied by the Company or on its behalf, as well as fuel, with respect to which the Company provides its Services.
  6. “Dangerous Goods”refers to goods that are or may become dangerous, harmful, noxious (including radioactive materials), flammable, explosive, or that may or may be capable of damaging any goods or people.
  7. “OT/FR/OOG” means, respectively, open-top container, flat rack container without walls or roof, and out-of-gauge cargo.
  8. “Person” includes individuals, legal entities, or other legal entities.
  9. “Service/s”refers to all or part of any physical, management, agency, and/or commercial process and/or activities of any kind performed by the Company with respect to the Client and/or in relation to the Goods, including, among others, forwarding and

 

 transport organising services, carrier by sea, air, and land, consignee, customs agent, stevedore, cargo, deposit, storage, bunkering (fuel and lubricant supply), chartering, ship and yacht agents, maritime consultant, or any other operation or service related to the above.

  1. “Information System”refers to any computer hardware or software, web pages, portals, communication lines, and information processing technologies operated and/or used by the Company, the Client, or third parties employed in connection with the Services (includes any system that sends or receives Information or is otherwise used for the exchange of the same).
  2. “Subcontractor”includes ship operators and owners (other than the Company), stevedores, terminal and groupage operators, road, rail, or air transport agents, forwarders, and any other supplier, independent contractor, and agents employed by the Company to provide the Services and any direct or indirect subcontractor, employee, and agent thereof, regardless of the contractual relationship that may exist between the two parties.
  3. “Carrier”means the company specified in the Transport Document as the carrier and in whose name the Transport Document has been signed, together with the Company, if it does not act as principal.
  4. “Transport Unit”refers to any packaging, pallet, container, platform container, platform, trailer, transportable tank, or other elements used or related to the transport of Goods by land, sea, or air.
  5. “Vehicle”refers to any vehicle, including trucks, trailers, or cars.

1.2 The titles that name the different clauses or groups of clauses have a merely indicative value and do not affect the interpretation of these Conditions.

1.3 If any clause or part of it is considered null or inapplicable, the rest of the Conditions and the clause would remain unaltered.

1.4 Terms in the singular include the plural and vice versa (unless the context requires otherwise).

1.5 Any enumeration of terms after the word “including” will be interpreted without limitations as to the generality of the preceding words.

 

  1. Scope of Application

2.1 All Services provided by any Company of the Estela Group are subject to these Conditions. By contracting with the Company, the Client accepts that these Conditions apply to any request for Service provision, and to the Service itself, transmitted either verbally, by telex/fax, email, or other means, even when no specific reference is made to them. The legal liability limitations defined in these Conditions will also apply to all claims, whether civil, commercial, criminal, judicial, extrajudicial, contractual, extra-contractual, or of any other nature. The Client also undertakes to communicate to third parties who may have contracted with them the existence, validity, and acceptance of these Conditions. The provisions of clause 4 will apply only to the extent that the Company provides any of the Services as a principal. The provisions of clause 5 will apply only to the extent that the Company provides any of the Services as an agent and/or advisor. The remaining clauses will apply to all Services, regardless of the Company’s legal capacity.

 

2.2 If the Company and the Client have signed a specially negotiated separate contract (hereinafter “the Specific Conditions”), such as an accepted order, these Conditions will still apply, but the Specific Conditions will take precedence in case of discrepancies between their terms and these Conditions.

 

2.3 In the case that the Client uses or accesses any Information System operated by the Company, the Company’s terms of use, if any (published in the Information System itself or available upon request from the Company), will prevail over these Conditions in case of discrepancies between their stipulations and these Conditions.

 

2.4 In the case of the issuance of a Transport Document by the Company or in its name, under which it acts as a carrier, the provisions stipulated or incorporated in the Transport Document (if any) will prevail in case of discrepancies between them and these Conditions.

 

2.5 If there are specific general conditions for the contracted Service, these Conditions will still apply, but those will prevail in case of discrepancies between their terms and these Conditions.

2.6 For clarification purposes, the order of precedence will be as follows: a) Specific Conditions, b) Transport Document, c) terms of use of the Information System if applicable, d) specific general conditions of the Service if applicable, and e) these Conditions.

 

2.7 These Conditions are public and communicated to the Client by postal mail, email, fax, or any other means chosen by the Company, and it is not necessary to communicate them each time a Contract is signed. It will be enough to communicate them once, as they are the same for all operations except written agreement to the contrary. In any case, so that the Client cannot claim lack of communication of the same, in all budgets, quotations, or invoices issued by the Company, it is indicated to the CLIENT that they are subject to these and, in case they are not aware of them, they are informed that they are available at the Company’s offices, on the website http://www.estelashipping.es and in the Registro de Bienes Muebles de Palma de Mallorca in the section “Registro de Condiciones Generales de la Contratación” under the name “Condiciones Generales de la Contratación de Servicios de la Compañía SHIPPING, S.A.”

 

  1. Legal Capacity

3.1 All Services will be provided by the Company as an agent or advisor, except in the following circumstances when it acts as principal:

  1. To the extent that the Company expressly accepts in writing to act as principal;
  2. In the case that the Company provides any of the transportation and cargo Services, but only to the extent that such transportation and cargo Services are carried out by the Company itself or its employees and the Goods are under the custody or actual control of the Company or its employees;
  3. In the case of issuing a Transport Document with respect to any element of the Services, in which it is stipulated that the Company acts as a carrier; or
  4. When a court of competent jurisdiction determines that the Company has acted as principal.

3.2 Notwithstanding the general nature of the provisions of clause 3.1:

  1. The collection by the Company of fixed Charges for any Service will not in itself determine or be proof that the Company acts as an agent or principal in relation to said Service;
  2. The Company acts as an agent when the Company issues a Transport Document between a Person, other than the Company, and the Client, including cases where the Transport Document provides that a member of the Estela Group acts as a carrier; and
  3. The Company acts on behalf of and represents the Client and never as a principal when dealing with the Authorities on behalf of the Client in relation to customs requirements, taxes, licenses, consular documents, certificates of origin or inspection, management documentation, and other similar services.
  4. The Company always and only acts as an agent in the provision of its services as a consignee.
  5. The Company may also act as a mere advisor to the Client, without intervention in the contracting of transport or collateral operations. In this case, the Company will assume the responsibility of its position as advisor, but not those derived from transport contracts or others  that the Client may enter into with third parties.
  6. Services as Principal

4.1 To the extent that the Company contracts as principal, it will have full freedom to provide the Services itself or to subcontract in any terms the entirety or any part of these to any Subcontractor or to any member of the Estela Group (or both). In no case will the Company be obliged to disclose the identity of the Subcontractor nor the agreed prices or costs incurred.

4.2 Unless otherwise agreed in writing, to the extent that the Company contracts as principal, it will have the right, with or without notification to the Client, to provide the Services itself and/or to enter into contracts:

  1. For the transportation of Goods (and the provision of any other Services) by any route, means, or Person;
  2. For the transportation of Goods of any kind, whether in a container or not or under the deck of any ship;
  3. For the storage, packaging, transit, filling, consolidation, deconsolidation, loading, unloading, or handling of Goods by any Person in any place, whether on land or at sea, for any period of time; and
  4. For the transportation of Goods in Transport Units or with other goods of any type;

and perform such acts as the Company deems necessary or inherent in fulfilling its obligations.

