VZP

General Terms and Conditions of Freight Forwarding of AXEN Logistics s. r. o.

Article 1

Introductory Provisions

These General Terms and Conditions of Forwarding (hereinafter referred to as the „GTC“) of the company
AXEN Logistics s. r. o.
, with its registered office at Súľovská 5808/21, 040 11 Košice – Západ district, Company Registration Number: 46 027 289, registered in the Commercial Register of the Košice Municipal Court, Section: Sro, file no.: 27357/V (hereinafter referred to as the „Freight Forwarder“) are drawn up in accordance with Section 273(1) of Act No. 513/1991 Coll. of the Commercial Code, as amended (hereinafter referred to as the „Commercial Code“), and set out in detail the rights and obligations of the contracting parties when concluding and performing a freight forwarding contract pursuant to Section 601 et seq. of the Commercial Code (hereinafter referred to as the „Contract“), as well as in the provision of other services in connection with the arrangement of the carriage of a consignment for the customer of the Freight Forwarder’s services (hereinafter referred to as the „Principal“). These General Terms and Conditions form an integral part of every Contract concluded between the Freight Forwarder and the Principal, unless the contracting parties agree otherwise in writing.
Legal relationships not expressly governed by the Contract, these General Terms and Conditions, the mandatory provisions of the relevant generally binding legal regulations shall be governed mutatis mutandis by the General Forwarding Conditions of the Logistics and Forwarding Association of the Slovak Republic, as amended on 13 November 2019 (hereinafter referred to as the „GFC ZLZ SR“) to the extent that they do not conflict with these GTC and the relevant legislation. In the event of any conflict between these GTC and the GFC ZLZ SR, the provisions of these GTC shall prevail.
The Principal confirms that, prior to the conclusion of the Contract, they had the opportunity to familiarise themselves with these General Terms and Conditions as well as with the General Terms and Conditions of ZLZ SR, which form part of the Contract. The GTC and the GTC of ZLZ SR are published on the Carrier’s website and will be sent to the Principal in electronic form upon request.
The freight forwarder carries out its activities primarily as a freight forwarder in accordance with Section 601 et seq. of the Commercial Code. Unless expressly agreed otherwise in writing, the Freight Forwarder shall not act as a carrier in relation to the Principal and shall not undertake any obligation to carry out the transport using its own means of transport or in its own name as a carrier, unless expressly agreed otherwise in writing.

Article 2

Conclusion of the Contract and Service of Documents

The forwarding contract comes into effect upon the Forwarder’s unconditional confirmation, in writing, of the Principal’s order. The contracting parties have agreed that communication via email, the eCargo system or any other verifiable electronic platform used in the course of the business relationship shall also be deemed to be in writing. If the freight forwarding contract is not in writing, the Freight Forwarder shall request a written freight forwarding order; if contracts for additional services, concluded in connection with the performance of the freight forwarding contract, are not in writing, the freight forwarder shall ensure that a written or other verifiable record is kept, from which the nature and content of the agreed service are clearly evident.
Routine commercial and accounting communications carried out electronically via email, the eCargo system or any other agreed electronic platform used by the contracting parties shall be deemed to have been delivered no later than the moment the electronic message comes into the addressee’s possession, and if this cannot be proven, it shall be deemed to have been delivered on the first working day following its dispatch (provided that the sender has not received a notification of non-delivery or any other technical failure). An invoice delivered electronically in PDF format is deemed to have been delivered under the same conditions.
Legal acts aimed at amending, terminating or bringing to an end the contractual relationship, as well as the assertion of claims for damages or other legal claims arising from the Contract, must be carried out in writing and in a manner that allows for the identification of the person performing the legal act and for proof of its delivery to the other contracting party, in particular by means of a hard copy, a qualified electronic signature or electronic communication sent using the contact details provided by the contracting parties in the course of their business relationship.
In the course of operational communication relating to the execution of transport, in particular when notifying delays, providing transport instructions, emergencies, changes to the unloading point or the provision of information on the vehicle’s location, the contracting parties are entitled to communicate via email, telephone, text message or through the logistics systems in use. Such communication shall be deemed to have been duly effected if it was carried out in the manner customary in business dealings and without undue delay.
Proof of transport, delivery or the status of a consignment may be provided, in particular, by a legible scan of a signed CMR consignment note, a proof of delivery (POD), photographic evidence, an electronic record from a parcel tracking system, or any other verifiable electronic or paper confirmation of the collection, status or delivery of the consignment.
The contracting parties are obliged to notify the other contracting party of any change to their contact details without undue delay. Delivery to the most recently notified contact details shall be deemed proper and effective. A contracting party shall bear the consequences of failing to notify the other party of any change to its contact details.

