General conditions for logistics services

These General Conditions for logistics services constitute a binding part of the service contract entered into between the client and the company, with the parties committing to their strict compliance.

SCOPE OF APPLICATION OF THESE CONDITIONS

These general conditions apply to all logistics services offered by Sea Air and Land LOGISTICS SOLUTIONS S.L. (Tax ID: B10618965), hereinafter SEALLS, whether in its capacity as a Freight Transport Operator, freight forwarder, carrier, customs agent, Authorized Economic Operator, warehouse keeper, logistics provider, or any other activity it may provide and in which these conditions are applicable.

These general conditions are available to clients and the general public on the company's official website: www.sealls.es.

Furthermore, they are registered in the Deposit Book of the Registry of General Contracting Conditions of SEALLS, deposited at the Mercantile Registry of Vizcaya.

 

DEFINITIONS

  • Company: Refers to Sea Air and Land LOGISTICS SOLUTIONS S.L. (SEALLS), as well as the different branches, offices, delegations, agents, and representatives of the group.
  • Client: Refers to the natural or legal person for whom the company provides its logistics and transport services.
  • Shipper/Sender: Refers to the person who contracts in their own name for the performance of a transport and toward whom the carrier is obliged to carry it out.
  • Carrier: Refers to the person who assumes the obligation to carry out the transport in their own name, regardless of whether they execute it by their own means or contract its performance with other parties.
  • Recipient/Consignee: Refers to the person to whom the carrier must deliver the goods at the place of destination.
  • VGM (Verified Gross Mass): Means Verified Gross Mass, as established in the SOLAS Convention (amendment in force since 07/01/16) and in the "Container Weight Verification" also contained in the "IMO Guidelines, Section 6".

1. GENERAL PROVISIONS

  • 1.1. In the absence of specific and express instructions in writing, SEALLS may choose the routes, means, and modes of transport that, in its judgment, are the most appropriate to carry out the transport and/or delivery of the goods under the best conditions.
  • 1.2. Goods shall always be shipped at the risk and expense of the sender and/or recipient ("freight collect" or according to the agreed Incoterm), and transport insurance will be covered by SEALLS only when specific, express, and written instructions are received from them, along with the acceptance of the payment of the corresponding premium.
  • 1.3. If the consignee or recipient does not take charge of all or part of the goods upon arrival, they will be deposited at the expense, charge, and risk of the sender or whoever it may concern, subject to the provisions of applicable legislation or, where appropriate, the commercial customs observed at the place of delivery.

2. DESCRIPTION OF GOODS AND PACKAGING

  • 2.1. The client guarantees to SEALLS the accuracy of the declaration of the goods regarding their characteristics, description, marks, numbers, quantity, weight, and volume. The sender and/or recipient shall be jointly and severally liable for losses, damages, breakdowns, and/or penalties that the inaccuracy of the aforementioned data may cause to third parties, as well as those derived from inadequate, defective, or poorly used packaging that causes damage or harm to the goods, handling equipment, or means of transport, even when such inaccuracies or deficiencies appear in operations not directly executed by SEALLS, who shall also be indemnified for all additional expenses incurred for such reasons.
  • 2.2. Loading orders for dangerous goods (ADR, IMDG, IATA) must be pre-notified by the shipper at least 24 hours before the deadlines required for conventional goods. Every shipment of dangerous goods must strictly comply with the international regulations applicable and in force at any given time. The sender is solely responsible for complying with the applicable legality regarding packaging, documentation, marks, waybills, and any other requirement necessary for the transport of said goods, expressly exonerating SEALLS from any liability derived from their non-compliance toward authorities or third parties.
    In case of omission or insufficient information, the sender shall be liable for all damages caused by the goods. SEALLS shall be entitled to reimbursement for the expenses caused for such reason and shall be exempt from any liability if the goods have to be unloaded, destroyed, neutralized, or rendered harmless, as circumstances require and without any right to compensation.
  • 2.3. The guarantees and obligations of the shipper set forth in the preceding points are extended in the case of shipments to the United States of America (USA). The prior information requirements and documentation necessary for importation into that country, as required by customs authorities at any given time, are the exclusive responsibility of the shipper, who shall be liable for their accuracy and timeliness. Furthermore, the shipper must bear all costs, damages, and losses that may arise from any non-compliance, without SEALLS being liable for the consequences derived from the failure to inform US Customs of the nature of the shipment within the prescribed period or from failures in the import documentation. In case of omission or insufficient information, the shipper shall likewise be liable for the damages caused.
  • 2.4. SOLAS Container Weight Declaration: The shipper (understood as the loader, exporter, importer, holder of the bill of lading, owner, and/or possessor of the goods) guarantees the total correctness of the declaration of the content, weight, and, especially, the weight verification certification for the purpose of complying with the SOLAS Convention. The shipper must indemnify SEALLS and hold it harmless against any loss, damage, or expense (including attorney fees and other legal or administrative defense costs) arising or that may arise from defects, errors, or inadequacies in the container weight declaration by the shipper.
  • 2.5. Under the framework of the Direct Air Waybill (DAWB) issued by IATA effective July 1, 2026, SEALLS shall not assume any liability toward airlines regarding incorrect cargo declarations made by the contracting party, for dangerous goods hidden from the carrier, or for packaging failures, these cases being the exclusive responsibility of the contracting party. In the event that airlines or carriers claim for such concepts from SEALLS, the contracting party shall directly assume the responsibility, immediately reimbursing the amounts claimed to SEALLS for said concept.

