TERMS AND CONDITIONS FOR THE USE OF THE CARRIBY PLATFORM BY Suppliers

 

1.- The contractual Parties

Client: a legal or individual entity hiring the transport service on their own behalf.

Supplier or Carrier: a legal entity (transport company, operator or agency or similar) or an individual entity (professionally involved in the provision of transport services) undertaking the obligation to conduct the transport operation on their own behalf, regardless of whether the operation is executed using the Supplier´s own means or subcontracted to other Suppliers.

Hirutrans Garraioak, S.L., hereinafter referred to as “HTG Express”: A Freight Transport Operator and the creator and owner of the Carriby Platform.
Carriby team:The team of people entrusted with the management and administration of Carriby.

2.- Purpose

1)
Carriby is a digital platform or marketplace that puts Clients and Suppliers in contact with the aim of defining the terms and organisational provisions required for the execution of industrial goods transport services by road (hereinafter referred to both as „Carriby” and the „Platform”).
Carriby does not serve consumers.
HTG Express provides the Supplier with the use of Carriby pursuant to the terms set forth in section I – “Use of the Carriby Platform” – in these Terms and Conditions (hereinafter referred to after as the “T&C”).

The Supplier provides the transport services described in Section II of these T&C.

 The use of the Carriby Platform

 

       1.- Registration

1.1. Registration using the Platform form and the holding of an active account by the Supplier are mandatory.

1.2. Only companies or individuals that are professionally involved in the provision of transport services may register as Suppliers, and must comply with all the requirements pursuant to the regulations in force. In particular, Suppliers are required to be in possession of the following updated documentation:

  • Registration as a company/individual involved in transport activity
  • A community international transport licence (if required)
  • A national transport card (if required)
  • A technical data sheet for the vehicle(s)
  • Third-party liability insurance covering the vehicle(s) (in accordance with the Supplier´s actual activity) and merchandise insurance (with minimum coverage of the legal liabilities according to CMR/LCTT or any regulations replacing them). Both the aforementioned insurance policies are mandatory.
  • A certificate of good standing from the Social Security General Treasury Department (or equivalent document).
  • Certificate of up-to-date social contributions (or equivalent document).
  • Contractor certificate issued by the Ministry of Finance (in the case of Spanish providers)

The Supplier agrees to the immediate submission of this documentation in case of being required for this purpose by the Carriby Team.

>The Supplier will be exclusively liable for any loss and damage arising from failure to submit the aforementioned documentation, or in the event such documentation is defective, and will bear the cost of any financial loss suffered by HTG Express as a result of the same.

1.3 The submission of the registration form by the Supplier implies the full acceptance of these T&C. The register must be reviewed and validated by the Carriby Team.

Once the application has been validated, confirmation of the activation of the account will be sent to the Supplier. Carriby may begin to be used immediately afterwards.

1.4. The Supplier undertakes to use this account in an appropriate and responsible manner. In the event of any irregularity with regard to your account, you should inform the Carriby Team immediately. Moreover, the Carriby Team will notify the Supplier of any irregularity and may disable the platform in the cases set forth in item 3 of this section.

1.5.The account cannot be transferred to a third party, however the Supplier may create different users within the account.

2.- The bases of the Carriby operation

2.1.Carriby provides the Supplier with the opportunity to access the requests for goods freight services published by Clients on the Platform, and

To offer your transport solutions to these Clients and, in the event they are accepted, to liaise with them in the organisation of this transport operation through the Carriby chat application.

2.2.Carriby operates on an automated basis using predefined parameters. Within these parameters, the transport service is organised directly between the Client and the Supplier. All exchanges of information (including, but not limited to, the details of the transport – the nature of the merchandise, weight, price, place and date of loading and unloading, loading and unloading details, stowage, documentation, contacts, references, amendments, instructions, notification of transport incidents, among others) should be conducted directly between the Client and the Supplier through Carriby (these exchanges will be referred to hereinafter as “the organisation of the transport”).

Any communication held between the Client and the Supplier not using Carriby will be regarded as a breach of these T&C and will result in the immediate deactivation of the Supplier’s account, without prejudice to any loss and damages filed for.

In the event the Platform is out of order, the Supplier should send an email to info@carriby.com reporting the incident and wait for instructions.
2.3. As a general rule, HTG Express does not take an active part in the aforementioned organisation and preparation of the transport.
Its duties are limited to:

  • Ensuring Carriby operates smoothly.