Article 3

Rights and obligations of the Consignor and the Principal; the right of self-handling

When arranging transport, the Freight Forwarder is obliged to act with professional care, in accordance with the Contract, the relevant generally applicable legal regulations and the Principal’s instructions.
The freight forwarder is obliged to draw the Principal’s attention to any obvious inaccuracies in the Principal’s instructions. If the freight forwarder does not receive the necessary instructions from the Principal, they are obliged to request that the Principal provide them. However, where there is a risk of delay, the freight forwarder is obliged to proceed even without these instructions in such a way as to protect, as far as possible, the Principal’s interests of which the freight forwarder is aware.
The Principal is obliged to provide the freight forwarder, prior to the conclusion of the Contract, with accurate details of the contents, weight, volume of the consignment and its nature, as well as any other information necessary for the conclusion of the contract for the carriage of the consignment, including information required to comply with customs, tax, security, veterinary, phytosanitary or other specific requirements.
The Principal is obliged, prior to the conclusion of the Contract, to notify the Carrier in writing of the actual value of the consignment, if the value of the consignment exceeds the usual value of consignments of a comparable nature or any other value which the Carrier notifies the Principal of or publishes in its price list, order form or terms and conditions. If the Principal fails to notify the value of the consignment, the Carrier shall not be liable for the consequences arising from such failure to notify the value, in particular for the inability to secure adequate insurance cover or a special mode of transport.
The Principal is responsible for the accuracy and completeness of all information and instructions provided to the Freight Forwarder. The Freight Forwarder shall not be liable for any damage, delay, additional costs or other consequences caused by incorrect, incomplete, unclear or delayed information or instructions provided by the Principal.
The Principal shall be obliged to compensate the Freight Forwarder for any loss, costs, penalties, fines or other damage arising as a result of the inaccuracy, incompleteness or late provision of the information, instructions or documents necessary for the proper arrangement of the carriage.
Prior to concluding the Contract, the Principal is obliged to expressly state that the consignment contains, in particular, high-value goods, electronics, pharmaceutical goods, medicines, medical devices, ADR goods, alcohol, tobacco products, precious metals, valuables, goods requiring special protection or other goods subject to special regulations. If the Principal fails to fulfil this obligation, the Carrier shall not be liable for any consequences arising from the fact that the carriage was not arranged under special conditions.
For consignments requiring temperature-controlled conditions, the Principal is obliged, prior to accepting the order, to specify in writing, in particular, the required temperature range, permissible deviations, the nature of the consignment, temperature recording requirements, the method of temperature control and any other special conditions. If this information is not provided in full, correctly and in a timely manner, the Carrier shall not be liable for any damage caused by an incorrect, incomplete, unreported or insufficiently specified temperature regime.
If the transport is to be carried out under a Just-in-Time, Just-in-Sequence or other time-critical arrangement, the Principal is obliged to expressly notify the Freight Forwarder of this fact in writing prior to the acceptance of the order. Unless expressly agreed in writing, the Carrier shall not be liable for damages arising from production stoppages, contractual penalties, third-party penalties, alternative transport, loss of production, loss of profit or any other consequential damages caused by delay.
Prior to the conclusion of the Contract, the Principal is obliged to notify the Carrier in writing of any specific contractual, technical or operational requirements, the breach of which may give rise to liability in excess of the standard, contractual penalties, penalties or other extraordinary claims by third parties. Unless the Carrier has given its express written consent, it shall be deemed that the Carrier has not assumed such risks.
Prior to concluding the Contract, the Principal is obliged to notify the Freight Forwarder of all facts that may be relevant in terms of international sanctions regulations, export or trade restrictions relating to the consignment, its consignor, the consignee, the owner, the country of origin, the country of destination or transit. The Principal declares and is responsible for ensuring that the performance of the carriage does not breach the binding sanctions regulations of the European Union or any other legislation binding on the Carrier. The Freight Forwarder is entitled to refuse to accept or carry out the order, or to suspend its fulfilment, if it has reasonable grounds to suspect that carrying out the transport could lead to a breach of sanctions regulations or other binding trade restrictions. In such a case, the Principal shall not be entitled to damages or any other compensation. The Principal shall be liable for any loss, costs or penalties incurred by the Carrier as a result of a breach of the obligations under this paragraph. The Freight Forwarder is not obliged to verify the accuracy or completeness of the information provided by the Principal under this paragraph, unless otherwise provided for by specific legislation.
The conclusion of the Contract or the acceptance of an order does not in itself constitute an instruction to insure the consignment. The Freight Forwarder shall arrange insurance for the consignment only on the basis of an express written request from the Principal received prior to the acceptance of the order and following agreement on the terms and conditions of insurance, the sum insured, the premium and the scope of cover. If the Principal does not request insurance for the consignment, they bear the risk that any loss may not be covered by insurance for the full value of the consignment, or may not be covered at all.
The freight forwarder is entitled to entrust the arrangement of transport or the performance of individual tasks relating to the performance of the Contract to another person, in particular another freight forwarder or carrier.
The Freight Forwarder is entitled to exercise the right of self-delivery in accordance with Section 605 of the Commercial Code. If the carriage is to be carried out using the Freight Forwarder’s own means of transport, the Freight Forwarder shall ensure adequate insurance cover commensurate with the nature of the carriage, provided that such insurance cover is normally required by the nature of the carriage. In the case of self-carriage, the Freight Forwarder’s legal position is governed by the relevant provisions of the Commercial Code and international conventions governing the carriage in question.