  1. Services as Agent

5.1 To the extent that the Company acts as an agent, it will have the express power of the Client to:

  1. Enter into contracts with third parties on behalf of the Client as necessary or desirable to comply with the Client’s Instructions, whether such contracts are subject to the contracting conditions of such third parties or otherwise, including any bill of lading issued by the third parties in question, and the Company will sign said Contract on behalf of and representing the Client exclusively as an agent; and
  2. Carry out the necessary acts to bind the Client to such contracts.

5.2 To the extent that the Company acts as an agent:

  1. It acts only on behalf of the Client for the purpose of closing contracts with the third parties referred to in clause 5.1a) above, so the direct contractual relationship is between the Client and such third parties; and
  2. The Company will not be responsible for the acts and omissions of such third parties.

 

 

  1. Payments on Behalf of the Client

6.1 All payments for the work, services, or goods of third parties ordered by the Client, its shipowner, owner, shipper, employee, or agent, may not be charged to the Company’s account without the Company’s prior written approval. The Company assumes no responsibility, warranty, or obligation regarding the Client’s orders and invoices not authorized by it.

6.2 Any payment that the Company makes on behalf of the Client will accrue a commission of 5% on the amount of the service or good whose payment is advanced by the Company (“fee payment on behalf”)

 

 

  1. Company’s Obligations

The Company will provide the Services with a reasonable degree of care, professionalism, and good judgment.

  1. Client’s Obligations

8.1 The Client and any Person acting on behalf of the Client will provide legal, sufficient, and applicable Instructions.

8.2 The Client guarantees the following:

  1. They are the owner of the Goods or the authorized agent of the Person owning or having the right of possession and/or control of the Goods;
  2. They accept these Conditions not only for themselves but also as the authorized agent of any Person owning or having the right of possession and/or control of the Goods;
  3. The description and details of the Goods, including description, marks, numbers, quantity, weight, and volume, are complete and accurate;
  4. The Goods have been correctly and sufficiently packaged, marked, labeled, filled, and packed and/or palletized, as well as lashed and secured to the container or other Transport Unit, in a manner appropriate for the operations or transactions they may be subjected to and for their own characteristics, unless included in the Services offered and explicitly accepted. The lashing offer will be based on the information provided by the Client for the Quotation;
  5. The Goods do not include any goods listed as restricted on the Company’s website or temporarily prohibited or restricted by the laws or Authorities of the country where the Services might be performed or in class 9 ADR;
  6. In case a Transport Unit is used to transport the Goods:
  7. The Goods are suitable for transport in a Transport Unit;
  8. The Transport Unit is suitable and has no defects, except in cases where it has been supplied by the Company or on its behalf; and

iii. The Transport Unit is sealed from the start of its transport, except in the case that the Company has agreed to seal it on its behalf.

  1. Compliance with Applicable Laws

9.1 The Client guarantees the following:

  1. a) Compliance with all laws, rules, and regulations, including laws relating to export and import and other governmental regulations of any country from, to, or through which the Goods may be transported, ensuring, where applicable, that the receiver of the Goods is a valid importer and possesses all the permits to import them into the territory. Particularly for goods destined for the United States, the Client commits to comply with the customs regulations of said country regarding the declaration of all data related to them and the necessary documents for their importation into said country, for which the Company will not be responsible for infractions committed by the Client. The Client will be responsible for any Charge (including any penalty, storage, fine, or other charges) as well as the legal liability resulting from not having verified this data. The above also applies to “free hand” shipments.
  2. b) The Company does not need to obtain any special permit or license for the transportation of the Goods, nor for their export, import, or handling and, to the extent required by law or regulation, the Client has obtained all necessary licenses or permits for their export, re-export, and/or import.
  3. c) Neither the receipt, delivery, or handling of the Goods nor any payment or other transactions related to them will expose the Company or any member of the Estela Group, the Subcontractors, or any of their employees, agents, banks, insurers, or reinsurers to sanctions, prohibitions, or fines (or risks of sanction, prohibition, or fine) of any kind imposed by any state, country, supranational organization, or international governmental organization or other Authorities;
  4. d) Neither the Client nor any Person with whom the Client trades in relation to the Goods is owned, controlled, or acts on behalf of a Person included in any list of individuals or entities with which it is currently prohibited or restricted to operate under sanctions, prohibitions, or restrictions imposed by any state, country, supranational organization, or international governmental organization or other Authorities, including, among others, the consolidated list of financial sanctions targets of Spain, the European Union, the United Kingdom, or the U.S. Specially Designated Nationals List;
  5. e) The Goods are not intended for use in the design, development, or production of nuclear, chemical, or biological weapons.

9.2 The Client will promptly provide in writing all the necessary information to allow the Company to (i) organize and safely provide the Services for the Client and (ii) comply with all laws, regulations, and conditions applicable to the Goods.

9.3 The Company assumes no responsibility towards the Client or any other person in relation to any loss or expense, including, among others, fines and sanctions as a consequence of the Client’s failure to comply with any applicable laws, rules, regulations, licenses, or export permits.

 

  1. Goods Requiring Special Handling

10.1 Dangerous Goods:

  1. a) Unless otherwise agreed in writing beforehand, the Client will not deliver Dangerous Goods to the Company nor cause it to operate with such goods or handle them.
  2. b) If the Company accepts Dangerous Goods, the Client or whoever acts on their behalf will notify in writing the Company of the nature of such Dangerous Goods before their receipt by the Company. The written notification will include all the necessary information for the Company to comply with its obligations in relation to the Dangerous Goods according to applicable laws, regulations, or requirements (or any combination thereof), including information about the characteristics of the Dangerous Goods, the appropriate manner and method for their storage, handling, and transportation. Dangerous Goods must have a clear distinctive mark on their exterior indicating their nature and characteristics and thus comply with applicable laws, regulations, or requirements. Additional charges may be applied to the handling of Dangerous Goods.
  3. d) Dangerous Goods delivered to the Company in contravention of this clause or which, in the opinion of the Company, pose a risk to other goods, property, life, and health may, at the sole discretion of the Company or any other person under whose custody they may be at the relevant time, be destroyed or otherwise managed without prior notice to the Client, at the Client’s expense and risk and without liability to the Company.
  4. e) In case any of the Goods may likely contaminate or affect other goods or are likely to cause contamination, dirt, and cleaning expenses to remedy it, or may likely house or favor the action of parasites or other pests, they may, without prior notice to the Client, be destroyed or otherwise managed without prior notice to the Client, at the Client’s expense and risk and without liability to the Company.

10.2 Special Goods

  1. The Client undertakes not to deliver Goods for transport that require a controlled temperature or atmosphere, without the following being met prior to the receipt of the Goods by the Company:
  2. The Client has notified in writing their nature and the specific adjustment of temperature and/or atmosphere; and
  3. The Company has accepted in writing to handle such Goods.
  4. In the case of a Transport Unit of controlled temperature and/or atmosphere filled or loaded by the Client or on their behalf, they also commit to the following:
  5. The Transport Unit and the Goods have been properly pre-cooled, pre-heated, or otherwise suitably prepared;
  6. The Goods have been properly filled or loaded within the Transport Unit; and

iii. The thermostatic or other controls of the Transport Unit have been suitably adjusted and checked by the Client or on their behalf.

  1. c) In maritime transport, the limitations referred to in the following clause 23.1 will also apply.

In case of non-compliance with the aforementioned requirements, the Company will not be responsible for any damage or loss that may be caused to the Goods for this reason.