  • Managing the billing of the services hired through Carriby.

  • Intervening in cases of incidents that cannot be resolved through the parameters specified on the Platform and in cases of loss and damage to merchandise and loss arising from delays, in accordance with the regulations in force.

Under no circumstances whatsoever may the Supplier enter into direct contact with HTG Express to deal with Carriby-related issues.

The Supplier may only contact the Carriby Team in the event of:   

  • General inquiries related to Carriby or the Carriby Suppliers APP, via Carriby or an e-mail sent to info@carriby.com

  • Queries related to an ongoing Carriby transport, via Carriby

  • Complaints, once the transport organised through Carriby has been concluded, via Carriby.

  • Incidents involving inoperability of the website, via e-mail sent to info@carriby.com.

 

3.- The use of Carriby

3.1. Without prejudice to any legal measures taken, the Carriby Team may agree upon any of the following measures in the event they have well-founded suspicions that the Supplier has failed to comply with any provision of these T&C or the regulations in force:

  • Issue a warning to the Supplier;

  • Reduce / limit the use of the Platform´s functions;

  • Deactivate the account temporarily or permanently.

3.2. The Supplier accepts that the use of Carriby may be temporarily limited if necessary to ensure it is running smoothly or for the implementation of improvements. The Supplier will be notified of such circumstances at the earliest possible opportunity and every effort will be made to minimise any inconvenience this may cause.

3.3. When an unscheduled crash of the system prevents the transport from being organised, the Supplier will be notified, whenever possible, by e-mail or other appropriate means.

3.4. The Supplier will be responsible for filing and storing the information related to the transports organised through Carriby.

 

4.- Integrity of the system

The Supplier is not allowed:

  • To use mechanisms, software or other scripts or any tools or programmes that may adversely affect the performance of Carriby.

  • Block the content generated by the Platform, or to overwrite, modify or manipulate it in any way that could have an adverse effect on the Platform´s functions or content.

 

5.- Intellectual Property

HTG Express is the exclusive owner of the „Carriby” trademark and the exploitation rights of the Carriby Platform. The Supplier is merely granted a non-exclusive licence to use the Platform subject to it complying with these T&C. Such use may not be assigned to third parties.

 

6.- Liability

6.1. HTG Express will only be held liable for any loss and damage caused to the Supplier due to the Platform malfunctioning, provided this is attributable to HTG Express and has been duly proven.

6.2. HTG Express will not be held liable for any loss and damages arising from events of by force majeure, or in other words any unusual and unpredictable event whose consequences could not have been avoided even if all due diligence had been exercised.

      ii.Freight services organised through Carriby

       2.- Scope

These T&C apply to all domestic and international road freight services provided by the Supplier and organised through the Carriby Platform (hereinafter referred to as the „Services„).

2.- The provision of transport

2.1. In view of requests submitted by Clients, the Supplier can advertise its transport solutions by publishing them on Carriby, after which they can be accepted. The Supplier may propose a price different to that suggested by the Client.

2.2. In the event of mutual agreement between the Supplier and the Client on the price and the service, the corresponding transport agreement will be executed, which will be governed by the provisions of these T&C.

2.3. The Supplier will define the organisation of the Transport with the corresponding Client using the tools provided by Carriby (including the chat application).

3.- Obligations of the Supplier

3.1. Operational

  1. The Supplier is required to comply with the terms agreed upon with the Client in relation to the organisation of the transport. The Supplier is required to ensure that goods are loaded on time, pursuant to the agreed upon timeframe at the place of loading, and delivered to the recipient by the agreed upon deadline at the place of unloading. The Supplier will guard and store goods in the correct manner.

  2. To immediately notify the Client through Carriby of:

    1. The status of the delivery: loading, place of loading, unloading and place of unloading.

    2. Any impediment or irregularity related to loading, the transport and unloading.

    3. Any delay in loading or unloading

    4. d. Any loss or damage involving the goods, and

    5. Any other incident, even when this is due to circumstances the Supplier was unable to avoid.

  3. In the event of theft, you should submit the corresponding report to the authorities of the town/city in which it occurred.