Article 4

Standing and waiting times

The Principal is obliged to ensure that the consignment is loaded and unloaded at the agreed time and to create the conditions necessary for the proper execution of the carriage. Unless otherwise agreed in the Contract, the free waiting time is 2 hours for loading and 2 hours for unloading, each separately.

Once the free waiting period has been exceeded, the Consignor is entitled to reimbursement of the demurrage charge. Unless otherwise expressly agreed in the Contract, the demurrage charge amounts to EUR 50 for each hour or part thereof that the vehicle is delayed after the free waiting period has expired.

A claim for demurrage arises even in the event of a delay caused by circumstances attributable to the Principal, the consignor, the consignee or third parties, in particular incorrect, incomplete or belated instructions from the Principal, the consignment not being ready, missing documents, a change in the place or time of loading or unloading, a lack of co-operation from the consignor or consignee, waiting for loading, unloading, customs clearance, security checks or other procedures necessary for the performance of the carriage, including waiting due to the booking of unloading slots, vehicle registration or restrictions on access to the premises, provided that the delay did not arise on the part of the Freight Forwarder.

Unless expressly agreed otherwise in the Contract, the Freight Forwarder shall not arrange for the exchange of pallets. If the exchange of pallets has been expressly agreed and the pallets are not duly returned or confirmed by a pallet receipt at the time of loading or unloading, the Freight Forwarder is entitled to charge the Principal for the value of the unreturned or damaged pallets at the usual market value, as well as reasonable administrative costs associated with their recording and settlement.