 

  1. Special Instructions. Delivery Time. Value of Goods

11.1 Unless otherwise agreed in writing, the Company will execute the Services and other instructions and arrange the transportation, handling, hauling, and storage of the entrusted cargo or contracted Service at its discretion, without prejudice to what is established in clause 23.

11.2 Unless otherwise agreed in writing, the Company does not commit to the Goods or any documentation leaving, arriving, or being available on any specific date or following a particular route.

11.3 If a delivery time has been agreed upon in writing, it may be reasonably extended if reasons beyond the will and control of the Company prevent the fulfillment of the Service, especially due to suppliers, transport issues, if the Client changes the original service or is delayed in their contractual obligations. The Company will also not be responsible for Charges that the Client must bear due to delays in docking their ship for reasons beyond their control.

11.4 Instructions regarding the delivery of the Goods against payment or delivery of a specific document must be in writing and are subject to prior written approval by the Company.

11.5 The Company will not be obligated to make any declaration concerning statutes, conventions, or contracts regarding the nature or value of the Goods or any special interest in their delivery unless there are specific instructions to that effect and these have been accepted in writing by the Company.

 

  1. Cargo Insurance

12.1 The Company will not provide cargo insurance solutions to the Client unless agreed in writing, in which case it will not be obligated to process separate insurance for the Goods but may declare them on an open or general policy with the Client.

12.2 If the Client requests separate insurance for the Goods and the Company agrees in writing to process such insurance, this will result in a separate insurance contract between the Client and the insurers, subject to the conditions and exceptions stipulated in the policy itself. To the extent that the Company agrees to process such separate insurance, it will act only as an agent for the Client.

12.3 The terms and conditions of the insurance will be those set in the contracted insurance policy, which will be available to the Client upon their express request.

12.4 The Company will not be responsible for the acts, omissions, or decisions of the insurers of any open or general policies or separate contracts; in case the insurers dispute liability for settling a claim for any reason, the Client may not proceed against the Company.

 

  1. Reception and Delivery

13.1 In the case that Goods, Transport Units, or Vehicles must be delivered at the Company’s or a Subcontractor’s premises, they will not be considered received by the Company until the person in charge of the delivery has informed the Company’s or Subcontractor’s office or reception area of the delivery and the Company or Subcontractor has expressly accepted to receive the Goods, Transport Units, or Vehicles.

13.2 The Company or the Subcontractor may refuse to receive or unload the Goods, Transport Units, or Vehicles at their discretion in case there is a reasonable cause to proceed in this way, including if the Company or the Subcontractor are not satisfied that the withdrawal of such Goods, Transport Units, or Vehicles has been organized or will be organized.

13.3 Upon delivery of the transported or stored Goods, the Client or receiver must verify the conditions in which they are received, as well as the quantity, number, and weight of the delivered packages. In case of finding any defect or damage to the Goods or loss of any piece/package, it must be recorded at the time of delivery in the Transport Document, the defect/damage, or loss found. In the case that any irregularity, damage, or loss of Goods cannot be detected at the time of delivery, the receiver must make their reservations in writing within 24 hours following the delivery of the Goods, or in the terms and conditions indicated in the Transport Document or applicable legislation, all in accordance with what is established in the following clause 21.

 

General Indemnities

14.1 The Client must defend, indemnify, and exonerate the Company, the Subcontractors, and the members of the Estela Group against all liability, damages, costs (including investigation and defense costs against any claim), expenses, repairs, and fines of any kind and regardless of how they have been assumed, invoked or suffered, arising from:

  1. a) The nature of the Goods themselves, except for those caused by the Company’s negligence;
  2. b) The Company acting according to the Client’s Instructions;
  3. c) Breach of any warranties or obligations assumed by the Client under these Conditions;
  4. d) Negligence of the Client;
  5. e) Duties, taxes, levies, fees, deposits, and any other outlay imposed by any Authority in relation to the Goods and/or the Transport Unit, as well as for all liability, payment, fine, cost, expense, loss, and damage that the Company may face for these reasons, unless caused by the Company’s negligence;
  6. f) The Company incurring any liability exceeding its responsibility under the provisions of these Conditions, regardless of whether such liability arises from a breach of contract, negligence, willful act, or breach of duty by the Company, its agents, employees, or Subcontractors or is related to the aforementioned;
  7. g) Any  contract entered into according to clause 5, except if it has been caused by the Company’s negligence.

14.2 The Client undertakes not to present any claim against any Subcontractor, agent, or employee of the Company nor against any member of the Estela Group, which imposes or implies the assumption of responsibility on their part in relation to the Services and/or the Goods, and in the case that such a claim is effectively made, to indemnify the Company against the economic consequences of the same, including the costs incurred by the Company for this reason.

14.3 Notwithstanding the foregoing, all Subcontractors and members belonging to the Estela Group, along with their respective Subcontractors, employees, advisers, directors, and agents (“Relevant Third Parties”) will benefit from all the provisions of these Conditions, as if they were expressly for their benefit. When entering into a contract for Services, the Company does so (to the extent of such provisions) not only on its behalf but also as an agent and trustee for the Relevant Third Parties.

 

  1. Information and Information System

15.1 The Company provides all Information, in any format and manner:

  1. a) In good faith, although it will not be considered guaranteed, complete, accurate, or timely, and no warranty or commitment will be granted regarding any Information;
  2. b) Only for the Client and they must defend, indemnify, or exonerate the Company from any liability, loss, damage, cost, or expenses arising from the reliance of any Person on such Information.

15.2 Information Systems and Electronic Data Exchange

  1. a) The Client and the Company may cooperate in the exchange of Information through their own Information Systems and may enter into separate written contracts that regulate such cooperation. The provisions of such separate contracts will prevail to the extent that there are discrepancies with these Conditions.
  2. b) Unless expressly agreed otherwise in writing, the Company will not be responsible for losses, damages, costs, or expenses arising from or in connection with the Company:
  3. Entering or sending incorrect Information (or making a mistake in entering or sending it) in the Client’s or third parties’ Information Systems;
  4. Damaging, corrupting, losing, or disclosing Information or the Client’s or third parties’ Information System; or

iii. Using the Client’s or third parties’ Information System in an inadequate or inappropriate manner.

  1. c) Except as set forth in these Conditions, the Company will have no responsibility whatsoever regarding any Information System or Information, regardless of how it arose. Any representation, statement, warranty, or other commitment, whether oral or written, made concerning any Information System or Information that has not been fully reflected in these Conditions (including in the case that such representations or statements were made negligently) are excluded, provided that this clause does not exclude or limit any responsibilities or rights that any party may have in relation to pre-contractual statements made fraudulently. All conditions and warranties of other terms implied by laws or common law are excluded to the fullest extent permitted by law.

 

  1. Quotations and Charges

16.1 Unless otherwise indicated by the Company, quotes, estimates, or indications of Services and Charges given on behalf of the Company (“Quotations”) will be:

  1. Subject to these Conditions and any reservations or conditions indicated or referred to in the Quotation itself;
  2. Normally provided by email for informational purposes only and will not be binding on the Company unless it agrees in writing to provide the Services at the price or amount specified in the Quotation, and the Client accepts it through the same means used for its transmission;
  3. Subject to the right of withdrawal or revision without prior notice before acceptance by the Client; and
  4. Subject to publicity and/or registration requirements according to any law, statute, or regulation.