  4. The Client should be asked for instructions in the aforementioned cases, through Carriby.

  5. The Supplier should not intervene in cargo, stowage, load securing or unloading operations, or in trans-shipments, unless expressly authorised to do so in writing by the Client.

  6. The Supplier will check:
    1. The accuracy of the CMR (or bill of lading) with regard to the number of packages, as well as the brands and numbers and the consistency of the same with the terms agreed upon with the Client.
    2. The apparent status of the merchandise and its packaging and register any irregularity in relation to the CMR (reservation) in writing and through the Platform.
    3. That the goods to be transported are NOT „excluded goods” according to the following list:
  • Explosive goods (except for 1.4S),
  • Radioactive goods,
  • Collections, works of art, silk, betting slips, lottery tickets, stamps, coupons, coins, securities and any document or object with face or payment value, vehicles (includes motorcycles),
  • Removals, personal belongings, tobacco and any goods whose sale is illegal.

If it is an excluded good, the transport is NOT possible and the Supplier must immediately inform the Carriby Team by mail info@carriby.com.

  1. The vehicle must always be parked in one of the following places during breaks:

    1. Lit-up areas

    2. Together with other trucks

    3. Areas bordering places open on a 24/7 basis (hotels, motels, service stations, etc.).
  2. The Supplier will upload the CMR or, if applicable, proof of delivery to Carriby immediately after unloading.

  3. The Supplier will keep the original CMR for a period of 3 years after unloading.

  4. In the event the Supplier subcontracts the Services, it will be fully liable for the correct execution of the same. Third degree outsourcing is strictly prohibited.

  5. In the event the Supplier fails to comply with the obligations set forth in this clause, its service may be cancelled and the corresponding penalties will be implemented in accordance with clause 5 of this section.

  6. In the event of Carriby failing to work, the Supplier is obliged to provide the relevant information on the transport in progress to the Carriby Team, when possible, by e-mail to info@carriby.com or by other appropriate means.

  7. The Supplier will only use vehicles that are in a perfect condition technically and with regard to cleanliness.

  8. The Supplier should be equipped with a Smartphone with an Internet connection and download the Carriby APP. It should check the Platform for updates and new communications on a regular basis and update the delivery status without delay (through the platform or using the APP).

     

3.2. General Obligations

he Supplier undertakes to comply with the applicable regulations in force regarding:

  • The land transportation of goods (in relation to the execution of the transport, weights and dimensions (maximum load), tachographs, driving and rest times.

The driver must always be in perfect physical condition and be well-rested for each trip.

  • Cabotage

  • Of a labour, social security (or equivalent), occupational risk prevention and tax scope.

  • Minimum wages in Europe

  • ADR: The Supplier should have received sufficient ADR training to provide services with ADR-exempt merchandise.

In the event HTG Express is fined or suffers any loss of an economic nature due to failure to comply with the aforementioned regulations by the Supplier or any of its subcontractors, the fine and/or economic loss will be passed on to the Supplier, which will be liable for the same. If the Supplier has a positive balance, the amount in question will be deducted from it.

4.- Price of the transport

4.1 The billing of the Serviceswill be managed by HTG Express. However, the Supplier should always contact the Carriby Team to deal with any issues related to payments.

4.2. VAT is not included in the price agreed upon through Carriby.

4.3. Normal form of payment: 60 days from the invoice date (payment days: 10, 20 and 30, provided the CMR has been uploaded to the Platform.

4.4. Optional payment in cash with a 2% discount (payment days: 10, 20 and 30), provided the original CMR has been received and this has been agreed upon in advance.

4.5.The price is subject to compliance with these T&C. Failure to comply may result in a reduction in the price of the service in accordance with the loss caused to the Client and/or HTG Express.

4.6. Self-billing
The Supplier authorises HTG Express to issue the invoice on its behalf for all the services hired between the parties.

5.- Penalties

Penalties will apply to the price agreed upon through Carriby.

-Supplier Delays: (except in the event of force majeure):

  • A delay equal to or less than 2 hours over the specified deadline where the Client has been notified prior to arrival at the delivery site via Carriby or the APP -> no penalty.

  • A delay equal to or less than 2 hours over the specified deadline where the Client has not been notified via Carriby or the APP -> a 5% penalty.

  • A delay of more than 2 hours and equal to or less than 24 hours over the specified deadline -> a 10% penalty.

  • A delay of more than 24 hours and equal to or less than 48 hours -> a 25% penalty.