The Freight Forwarder is also entitled to charge the Principal for all demonstrably incurred additional costs relating to the vehicle’s waiting time or delays in transport, including costs charged to the Freight Forwarder by the carrier or any other third party, in particular costs for demurrage, empty runs, cancellation of transport, repeated vehicle call-outs, parking fees, ferries, tunnels, tolls, customs clearance, storage, handling of the consignment or other reasonable costs incurred as a result of circumstances for which the Freight Forwarder is not responsible.

Article 5

Terms of payment and set-off

The Freight Forwarder’s remuneration for arranging transport and related services (hereinafter referred to as the „Remuneration“) is payable on the basis of an invoice issued by the Freight Forwarder, within 30 calendar days of the date of its delivery to the Principal in accordance with the provisions of these General Terms and Conditions, unless otherwise agreed in the Contract. VAT shall be charged on the Remuneration in accordance with the applicable legislation.
In the event of a delay by the Principal in settling a financial obligation, the Freight Forwarder shall be entitled to:

default interest at a rate of 0.05 % of the amount owed for each day of delay, including any part of a day,
a lump-sum reimbursement of costs incurred in connection with the enforcement of a claim pursuant to Section 369c of the Commercial Code,
reimbursement of all reasonable costs incurred in connection with the recovery of the debt, including reasonable legal representation costs.

In the event that the Principal is more than 30 days in arrears with the payment of any due amount, the Carrier shall be entitled to temporarily suspend the provision of services or to refuse to accept or fulfil further orders until all due.
The Freight Forwarder is entitled, even without the Principal’s prior consent, to set off against the Principal’s claims any of its own set-offable claims arising out of or in connection with the Contract, to the extent permitted by the relevant legislation.
The Principal is not entitled to unilaterally set off its claims against the Carrier’s claims without the Carrier’s prior written consent, except where the Principal’s claim has been legally recognised by the competent authority or acknowledged in writing by the Carrier.
The freight forwarder is entitled, in accordance with Section 608 of the Commercial Code, to exercise a right of retention over the consignment (whilst the consignment remains with the freight forwarder) and any documents relating to the consignment to secure its due and payable claims arising in connection with the arrangement of the relevant carriage or other claims against the Principal, in so far as permitted by law.
The lodging of a complaint, a claim for damages or any other claim by the Principal shall not have the effect of suspending the Principal’s obligation to pay the Remuneration due, unless the Freight Forwarder has acknowledged the Principal’s claim in writing or unless it has been legally upheld by the competent authority.

Article 6

Claims procedure and reporting of damage

The consignor or consignee is obliged to carry out a reasonable inspection of the consignment upon collection. Obvious damage, in particular damage to the packaging, obvious damage to the consignment, missing items or other obvious discrepancies must be noted in writing, specifically and clearly, on the relevant consignment note at the time of collection. If such reservations are not raised upon receipt of the consignment, the consignment shall be deemed to have been delivered in a condition corresponding to the details stated in the relevant transport document, unless the Principal proves otherwise.
Any hidden damage that could not be detected during a routine inspection upon receipt of the consignment must be reported to the Carrier in writing without undue delay upon its discovery, but no later than seven days from the date of delivery of the consignment, excluding Sundays and public holidays.
A complaint must include, in particular:
(a) a description of the damage found or the loss event,
(b) the identification of the consignment and the associated transport,
(c) photographic evidence, where reasonably available given the nature of the damage,
(d) a quantification of the claim being made and all available supporting documents proving the origin, scope and amount of the claim.
The Principal is obliged to provide the Freight Forwarder, without undue delay, with all the assistance necessary to investigate the incident, handle the claim, and pursue a claim against the carrier, the freight forwarder, the insurer or any other liable party; in particular, to hand over all documents, photographs, records, invoices, delivery notes, transport documents and other evidence necessary to prove the occurrence, cause and extent of the damage.
The Principal is obliged to allow the Freight Forwarder or a person authorised by the Freight Forwarder, in particular the insurer, the claims adjuster or any other authorised expert, to inspect the damaged consignment, where possible in its original condition, including the packaging and the manner in which the consignment was stored. Until the inspection has been carried out, the damaged consignment must not be disposed of or substantially altered without good reason, if this could make it more difficult to assess the damage.
If the Principal fails to cooperate in accordance with the preceding paragraphs of this Article, or damages, destroys, alters or otherwise impairs the consignment, packaging or evidence prior to allowing an inspection to take place, they shall bear the consequences of the impossibility or difficulty in proving the occurrence, extent or cause of the damage. The Freight Forwarder shall not be liable for damage or other adverse consequences to the extent that they were caused or aggravated by a breach of the Principal’s obligations under this Article, in particular for the inability to make a claim against the carrier, the insurer or any other liable party, or for a reduction in or refusal of insurance compensation.