16.2 All Charges concerning the remuneration of the Services will be agreed upon per Service and Client, or otherwise, they will be contracted according to the rates in force at the time of contracting, and subject to availability of space and variations according to the Carrier’s notifications. They must be considered as net, in the currency agreed between the parties, without any deduction of any kind, except by contrary agreement. They do not include other Charges, such as taxes, departure withholdings, fees or other charges, customs duties, VAT, etc., both general and special, which will be borne by the Client in cash, unless otherwise agreed in writing, taking into account the applicable Incoterms and/or the delivery conditions of the Goods.

 

16.3 The Client will pay the Company all Charges, in cash or by any other agreed means, immediately upon demand, in the currency chosen by the Company, waiving the right to claim for differences in exchange rates, without any deduction or discount for claims, counterclaims, or compensations.

 

16.4 The agreed payment dates must be met by the Client even if transport or delivery is delayed due to reasons beyond the Company’s control. If the Company deems it appropriate due to the Client’s financial position, it may request the guarantees it considers necessary to ensure the proper fulfillment of the Client’s contractual obligations, meanwhile suspending deliveries. In case of an express agreement between the parties to defer contractual obligations, especially collections, delay in compliance will accrue the maximum legal interest.

 

16.5 When the Company is ordered to collect Charges from any Person other than the Client, the Client will be responsible for them as soon as they receive a copy of the proof of claim or non-payment by that other Person upon maturity.

 

16.6 Charges are payable based on the information provided by the Client. If this is incorrect, the Client will be responsible for the correct Charges and for the expenses incurred due to such an error, including inspection, weighing, measuring, or valuation of the Goods.

 

16.7 For all unpaid Charges to the Company, returns, and additional expenses, the Company will be entitled to charge interest: Nevertheless, if the Client is not considered a consumer according to Spanish legislation, the default interest to be applied will be those established in Law 3/2004, which establishes measures to combat late payment in commercial transactions, as well as the collection costs referred to in said Law. If the Client is considered a consumer according to Spanish legislation, a rate of 5% will apply.

 

16.8 Payment of Charges to any party other than the Company will not be considered as payment to the Company and will be made at the Client’s own risk.

 

16.9 No credit is granted to the Client in any case unless the Company expressly accepts it in writing. If credit is granted to the Client under this clause and they fail to meet the terms of such credit, it will be immediately withdrawn.

 

16.10 The Company will be entitled to retain and receive payment for all brokerages, commissions, remunerations, and other rewards that are usually withheld or paid to service providers or carriers.

 

16.11 Opening accounts with clients: the Company may open credit accounts with the Client granting a risk limit and agreeing on appropriate payment methods tailored for them. These conditions will be recorded in a document issued by the Company to be signed by the parties. The Company reserves the right, if it deems appropriate, to modify or cancel such credit account in case of any contractual breach without prior notice and without the need for communication. When the Client’s debtor position exceeds the granted risk limit, the Company is authorized to charge the excess over the granted risk limit to the Client’s account registered in the contract for opening the account. This charge will be considered as an accepted receipt.

 

  1. Freedoms and Rights of the Company

17.1 The Company will be entitled, but under no obligation, to deviate from the Client’s

Instructions in any respect if, in its reasonable opinion, there are good reasons for it in

the Client’s own interest, although it will not be obligated to do so.

17.2 The Company may at any time comply with or cooperate with the orders or

recommendations given by any Authority (including the disposition or delivery of the

Goods and/or the disclosure of Information about the Services). The Company’s

responsibility concerning the Services and/or Goods will cease with the completion of

the Services or the delivery or disposition of the Goods according to such orders,

recommendations, or instructions.

17.3 If at any time, in the opinion of the Company or any Person providing their services

to the Company, the fulfillment of the Company’s obligations may be affected by any

obstacle, risk, delay, difficulty, or disadvantage that cannot be avoided by reasonable

efforts of the Company or such Person, the Company may at its absolute discretion:

  1. consider the fulfillment of its obligations terminated and, therefore, make the Goods or any part of them available to the Client in any place that the Company considers appropriate and safe, at which point the Company’s responsibility concerning the Goods will cease, the Client being from that moment responsible for the additional costs that may be generated in the delivery or storage at the chosen site; or
  2. continue or suspend the fulfillment of its contractual obligations, at its discretion, the Client being responsible for any additional cost, expense, and/or Charge incurred by the Company in proceeding in this way.

17.4 If the Client or another Person on their behalf does not receive delivery of the

Goods or part of them at the time and place where the Company is entitled to request it,

the Company may store the Goods covered or in the open on behalf of and at the

Client’s risk, provided that the Company does what is reasonably possible to inform the

Client of this circumstance. Such storage will constitute delivery of the Goods for all

purposes, and the Company’s responsibility will cease completely at that moment.

 

  1. Disposition of the Goods and Right of Retention

18.1 The Company will have the right to retain all the Goods and any documents related

to them, deposited funds, and any other goods with respect to which the Company

provides services to the Client (“Other Goods”) for all charges (including the Charges)

owed at any time under these conditions or otherwise.

18.2 The Company will also have a general right of retention against the Client on all the

Goods and any documents related to them, deposited funds, and Other Goods for the

total amount owed at any time by the Client to any member of the Estela Group under

any other contracts.

18.3 The Company may exercise its right of retention at any time and place at its sole

discretion, whether it has completed the Services or not and without special notification.

In any case, all rights of retention (a) will survive the deliveries of the Goods and (b) will

extend to cover the cost of exercising its right of retention and recovery of the sums

owed.

18.4 The Client will be responsible for the damage or deterioration suffered by the

Goods, especially if they are perishable, due to the right of retention that the Company or

its agents had to carry out. If the Goods on which it is intended to exercise the right of

retention are lost or destroyed, the Company will have the same rights mentioned above

concerning the compensations that are satisfied by insurance companies, transport

companies, etc.

18.5 To exercise and satisfy the Company’s right of retention, it will have the right, at the

Client’s expense, to sell the aforementioned Goods, related documentation, and Other

Goods by public auction or private agreement, without prior notification to the Client

and without responsibilities towards them.

 

  1. Responsibility of the Company

19.1 The legal responsibility of the Company will be determined and limited according to

the provisions of clauses 19 to 20 unless an international convention or national law

mandatorily applicable to any element of the Services cannot be waived or modified

(“Mandatory Legislation”), in which case the Company’s responsibility concerning such element of the Services will be determined and limited in accordance with the provisions of such Mandatory Legislation.

19.2 In the case of the application of Mandatory Legislation in relation to any element of

the Services, these Conditions, regarding such elements of the Services, will be

understood subject to such Mandatory Legislation, and nothing in them will be

interpreted as a waiver by the Company of any of its rights or exemptions or as an

increase in its responsibilities or obligations under such Mandatory Legislation; likewise, if any part of these Conditions is in any measure incompatible with such Mandatory Legislation, such part will invalidate with respect to such element of the Services only to such extent and no more.

19.3 The legal responsibility of the Company is defined as follows:

  1. As a freight forwarder, transport commissioner, or logistics operator, the Company will be responsible for the organization of transport and will be liable for the breach of its contractual obligations, in the cases and circumstances and only during the period of responsibility provided in the national legislation and applicable International Conventions.
  2. As a warehouse and depositary, the Company will only be responsible for damage to the goods that occur as a result of a breach of its contractual obligations in the cases and circumstances provided in the applicable standards. Its responsibility will begin at the moment the goods are delivered to the Company’s employees and will end when they leave its warehouses for transport.
  3. As a customs agent, the Company will only be liable for damage caused by its own fault or negligence but will not be liable in cases where it has followed the Client’s instructions. Similarly, the Client accepts that they are the taxpayer and that the Company only acts following their instructions.

