General Terms and Conditions

GENERAL TERMS AND CONDITIONS OF SALE (GTCS)

Transport and logistics brokerage services — SwellFreight

Website URL: https://swellfreight.com/

PREAMBLE & WARNING

The company operating under the SwellFreight trade name acts exclusively as a broker and logistics intermediary. These General Terms and Conditions of Sale are intended to define the framework for this intermediation and to specify the strict limitations of liability applicable to the Broker.

ARTICLE 1: PURPOSE AND SCOPE

These General Terms and Conditions of Sale (GTCS) govern, as of right, all contractual relationships between the company operating under the SwellFreight trade name (hereinafter referred to as the “Broker”) and any natural or legal person (hereinafter referred to as the “Client”) placing an order for brokerage services, logistics intermediation services, or transport organization services on the website https://swellfreight.com/ or by any other means of communication.

Placing an order or approving a quotation implies the Client’s full, prior, and unconditional acceptance of these GTCS. No special condition or other contractual document issued by the Client may, unless formally accepted in writing and signed by the Broker, prevail over these terms.

ARTICLE 2: DEFINITION OF THE ACTIVITY (BEST-EFFORTS OBLIGATION)

The Client expressly acknowledges and accepts that SwellFreight acts exclusively as a transport and logistics broker/intermediary. As such:

  1. The Broker’s sole mission is to connect the Client with third-party transport providers (hereinafter the “Actual Carriers”) or to arrange, on the Client’s behalf, the conclusion of transport contracts.

  2. The Broker is in no way a carrier of goods and does not itself perform the physical transport, handling, storage, loading, or unloading of the goods.

  3. The Broker is subject to a strict best-efforts obligation. Its liability is limited exclusively to the rigorous and diligent selection of transport providers.

ARTICLE 3: FULL RELEASE OF LIABILITY CLAUSE RELATING TO TRANSPORT

As the transport of goods is entirely and exclusively carried out by independent Actual Carriers, SwellFreight may under no circumstances be held liable for any damage, incident, or failure occurring during transport, loading, unloading, handling, or transit operations.

Consequently, SwellFreight’s liability is strictly and fully excluded for the following events:

  • Total or partial loss, theft, deterioration, damage, destruction, or misappropriation of the transported goods.

  • Delivery delays, missed connections, routing errors, or route changes made by the carrier.

  • Indirect or intangible damages suffered by the Client or third parties, such as operating losses, loss of profit, loss of opportunity, commercial losses, additional storage costs, or late-delivery penalties claimed by third parties.

For any transport-related incident, the Client must pursue its remedies exclusively and directly against the Actual Carrier appointed to handle the shipment flow, in accordance with applicable national or international regulations (e.g., the CMR Convention for road transport, the Warsaw/Montreal Convention for air transport, the Visby Rules for maritime transport).

ARTICLE 4: CLIENT OBLIGATIONS AND DECLARATIONS

The Client is solely responsible for the information provided when requesting a quote or placing an order. The Client undertakes to provide the Broker with clear, accurate, and complete instructions regarding the nature, weight, dimensions, hazardous nature (ADR/IATA standards), and value of the goods.

The Client warrants that the goods are properly packed, packaged, marked, and labeled to withstand the normal conditions of industrial transport and successive handling operations. Any damage resulting from defective, insufficient, non-compliant, or inappropriate packaging shall be the Client’s sole responsibility.

The Client is also solely responsible for providing all documents required to complete customs and regulatory formalities. The Broker may not be held liable for a customs hold or seizure of goods due to the Client’s failure, delay, or error in its declarations.

ARTICLE 5: PRICING AND PAYMENT TERMS

The rates provided by the Broker are calculated based on the information supplied by the Client and the Actual Carriers’ rate schedules in force at the time the quotation is issued.

They may be adjusted unilaterally at any time in the event of changes in economic variables beyond the Broker’s control, such as: fuel prices (“bunker” or “fuel” surcharge), exchange-rate fluctuations, customs taxes, transit duties, or if the actual characteristics of the goods (gross weight, volume, weight/volume ratio) prove to be higher than the initial data stated by the Client.

Unless otherwise formally agreed in writing, all invoices issued by the Broker are payable in full and before the start of the performance of the transport service. Any failure to pay or late payment shall automatically result in the immediate suspension of ongoing services and the application of statutory late-payment penalties.

ARTICLE 6: CARGO INSURANCE

The Broker expressly reminds the Client that Actual Carriers are subject to statutory limitations of liability and regulatory compensation caps per kilo or per package (which are often far below the actual value of the goods in the event of a claim).

It is therefore the Client’s responsibility to take out, if deemed necessary, “Ad Valorem” insurance (cargo damage insurance) covering the actual value of its goods against all transport risks. Upon the Client’s express, prior written request, the Broker may act as an agent to arrange such an insurance policy on the Client’s behalf, with the insurance premium costs billed in full and borne exclusively by the Client.

ARTICLE 7: FORCE MAJEURE

The Broker’s liability may under no circumstances be incurred if the performance of its obligations is delayed, hindered, or prevented by an event of force majeure. The following are expressly considered force majeure events: exceptional adverse weather, natural disasters, general or sector-wide strikes, road, airport, or port blockages, epidemics and pandemics, acts of war, terrorism, or sabotage, decisions by customs or governmental authorities, cyberattacks, or major IT failures affecting transport networks.

ARTICLE 8: OVERALL COMPENSATION CAP

In the exceptional event that the Broker’s personal liability is judicially established for a direct and proven fault in the performance of its sole matchmaking mission (for example: a gross error in transmitting an address or proven negligence), the total compensation due by the Broker to the Client shall be strictly capped.

Such compensation may under no circumstances exceed the amount of the brokerage commission actually received by SwellFreight for the disputed shipment, or a maximum lump sum of EUR 500 per shipment, with the lower amount being mandatorily applied.

ARTICLE 9: GOVERNING LAW AND JURISDICTION

These General Terms and Conditions of Sale and the resulting contractual relationships between SwellFreight and its Clients are governed exclusively by Hong Kong law.

ANY DISPUTE RELATING TO THE INTERPRETATION, PERFORMANCE, OR TERMINATION OF THE CONTRACTUAL RELATIONSHIP BETWEEN THE BROKER AND THE CLIENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF THE BROKER’S REGISTERED OFFICE, EVEN IN THE EVENT OF SUMMARY PROCEEDINGS, THIRD-PARTY CLAIMS FOR INDEMNITY, OR MULTIPLE DEFENDANTS.