Article 7

The consignor’s liability and limits on compensation for damages

The Consignor’s liability for damage is governed by the relevant provisions of the Commercial Code, the Contract, these General Terms and Conditions, and, on a subsidiary basis, the General Terms and Conditions of the Slovak Chamber of Commerce.
The Freight Forwarder shall be liable for damage only to the extent provided for by mandatory legal provisions, the Contract, these General Terms and Conditions, and, where applicable, the General Terms and Conditions of the Slovak Chamber of Freight Forwarders. Unless expressly agreed otherwise in writing, the Carrier shall not assume any extended liability beyond this scope.
The freight forwarder shall not be liable for the full value of the consignment unless such liability has been expressly agreed in writing prior to the acceptance of the order and unless specific insurance cover or insurance of the consignment has also been agreed.
The Freight Forwarder shall not be liable for loss of profit, loss of production, shutdown of operations or production lines, loss of market share, contractual penalties, fines, sanctions imposed by third parties, costs of alternative transport, JIT/JIS damages or any other indirect, consequential or purely financial losses, unless mandatory legal provisions provide otherwise or unless the Freight Forwarder has expressly assumed such liability in writing.
The Freight Forwarder shall not be liable for damage caused by fraudulent acts of a third party posing as the carrier or another authorised person, provided that the Freight Forwarder exercised due professional care in the selection and verification process.
If the Freight Forwarder is liable for damage caused by a delay in arranging carriage or in the performance of its obligations under the freight forwarding contract, compensation for such damage shall be limited to a maximum of the remuneration agreed for the relevant service, unless mandatory legal provisions provide otherwise.
The principal is obliged to take reasonable measures to prevent or mitigate any imminent damage. The freight forwarder shall not be liable for damage to the extent that it was caused by a failure to fulfil this obligation.
The Principal acknowledges that the Freight Forwarder is not the insurer of the consignment and that the price of the service does not include insurance of the consignment for its full value, unless the contracting parties expressly agree otherwise in writing.
The Freight Forwarder shall arrange for the insurance of the consignment or extended insurance cover solely on the basis of a prior express written request from the Principal and following confirmation of the scope of cover by the Freight Forwarder.
If the Principal fails to fulfil the information obligations set out in these General Terms and Conditions, in particular by failing to disclose the value of the consignment, its special nature, the specific transport regime required, or other circumstances relevant to the provision of transport or insurance cover, the Freight Forwarder shall not be liable for any loss or for any increase in the extent of such loss arising in causal connection with a breach of this obligation.

Article 8

Force majeure

The freight forwarder shall not be liable for damage, delay or failure to fulfil its obligations caused by force majeure, i.e. circumstances arising independently of the Freight Forwarder’s will, which could not reasonably have been foreseen, averted or overcome even with the exercise of professional care. Circumstances of force majeure shall include, in particular, natural disasters, fires, floods, earthquakes, wars, armed conflicts, terrorist attacks, strikes, epidemics, pandemics, interventions by public authorities, border closures, unforeseeable accidents involving transport or technical infrastructure, widespread failures of information or communication systems, or other extraordinary events of a similar nature.
A contracting party invoking force majeure is obliged to inform the other contracting party without undue delay of the occurrence, expected duration and consequences of such circumstances, and to take reasonable measures to minimise the adverse consequences of such circumstances.
For the duration of the force majeure event, a contracting party shall not be in default with regard to the performance of obligations which the force majeure event prevents it from fulfilling. The duration of the force majeure event shall not give rise to any claim by the other contracting party for damages, a contractual penalty or any other sanction to the extent that such claim arises from that event.