 

19.4 The extent of its legal liability will be as follows:

  1. The Company will only be liable for material damages caused to the goods, and such liability will not extend to loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, intangible losses or damages (in each case, direct or indirect) or any indirect losses or consequential damages, or loss of income.
  2. Any legal action directed against employees and/or dependents of the

Company, whether permanent or temporary, will only be possible within the

limits and circumstances contemplated in clause 20.

  1. Such limits cannot be exceeded even if legal actions are taken against the Company and its employees and/or dependents, whether permanent or temporary, and whether such actions are taken jointly or separately, the said limit being understood as a maximum total for all involved.
  2. The Company will be responsible for the choice and instructions to the Subcontractors hired as carriers, freight forwarders, warehouse operators, etc., but will be released from any liability if the choice of the agent has been made following the instructions of the Client or their agents, shipper, or any of the interested parties in the goods, as well as when the instructions have been transmitted to the Subcontractors according to orders received from the Client or shipper. In this case, the Company may waive its rights against the Subcontractors by assigning them to the Client/shipper.
  3. In any case, the Company’s liability cannot exceed that of those to whom it resorts for the execution of the services.
  4. Exclusions and Limitations of Liability

20.1 Exclusions of Liability:

20.1.1 Except as provided otherwise in these Conditions, the Company will not be liable for losses or damages arising from:

  1. Acts or omissions of the Client or any Person (other than the Company) acting on its behalf;
  2. Compliance with any Instruction given to the Company;
  3. Insufficiency of the packaging or labeling of the Goods, unless such services have been provided by the Company;
  4. Handling, loading, stowing, or unloading of the Goods by the Client or another Person (other than the Company) acting on its behalf;
  5. Inherent vice of the Goods;
  6. Force Majeure;
  7. Damage caused by nuclear energy;
  8. Theft and piracy;
  9. Any cause that the Company cannot avoid and whose consequences it cannot prevent with the exercise of reasonable diligence.

20.1.2 In cases where, under clause 20.1.1, the Company is exempt from liability for damages or losses caused by one or more of the described causes, events, or facts, the Company will only be liable to the extent that the causes, events, or facts for which it is responsible under these Conditions have contributed to the losses or damages. The burden of proof that the loss or damage has occurred due to one or more specified causes, events, or facts in clause 19.1a) will fall on the Company, provided that when it establishes that according to the circumstances of the case, the loss or damage could be attributed to one or more causes, events, or facts specified in sections c) to e) of clause 20.1.1, it will be assumed that it was. However, the Client will be entitled to prove that the damages or losses were not actually caused in whole or in part by one of the causes, events, or facts listed in clause 20.1.1.

20.2 Limitations of Liability

Concerning claims for losses or damages to the Goods or other properties in the possession of the Client or leased by them (including any Transport Unit, Vehicles, or facilities), and always with the maximum limit of the value of the Goods, the Company will only be liable in the cases and according to the economic limits detailed below:

  1. Domestic land transports of Goods and any other activity not mentioned in the following paragraphs (such as, for example, warehousing or logistics) will be subject to the provisions of the Law of Ordering of Land Transport 16/1987 (LOTT) and subsequent modifications, the Regulation of Ordering of Land Transports and Order FOM/1882/2012, of August 1, on general conditions of contracting of goods transport by road, and other regulations that develop or replace it, and the Company’s liability will amount, if applicable and as a maximum, to the amount of 4.50 Euros per kilogram of gross weight of the damaged or lost Goods unless expressly agreed declaration of value and payment of the corresponding surcharge.
  2. International land transports of Goods will be subject to the Convention on the Contract for the International Carriage of Goods by Road (CMR) of May 19, 1956, and subsequent modifications, and the Company’s liability will amount, if applicable and as a maximum, to the amount of 8.33 SDR per kilogram of gross weight of the damaged or lost goods unless expressly agreed declaration of value and payment of the corresponding surcharge.
  3. National maritime transports of Goods will be subject to Law 14/2014, of July 24, on Maritime Navigation, and the Company’s liability will amount, if applicable and as a maximum, to the amount of 666.67 units of account per package or unit, or two units of account per kilogram of gross weight of the lost or damaged goods, applying the highest of both limits.
  4. International maritime transports of Goods will be subject to the Convention for the Unification of Certain Rules for Bills of Lading – Hague-Visby Rules, and the Company’s liability will amount, if applicable and as a maximum, to the amount of 666.67 SDR per package or 2 SDR per kilogram of gross weight of the damaged or lost goods.
  5. National air transports of Goods will be subject to Spanish law, and the Company’s liability will amount as a maximum to 17 SDR per kilogram of gross weight of the damaged or lost goods.
  6. International air transports of goods will be subject to the Montreal Convention and its successive modifications (according to the protocols in force in Spain), and the Company’s liability will amount, if applicable and as a maximum, to the amount of 17 SDR per kilogram of gross weight of the damaged or lost goods.
  7. Concerning claims for the delivery of the Goods to an incorrect Person or destination, the Company’s liability, regardless of its cause, will not exceed the cost of such transport to the correct destination by the originally contemplated means of transport.
  8. The Company will only be responsible for delays in delivery in cases expressly established in the applicable legal regulations, in which case it will be liable according to the terms determined by those rules, and in no case can it exceed the equivalent of the Charge for remuneration that should be paid under the contract concluded with the Company. The Client understands and accepts that if the Hague and/or Hague Visby Rules are applicable, they do not allow the Company to be responsible for delays and therefore the Company will not be liable in any case for delays. In any case, the Company will not be liable for more than 2.5 times the proportional freight for the delayed Goods and proportional to the section of transport affected by the delay.
  9. When the liability arises from facts or acts that occurred during the execution of the transport, if the Company were to be subrogated in it, in no case can it exceed that assumed by the railway, navigation, air, road transport companies, deposit warehouses, or any intermediary involved in the course of transport, according to national laws and applicable international conventions.
  10. Concerning other claims arising from the Services or the Goods or in relation to them, the Company’s liability, regardless of its cause, will not exceed the lesser amount between the following:
  11. The amount of the Company’s Charges concerning the Services that have

resulted in the claim; and

  1. 50,000 SDR in total per incident or case arising from a common cause.

20.3 In no case will the declaration of the value of the goods in the Transport Document be considered a declaration of “real value” that prevents the Company from limiting its liability. Such declarations of value are mere statements without content, relevance, or value since the Company cannot verify the truthfulness or reality of the value declared by the Client. For the purposes of clause 20.2.1:

  1. The value of the Goods is equal to the “Ex Works” invoice value plus the amount of the freight and insurance, if any, plus any customs duty or tax incurred on the Goods in connection with their transport and not refundable by the Authorities
  2. If there is no “Ex Works” invoice value of the Goods, compensation will be calculated by reference to the value of such Goods at the time and place where delivery is or would have been made according to the Client’s Instructions. The value of the Goods will be set according to the current market price or, if there is no quotation or market price, by reference to the normal value of goods of similar type and quality.
  3. The value of the Client’s properties (apart from the Goods) will be (i) in the case of leasing by the Client, their leasing value or (ii) if owned by the Client, their market value in the place where the damage or loss occurred.