  • A delay of more than 48 hours -> a 50% penalty.

Cancellation by the Supplier (except in the event of force majeure):

Before the agreed upon date and time for loading the merchandise:

  • Cancellation within the previous 24 hours-> a 25% penalty.

  • Cancellation of over 24 hours -> a 10% penalty

  • Cancellation within one hour of the Client accepting: no penalty.

After the agreed upon date and time for loading the merchandise:

Cancellation after the date and time of loading -> a 50% penalty

If the Supplier has a positive balance, the amount of the penalty will be deducted from the same. Otherwise, the corresponding invoice will be issued.

 

6.- Claims and demurrage

6.1. Arrival times and length of waiting times must be registered by the Supplier through the Platform on the day they occur. Otherwise, the Supplier will not be entitled to claim any remuneration for demurrage.

6.2 Claims exceeding the price agreed upon through Carriby must be addressed to the Carriby Team within 3 days of the date of unloading and the corresponding documentary support should be attached.

6.3. The accepted price includes a maximum of 2 hours´ waiting time in the loading operation and 2 hours in the unloading.

6.4. In the event the cargo is only available over two hours after the end of the agreed upon deadline, the Supplier should notify the Client and await instructions for a maximum of one hour after such notification. If this period of time elapses without having received any instructions, the Supplier may regard the service as having been cancelled and leave the loading site, whereby the Supplier will be entitled to claim the expenses incurred in the execution of the service from the Client.

In the event the Client notifies the Supplier of such a circumstance without providing instructions, the Supplier should await instructions for a maximum period of one hour from the time of such notification, and will be entitled to act pursuant to the provisions of the previous item if no instructions are provided.

7.- Liabilities

7.1. HTG Express connects Clients and Suppliers through Carriby. Ultimately, it answers to Clients for the full execution of the transport and will be bound to Suppliers as a Client.

As such, the parties in the agreements entered into through Carriby are:

  • On one side, the Client and HTG Express and

  • On the other, HTG EXPRESS and the Supplier.

7.2. The Supplier answers to HTG Express for any loss and damage to goods, for loss arising from delays and for other economic loss and damages HTG Express has suffered due to causes attributable to the Supplier in accordance with the regulations in force. In the case of subcontracting, the Supplier will be fully liable for the performance of its subcontractors.

7.3. HTG Express will not be held liable for any loss, cost, damage, compensation or expense of an indirect or consequential nature that the Supplier may have suffered, including, but not limited to any direct or indirect financial loss, business loss, goodwill or market share.

 

8.- Applicable law and the settlement of disputes

The law applicable to transport agreements: The Supplier accepts that the law applicable to agreement organised through Carriby is the Spanish law (in the case of national transport, where the point of loading and unloading is in the same country) and the CMR Convention (in the case of international transport).

Settlement of disputes and applicable law: The Parties hereby elect the Basque Country Board of Transport Arbitration to settle any dispute arising in relation to the aforementioned transport agreements. The applicable law will be Spanish (in the case of national transport, where the point of loading and unloading is in the same country) and the CMR Agreement (in the case of international transport).

9.- Confidentiality and Client protection

Supplier undertakes to ensure all the information it has access to through Carriby strictly confidential and secret, including, but not limited to, information on Clients, details of transports, prices and the Carribyoperation. The Supplier may not disclose or assign the aforementioned Information to any third party, except to guarantee compliance with its contractual obligations and with the exception of cases where the regulations in force require such information to be disclosed.

9.2. The Supplier is required to protect Clients with respect to HTG Express. The Supplier may not directly contact HTG Express clients to which it provides services and clients it comes into contact with through Carriby, provided they are identical or similar to those provided through the Platform. In the event of failure to comply with the aforementioned provisions, HTG Express will cease all collaboration with the Supplier and will be entitled to claim for any loss and damages caused by such non-compliance.

10.- Data protection

The Supplier undertakes to comply with the pertinent provisions of the current data protection regulations and to protect the personal data to which it has access, which should only be used for the purposes of the execution of the Services.

11.- Other

In the event any of the provisions of these T&C is or becomes ineffective, the validity of the other provisions will not be affected.
These T&C do not represent an agency or association agreement between the parties. The Supplier will not have any right or authority to represent in any way or to undertake any liability on behalf of HTG Express.
 

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