3. LIABILITY

  • 3.1. SEALLS is liable for damages resulting from the loss, damage, or delay in the delivery of the goods if the event that caused the damage took place between the time it took charge of the goods and the time their delivery was made at the destination. However, SEALLS shall be exonerated from liability for facts or acts resulting or derived from:
    • Faults or negligence of the sender, the shipper, or the recipient.
    • Natural shrinkage, inherent vice of the goods, or insufficient packaging not performed by the Company.
    • Strikes, lock-outs, or other labor disputes affecting the service in whole or in part.
    • Force majeure, natural disasters, extreme weather phenomena, robbery with violence, sabotage, war, or any other cause that SEALLS could not have avoided or whose consequences it could not have prevented through the use of reasonable professional diligence.
  • 3.2. SEALLS shall not be liable for the fulfillment of instructions given after the issuance of shipping, transit, or transport documents, nor for any contingency or extra cost derived from such subsequent instructions.
  • 3.3. When the liability of SEALLS derives from facts or acts occurring during the execution of the road, rail, sea, or air transport phases, or in storage warehouses, the liability of SEALLS may in no case exceed that assumed toward it by the actual railway, shipping, or airline companies, road carriers, storage warehouses, or any other intermediary involved, in accordance with the applicable regulations, laws, and international conventions in force.
  • 3.4. When multimodal transport is carried out (by two or more different means of transport), the liability of SEALLS shall be governed by the regulations applicable to the phase or mode of transport in which the damage occurred. In the event that the phase of the journey in which the damage occurred cannot be accurately determined, the liability of SEALLS shall be decided and limited in accordance with the provisions of Law 15/2009, of November 11, on the contract for the land transport of goods. Likewise, formal protests and claims for losses, damages, or delays shall be governed by the rules of the mode of transport in which the delivery is made or should be made.
  • 3.5. In no case shall SEALLS be liable for loss of profits, consequential damages, indirect losses, exemplary or punitive damages, and specifically there shall be no liability of SEALLS for business interruptions, production depreciation, market losses, loss of business or sales resulting directly or indirectly from delays, losses, thefts, damages, or breakdowns of the goods.

4. LIMITATION OF LIABILITY

  • 4.1. The liability of SEALLS for loss or damage to the goods is limited, at most, to the amounts legally established in the current regulations:
    • 4.1.1. National Land Transport: The limitation provided for in Article 57 of Law 15/2009 shall apply, set at one-third of the daily IPREM per kilogram of gross weight of damaged or lost goods.
    • 4.1.2. International Land Transport (CMR Convention): The limitation of 8.33 Special Drawing Rights (SDR) per kilogram of gross weight of damaged or lost goods shall apply.
    • 4.1.3. International Sea Transport: The limitation provided for in the Visby Rules (according to the Maritime Navigation Law) shall apply, limited to the amount that is greater between 666.67 SDR per package or unit of cargo lost or damaged, or 2 SDR per kilogram of gross weight of the affected goods.
    • 4.1.4. National Sea Transport: The same limitation of liability as provided in the previous section for international sea transport shall apply.
    • 4.1.5. Air Transport (Montreal Convention): The limitation of 26 SDR per kilogram (in accordance with the conventional text and its applied modifications) of gross weight of damaged, lost, or delayed goods shall apply.
  • 4.2. If SEALLS is held liable for damages resulting from delay in delivery, or for any indirect loss or damage other than direct damage to the goods, its maximum liability shall be limited to a sum not exceeding the price of the corresponding transport under the transport contract concluded with the Company.
  • 4.3. The cumulative liability of SEALLS for all concepts may in no case exceed the limits set for the total loss of the goods under these general conditions.
  • 4.4. These limitations of liability shall apply to all claims directed against SEALLS, regardless of whether the claim is based on contractual, extra-contractual, or any other type of liability.
  • 4.5. Deposit and Storage of Goods: In the event that SEALLS provides a deposit or storage service for goods, its maximum liability shall be limited in accordance with the provisions of the LOTT (Chapter I of RD 1211/90, applicable to auxiliary and complementary transport activities), limited to one-third of the IPREM per kilogram of gross weight of damaged or lost goods.