20.4 By special written agreement between the Company and the Client and subject to the payment of additional Charges, such value may be claimed from the Company.

 

20.5 These exclusions and limitations will apply to all claims made against the Company, regardless of whether the claim is based on contractual liability or extra-contractual liability, and whether in the form of a lawsuit, counterclaim, arbitration, friendly claim, or any other.

The Client is advised of the need to obtain adequate insurance coverage on their own if the Client considers that the liability limits established in these Conditions are not sufficient.

 

20.6 Nothing in these Conditions shall exclude or limit the Company’s liability in the case of death or personal injury caused by its negligence, false statement, or any other act or omission for which liability cannot legally be excluded or limited.

 

20.7 Except as provided in these Conditions, the Company shall not be liable for losses or damages to the Goods or delays for any reason (whether due to negligence, willful act, or otherwise).

 

 

  1. Notification of Claim, Prescription

21.1 The Company shall be exempt from all liability unless:

  1. The Company or its authorized agent receives a written claim notification within twenty-four (24) hours from the date specified in subsection (b) below, except in the case where the Client can demonstrate that it was impossible to do so within that period and that the claim was made as soon as it was reasonably possible, and
  2. A claim is filed with the appropriate instances according to clause 27, and the Company receives written notification of it within one (1) year from the date specified in clause 21.2 below.

21.2 For the purposes of clause 21.1, the date to be considered will be:

  1. In the case of loss or damage to the Goods, the date of delivery of the Goods,
  2. In the case of delays or transport of the Goods to an incorrect destination, the expected delivery date (if the Company indicated such a date to the Client),
  3. In any other case, the event that caused the claim.

Any claim that does not comply with what is established in clause 21.1 will be considered finally and absolutely prescribed.

21.3 The Company’s Charges for the provision of transportation and storage Services, including costs and expenses, under no circumstances can be accumulated with other claims.

21.4 In absolutely no case, except for legal provision to the contrary, may the Client withhold amounts owed to the Company, nor use them to make payment for possible or alleged pending compensations.

 

  1. General Average and Salvage

The Client shall defend, indemnify, and hold the Company harmless from all liability with respect to claims in relation to General Average or salvage contributions made by the Company, regardless of whether the Charges have been paid in advance or not. The Client shall provide the guarantees that the Company may require for General Average or salvage contributions promptly and in a form acceptable to the Company.

 

  1. Specialities concerning the provision of Transportation Services

Concerning the provision of Transportation Services, whether as a transport commissioner or as a logistics operator, the following clauses will apply:

23.1 Specialties concerning the provision of Maritime Transportation Services

23.1.1 Export and import in FCL container:

  1. The Client agrees not to deliver Vehicles or Goods consisting of personal effects, removals, material for donations, or pharmaceutical products unless otherwise agreed in writing beforehand. Subject to acceptance depending on the type of Goods. Dangerous Goods subject to Carrier approval.
  2. Storage, customs inspections, delays, occupations, etc., are not included and will be billed to the Client if they occur.
  3. The quoted price includes 2 hours for loading/unloading of the container, after which charges per hour and/or fraction will apply for delays.
  4. In the case of FCL export, the loading/unloading of the container will be the responsibility of the Client or the shipper and consignee of the goods respectively designated by the Client unless it is contracted to the Company.

23.1.2 Export and import in OT/FR/OOG container

  1. Concerning the type of Goods, the provisions of clause 23.1.1)a) above will apply.
  2. The date and time of loading in the case of export must be informed at least 72 hours in advance, always subject to truck availability. This applies to containers confirmed firm, reserved, or repositioned at the Client’s request.
  3. The export transport offer is subject to the weights and dimensions supplied for the Quotation. Any variation will nullify the Quotation. If this causes Charges derived from cancellation/modification of Services, they will be billed to the Client.
  4. The lashing and securing of the Goods will be subject to the captain’s approval at the time of loading on board (for OOG/FR).
  5. All oversized Goods or on Flat Rack will be subject to the review of an expert appointed by the Carrier to verify the navigability of the load. At the Client’s request and cost, it is possible to hire an expert to obtain a lashing certificate, which is not included in the rate. Any damage to the Goods or equipment caused by improper lashing will be charged to the shipper and/or Client.
  6. Rates are subject to space and availability of empty equipment and are valid as indicated; except for freight surcharges that apply according to validity at the time of shipment.
  7. All special equipment is subject to cancellation Charges.
  8. The Carrier reserves the option of deck transport. Under no circumstances will it be responsible for loss or damage to the Goods shipped on deck.
  9. The Client, and/or the shipper/receiver and/or consignees of the Goods designated by the Client will compensate the shipowner/Carrier/ship for any damage or liability arising from the Goods on deck.
  10. Subject to final dimensions and weights. Any variation in the dimensions of the Goods, oversize, or weight will nullify the Quotation.
  11. Subject to final approval by the Shipowner.
  12. Subject to approval by the loading, unloading, and transshipment ports of the feasibility of handling the Goods. To be reconfirmed by the Company before the Booking (firm reservation) is concluded.
  13. In the case of export, the loading/unloading of the container will be the responsibility of the Client or the shipper and consignee of the goods respectively designated by the Client unless it is contracted to the Company.

23.1.3 Export and import in LCL container

  1. Concerning the type of Goods, the provisions of clause 23.1.1)a) above will apply.
  2. Rates valid for general, non-dangerous or restricted Goods, without oversize or overweight and stackable, unless otherwise indicated.
  3. Destination Charges are not included unless otherwise indicated. Also excluded are storage, inspection costs, Courier, and any Charge not indicated.
  4. Transit times and connections are subject to operational changes by the Carriers.
  5. Pickups/deliveries of Goods are considered in groupage service, with the pickup and/or delivery order to be issued by the Client at least 24 hours in advance (on business days). In any other case, the corresponding individualized Quotation must be obtained. Loading onto the truck will be charged to the Client/sender/shipper.
  6. The quoted price includes 1 hour for the pickup and delivery of the Goods, after which Charges per hour and/or fraction will apply for delays.

23.2 Specialties concerning the provision of Air Transportation Services (export and import)

  1. The rates indicated in the Quotation are valid for general, stackable Goods unless mentioned otherwise and are subject to availability at the time of confirmation.
  2. Rates do not include storage, inspection costs, Courier, and any charge not indicated. Nor do they include destination Charges unless otherwise indicated.
  3. Freight Supplements are always valid at the time of shipment.
  4. Opaque Goods in the scanner may need canine inspection. If this incurs expenses, they will be borne by the Client.
  5. Transit times and connections are subject to possible operational changes by the Carriers.
  6. Pickups are considered in groupage service with the order issued 24 hours before loading. In any other case, the corresponding individualized Quotation must be obtained. Loading/unloading onto the truck will be charged to the sender/shipper.