Article 9

Confidentiality and the protection of business relationships

The Principal undertakes to maintain confidentiality regarding all confidential information and facts of a commercial, technical, organisational or economic nature relating to the Consignor, which are not publicly available and which have been made available to the Consignor in connection with the contractual relationship, in particular regarding pricing, terms and conditions, client databases, contacts, logistics processes, know-how and other information constituting trade secrets or the Consignor’s legitimate business interests.
The Principal undertakes that, for the duration of the contractual relationship and for a period of 12 months following the completion of the last consignment, it shall not, without the prior written consent of the Freight Forwarder, directly or indirectly enter into any business cooperation, bypass the Freight Forwarder, or carry out the same or similar shipments via carriers, freight forwarders or other logistics partners of the Freight Forwarder, whose identity, contact details or business opportunities have been made available to the Principal or arranged through the Freight Forwarder, unless such persons were demonstrably known to the Principal prior to the establishment of the contractual relationship with the Freight Forwarder.
In the event of a breach of the obligation set out in the preceding paragraph, the Freight Forwarder shall be entitled to a contractual penalty amounting to three times the average monthly value of the services provided by the Freight Forwarder to the Principal over the last six months, but not less than
3,000 EUR
for each individual breach. If the contractual relationship lasted for less than six months, the average value of the services shall be determined on the basis of the duration of the collaboration.
Payment of the contractual penalty shall not affect the Freight Forwarder’s right to claim damages in excess of the amount of the contractual penalty. The contracting parties declare that they consider the amount of the contractual penalty to be reasonable in view of the value of the Consignor’s business contacts, know-how, reputation and potential loss of profit.
The burden of proof that the business contact, carrier, freight forwarder or other logistics partner was demonstrably known to the Principal prior to the establishment of the contractual relationship with the Freight Forwarder lies with the Principal.
Any act carried out through a person with whom there is a financial, personnel or other connection, as well as the use of a third party for the purpose of circumventing the obligations laid down in this Article, shall also be deemed a breach of the obligations under this Article.

Article 10

Privacy Policy

The contracting parties shall process personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), Act No. 18/2018 Coll. on the Protection of Personal Data and other relevant legislation, to the extent necessary for the conclusion and performance of the Contract, the fulfilment of legal obligations, protecting the rights and legitimate interests of the contracting parties, asserting and defending legal claims, handling complaints, resolving claims and insurance incidents, and fulfilling obligations arising from the services provided.

Details regarding the processing of personal data are set out in the Privacy Policy published on the Carrier’s website.

Article 11

Final Provisions

If any provision of these General Terms and Conditions becomes or is deemed to be invalid, ineffective or unenforceable, such invalidity, ineffectiveness or unenforceability shall not affect the validity, effectiveness and enforceability of the remaining provisions of these General Terms and Conditions.
Legal relationships arising under the Contract and these General Terms and Conditions shall be governed by the laws of the Slovak Republic. The contracting parties undertake to resolve any disputes primarily through conciliation. If a dispute cannot be resolved by agreement, the courts of the Slovak Republic shall have jurisdiction to adjudicate such disputes, with the court having local jurisdiction being that of the Sender’s registered office, unless mandatory legal provisions or international treaties provide otherwise.
These General Terms and Conditions are drawn up in the Slovak language. Should a foreign-language version of these General Terms and Conditions be produced, or in the event of any discrepancy between the different language versions, the Slovak version shall prevail.
These General Terms and Conditions shall come into force and take effect on 24 June 2026

VZP