23.3 Specialties concerning the provision of Land Transportation Services

23.3.1 Loading and Unloading Operations

  1. The loading and unloading operations of the Goods on board the vehicles will be at the respective expense of the shipper and the consignee, who will be the only ones responsible for the damages derived from said operations, including but not limited to damages suffered by the Goods caused by inadequate and/or insufficient stowing and lashing.
  2. It is expressly stated that the Carrier and/or its drivers do not carry out loading and unloading operations nor direct them, being exclusively limited, unless otherwise agreed, to driving the means of transport. As a consequence, the shipper and/or the consignee will be jointly responsible to the Company for damages to people and/or Goods and/or vehicles and/or any transport material, as well as for the expenses derived, caused by defects in packaging, stowing, and lashing of the Goods.
  3. The Company and the Carrier lack adequate means to verify the content and match the number and marks and other characteristics of the packages delivered by the shipper or sender, which are recorded according to the information supplied by the shipper or sender, as indicated on the front of the bill of lading.
  4. Neither the Company nor the Carrier will be responsible for damages and/or shortages caused to the Goods loaded in a container, closed package, or other device whose content cannot be reviewed without breaking its packaging, when it has been loaded/filled by the shipper. In such a case, it will be presumed that the delivery is made in accordance.

23.3.2 Charges

  1. Under no circumstances shall it be presumed that transport and/or additional services are free of charge.
  2. Unless expressly agreed otherwise, the obligation to pay the Charge for transport and other expenses will correspond to the Client.
  3. When payment of the transport Charge and expenses has been agreed upon by the consignee, they will assume this obligation at the time of delivery and acceptance of the goods. In any case, the shipper will be jointly responsible with the consignee for the payment of the freight and all related Charges.
  4. Suspension, Breach, and Termination

24.1 Without prejudice to any other rights and remedies, the Company may, by notifying the Client, terminate or suspend the supply or modify the stipulated method of payment of any Contract with immediate effect if:

  1. The Client breaches any of its obligations under any Contract with the Company and does not remedy such breach within 15 days from the written notification of the existence of such breach;
  2. A Change of Control of the Client occurs;
  3. The Client or any guarantor of the Client is to go into liquidation or initiate or submit to any act or procedure similar under any applicable law, such as (a) the agreement of a general assignment for the benefit of creditors by the Client; or (b) entering into any agreement or arrangement with creditors (other than for the purposes of a solvent reconstruction or merger); or (c) the initiation by the Client of proceedings to declare the Client bankrupt, in competition or insolvency, or that seek the protection or compensation of creditors or the dissolution, liquidation, reorganization, reorganization, or adjustment of the Client or its debts (other than for the purposes of a solvent reconstruction or merger), or in order to request an order for the appointment of an administrator, receiver, trustee, or other similar official for the Client or for all or a substantial part of the Client’s assets; or (d) the initiation of any proceedings of the type described in (c) against the Client; or

24.2 A Change of Control for the purposes of these conditions occurs if:

  1. a person acquires Control of the Client when no person previously had Control of the Client; or
  2. the ultimate parent company of the Client ceases to have Control of the Client; or
  3. a person acquires Control of the ultimate parent company of the Client; or
  4. a person not under the Control of the ultimate parent company of the Client acquires Control of the Client.

For the purposes of these General Conditions, Control means, in relation to any company, being the holder and legal beneficiary of no less than 50 percent of the voting rights attached to the issued share capital of that company.

24.3 In the event of termination of the Contract, the Company will retain 100% of the amounts received to date as compensation for damages caused by the Client’s breach.

24.4 Upon termination of the Contract, all claims for payment, whether due or not, refinancing fees, or any other obligation that the Company has towards the Client shall become immediately due and payable.

24.5 Bills of exchange or, failing that, any other formal document of stipulated payments for the payment of the contractual obligations incurred between both companies must be sent to the Company at the time of issuing the invoice. Delay in its delivery is considered by both parties by virtue of the signature of these General contracting conditions as a contractual breach.

24.6 In the case of multiple supplies under the Contract, without prejudice to what is expressly or implicitly established elsewhere in this (but always without prejudice to the other rights of the Company under the law and this contract), the Company may, at its sole discretion, immediately terminate the Contract or immediately suspend supply under the contract until further notice, notifying the Client if the Client does not make the payment owed to the Company under the Contract in full and on time on the due date.

 

  1. Anti-Corruption and Sanctions

25.1 The parties guarantee and mutually obligate each other, in relation to the Contract, to comply with all applicable laws, regulations, norms, decrees and/or orders and official government requirements of the European Union, the United Kingdom, the United States of America, or any other relevant jurisdiction regarding the fight against bribery or money laundering.

Each party declares, guarantees, and accepts that it will not pay, offer, give, nor promise to 25.2 pay or authorize the payment of money or other items of value, directly or indirectly, to:

  1. a Government Official, i.e., a government official or an officer or employee of a government or any department, agency, or body, including any public sector company or a company in which a government has a majority or dominant shareholding; or an officer or employee of an international public organization or any person acting in an official capacity for or on behalf of any government or department, agency, or body of that government or any international public organization, or any political party or official thereof, or any candidate for political office, or any other person, individual, or entity at the suggestion, request, or indication or for the benefit of the persons or entities mentioned.
  2. a director, officer, employee, or agent/representative of a current or potential counterpart, supplier, or client of the Client or the Company; or
  3. any other person, individual, or entity at the suggestion, request, or indication or for the benefit of any of the persons and entities described above, nor will it perform other acts or transactions if it is a violation of or inconsistent with the anti-bribery or money laundering legislation of any government and the applicable legislation in the country implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

25.3 Each party may terminate the Contract, immediately and at any time, by written notification to the other party if, in its reasonable judgment, the other party breaches any of the declarations, guarantees, or promises contained in these General Conditions or in any other part of the Contract.

25.4 If at any time during the execution of this Contract either party becomes aware that the other party has breached the aforementioned guarantee, the complying party must observe the laws and regulations of any government to which such party is subject, and follow any order or instruction that may be given by any regulatory or administrative body with powers to enforce compliance. In the absence of such orders, instructions, laws, or regulations, the complying party may immediately terminate this Contract.

25.5 Regardless of any provision to the contrary in this clause, Clients and Sellers will not be required to do anything that constitutes a violation of the laws and regulations of any State to which either of them is subject.

25.6 Clients and Sellers shall be responsible for indemnifying the other party against any claim, including the return of any payment, loss, damage, cost, or fine that the other party suffers as a result of a breach of the warranty as mentioned above and in accordance with this Contract.

 

  1. Recording, Retention, and Monitoring of Communications

Each party acknowledges to the other party and accepts that the other party may, without prior notice and to the extent permitted by law:

Record and retain electronic transmissions (including telephone conversations, email, and instant messaging between the respective representatives of the parties in relation to the Contract or other business matters between the parties) in central and local databases for legitimate purposes, including, but not exclusively, for use as evidence;

Monitor electronic transmissions through their internal and external networks for security purposes and compliance with applicable laws, regulations, and internal policies for their legitimate business purposes.

 

  1. Miscellaneous

27.1 Incorporation and Modifications

27.1.1 These General Conditions shall be deemed incorporated into any Sales Contract or Service Provision Contract entered into between the Company and the Client from the effective date until the date these General Conditions have been withdrawn by the Company or replaced by modified or new General Conditions as published from time to time on the Company’s website (https://www.estelashipping.es).

27.1.2 The modification of these Conditions shall not affect contracts already completed. In such cases, no modification will be effective unless it is in writing and signed by authorized representatives of the Company and the Client.

 

27.2 Complete Agreement

The Contract is the sole and complete agreement between the parties regarding its subject matter, and supersedes all previous and current written and verbal agreements and covenants regarding such subject matter. In case of discrepancies between these General Conditions and its Annexes and the Particular Conditions, the latter shall prevail.

 

27.3 Incorporation

These General Conditions shall be deemed incorporated into any Sales Contract or Service Provision Contract entered into between the Company and the Client from the effective date until the date these General Conditions have been withdrawn by the Company or replaced by modified or new General Conditions as published from time to time on the Company’s website (https://www.estelashipping.es).

 

27.4 Notifications

27.4.1 All notifications, modifications, and communications by the Company to the Client shall be considered effective for all purposes when made by sending mail to the address indicated by the Parties (or, failing that, to the registered office), or by email to the usual addresses used between them. For these purposes, the Client states that all the information provided by him is true and correct and commits to informing the Company of all changes relating to his address, billing information, and all kinds of information necessary for the management and maintenance of the contractual relationship between the Company and the Client. Such notification shall be deemed received on the next business day following the day of sending.

 

27.5 No Waiver

The fact that one of the parties does not enforce any of the provisions of any Commitment at any time shall not be interpreted as a waiver of such provision unless that party expressly notifies it in writing stating that it is a waiver. No waiver of any breach of a Commitment shall be considered a waiver of any other breach or a continuous waiver of any breach of a Commitment.

 

27.6 Waiver of Immunity

The Client expressly and irrevocably waives and agrees not to assert as a defense in any action or procedure that may be initiated or brought against him or his income and/or assets in connection with any Contract, to the extent permitted by applicable law, with respect to the Client and or his income and/or assets (regardless of their use or intended use), any immunity based on sovereign immunity or similar grounds when the Client is a state or governmental entity owned or controlled by the government –whether entirely or partly or otherwise– whose status entitles the Client to assert or allege the defense of sovereign immunity in any proceeding against him arising from:

  1. a) A lawsuit;
  2. b) The jurisdiction of any court;
  3. c) Compensation by means of a judicial order or specific execution order or for the recovery of property;
  4. d) The attachment of the Client’s assets (whether before or after judgment); and
  5. e) The execution or enforcement of any judgment in which the Client or his income or assets could be authorized in any proceedings before the courts of any jurisdiction, and irrevocably agrees, to the extent permitted by applicable law, that he will not claim such immunity in any proceeding.

27.7 Partial Validity

If any provision of this Contract is or becomes or is deemed illegal, invalid, or unenforceable in any sense under any law or jurisdiction, the provision shall be deemed modified to the extent necessary to avoid such illegality, invalidity, or unenforceability, or, if this is not possible, the provision shall be deemed deleted from this Contract to the extent of such illegality, invalidity, or unenforceability, and the remaining provisions shall continue in force and shall not be affected in any way by it.

 

27.8 Third-Party Rights

The Contract is entered into for the sole benefit of the parties and their respective successors and authorized assignees and nothing in it is intended expressly or implicitly to grant any other Person or entity any right, benefit, or remedy under the law or in equity under this Contract.

 

27.9 Assignment and Succession

27.9.1

Any Sales Contract or Commitment shall inure to the benefit of and be binding on the parties and their respective successors and assignees. The Client shall not assign or encumber all or any part of the benefit of, or any right or benefit under any Contract without the prior written consent of the Company, consent that shall not be unreasonably withheld or delayed. Specifically, if the Client acts as part of a chain of contracts or as a company of a group of companies, the Client declares and guarantees to the Company that it has the direct right to receive payment from the ultimate owner of the Client or, if applicable, from the owner of the vessel, in case of non-payment by any other party in the chain of contracts or group of companies.

27.9.2 The Client assures, declares, and guarantees to the Company that no balance of any of the parties in the chain of contracts or group of companies will be assigned or encumbered in any way if the Company has not received full payment.

27.9.3 The Company may, at any time, assign all or part of the benefit of, or its rights or benefits under any Contract.

27.9.4 The Company may, at any time, subcontract or enter into any agreement whereby another person fulfills any or all of its obligations under a Contract.

27.9.5 The Client shall not assign all or part of the ordered supply to a third party without the prior written consent of the Company. Such consent shall not be unreasonably withheld by the Company when the Client as assignor and the third party as assignee remain jointly responsible for the fulfillment of all contractual obligations.

 

27.10 Confidentiality

27.10.1 The parties shall treat as confidential all information obtained as a result of entering into or performing any Commitment that relates to:

  1. a) the subject of this contract; or
  2. b) the other party.

27.10.2 The parties shall:

  1. Not disclose such confidential information to any person except their directors or employees who need to know such information to perform their duties;
  2. Not use such confidential information except for the purpose of fulfilling their obligations under any Contract; and
  3. Ensure that any person to whom such confidential information is disclosed complies with the restrictions included in this clause as if such person were a party to any Contract.

27.10.3 Notwithstanding the other provisions of this clause, either party may disclose any confidential information:

  1. if and to the extent required by law or for any judicial proceeding;
  2. to a Supply Company;
  3. to its affiliates, professional advisors, auditors, and bankers;
  4. if and to the extent that the information is in the public domain through no fault of such party; or
  5. if, and to the extent that the other party has given its prior written consent to the disclosure, consent that shall not be unreasonably withheld.

Any information disclosed under paragraph a) of this subsection shall only be disclosed after notification to the other party and ensure that any person to whom such confidential information is disclosed complies with the restrictions included in this clause as if such person were a party to any Contract.

27.10.4 The restrictions contained in this subsection shall continue to apply after the termination of any Commitment.

27.11 Independence

27.11.1 Nothing in a Contract and no action taken by the parties under it shall be construed as a partnership, association, joint venture, or other cooperative entity between the parties.

27.12 Data Protection

27.12.1 The Client is informed that the processing of his personal data is legitimized based on the execution of this contract and legitimate interest and for the following purposes:

  1. Formalization and execution of the Services and/or sale of Products.
  2. Management derived from the provision of the Services and/or sale of Products.
  3. Request for economic data for compliance with obligations derived from the Money Laundering Prevention Law.
  4. Send commercial information, including by electronic means, about our Services and Products.

27.12.2 Personal data will be kept as long as the contractual relationship remains in force and, once the period has elapsed, will be blocked for a period of ten (10) years to attend to possible contractual responsibilities.

27.12.3 Your personal data will be processed by [•] as proxies and data processors, for the management of this sale and/or lease of services. They may also be transferred to entities necessary for the provision of the Services and/or sale of the Products.

27.12.4 The Client may object to the sending of our commercial shipments and exercise their rights of access, rectification, deletion, opposition, or other rights recognized in the applicable regulations, by addressing the data in the heading of the contract indicated, providing a copy of their CIF/DNI/NIE or passport and indicating the specific treatment on which they want to exercise their rights or in the email [•]. In case of disagreements regarding the processing of your data, you can file a complaint with the Data Protection Authority (www.agpd.es).

27.13 Jurisdiction and Applicable Law

27.13.1 These Conditions and any related act or contract or to which they apply shall be governed and interpreted in accordance with the applicable International Convention where applicable and Spanish law, without prejudice to the existence of other Mandatory Legislation.

27.13.2 The Client and the Company agree that any claim or dispute arising from or in relation to these Conditions shall be filed exclusively before the courts of the city where the Company’s registered office is located, without prejudice to the possibility of resorting to other jurisdictions as established in the International Convention that is applicable, or in case the Client is considered a consumer in accordance with Spanish legislation. The Client and the Company hereby accept the jurisdiction of such courts, waiving any other forum that may be applicable.