5. TRANSPORT INSURANCE

  • 5.1. It is expressly stated that the client/contracting party of the service may request from SEALLS the subscription of a supplementary insurance contract or full damage coverage ("All-Risk Transport Insurance") covering the real value of the transported goods. To do so, they must request it in writing with sufficient notice, declare the value of the goods, and pay the corresponding insurance premium. In the event that the client decides not to subscribe to said supplementary insurance and pay the corresponding premium, the contracting party assumes all risks that the goods may suffer during their land, air, or sea transport beyond the legal limits set forth herein (travel at the client's own risk and venture).

6. PRICE OF THE CONTRACTED SERVICES

  • 6.1. Transport, customs, storage, and other services subject to the activity of SEALLS are understood to be contracted in accordance with the rates in force at the time of contracting or the formal quotes issued and accepted. In the absence of applicable written rates or quotes, contracting will be carried out at the usual or market prices corresponding to the place where it is performed.
    Additional expenses (such as delays, occupations, BAF/CAF fuel surcharges, physical customs inspections, extra positioning, or other similar ones) that occur as a result of facts or circumstances subsequent to the date of contracting or the date of issuance of the shipping or transport documents, shall be solely for the account of the clients, provided they are duly justified and are not due to the exclusive fault or negligence of SEALLS.
  • 6.2. Payment for any expenses, rates, and services provided by SEALLS shall be made in cash, unless there are special credit conditions previously agreed upon and formalized in writing.
  • 6.3. Right of Pledge and Retention: SEALLS holds a right of pledge, retention, and preventive seizure over all the client's goods in its possession for any sums due to it, not only for the service of the specific goods retained but for any other past debts accumulated for previous services contracted by the same sender, recipient, or their representatives. SEALLS may assert its right of pledge by any means admitted by law in the place where said rights are exercised, or failing that, in the place of shipment or delivery. If the goods are lost or destroyed, SEALLS holds an identical right of retention and priority collection over the compensations paid by insurance companies, transport companies, or others.
  • 6.4. In case of delay or postponement in the payment of invoices by the client, the debtor shall be obliged to the automatic payment of the commercial late payment interest set by Law 3/2004, of December 29, on measures to combat late payment in commercial operations, without the need for prior notice, in addition to the bank return or recovery costs that may arise.
  • 6.5. Any postponement in the payment of invoices shall be subject to the credit limit set discretionally and unilaterally by SEALLS, being an exclusive prerogative of the Company. In compliance with current regulations, such postponements may in no case exceed a maturity of 60 days from the date of the invoice or the performance of the service. SEALLS may unilaterally and automatically suspend or cancel the credit conditions granted if the client exceeds their authorized risk limit, or if there are well-founded signs of insolvency or lack of liquidity of the client, and SEALLS may demand immediate cash payment to proceed with the withdrawal or delivery of the goods.
  • 6.6. The client may not withhold, offset, or refuse payment of invoices for services provided by SEALLS alleging pending claims for damages, breakdowns, or delays in the goods. The corresponding insurance and accident claims shall be managed and settled completely independently of the obligation to pay for the transport service.
  • 6.7. The client is obliged to pay the price of the transport service and any duly justified additional expense incurred on the occasion of the transport. In particular, the shipper and the recipient/consignee shall be jointly and severally liable toward SEALLS for the costs caused by delays in the loading or unloading of goods, as well as for delays in the return of containers or equipment to the port of destination or terminal.

7. SUPPLIERS AND SUBCONTRACTORS

  • In accordance with the Sixth Additional Provision of Law 9/2013, of July 4, modifying the LOTT (BOE of 07-05-2013), land transport suppliers collaborating with SEALLS guarantee and expressly accept that they are prohibited from subcontracting with third parties the land transport entrusted to them by SEALLS.
    In case of breach of this prohibition, the carrier or supplier guarantees that they will keep their subcontractors and direct collaborators fully up to date with payments. In the event that SEALLS is required to assume any type of payment liability (including the direct collection action of the actual carrier regulated in transport legislation), the supplier shall reimburse and hold SEALLS harmless from such payments, including damages, interest, and legal defense costs. Furthermore, they shall pay as a penalty clause an amount equivalent to triple the amount actually paid by SEALLS to the claiming subcontractor. Breach of this clause shall entitle SEALLS to the immediate and automatic termination of any current contractual relationship with the supplier.
  • Furthermore, the contracted suppliers strictly oblige themselves to:
    • (i) Be up to date in the payment of all their tax duties, mandatory activity and cargo insurance (LOTT/CMR), salaries and, in general, all social and labor obligations of their personnel, releasing SEALLS from all administrative, civil, or labor liability. The Company may at any time require documentary proof of such compliance (certificates from the Tax Agency, Social Security, REA, etc.). If not proven, SEALLS may terminate the contract and/or provisionally withhold pending payments until the situation is rectified.
    • (ii) Execute their work strictly according to the instructions received from SEALLS. The prohibition of parking the loaded vehicle overnight or during rest periods in parking lots or service areas that do not have physical surveillance systems and perimeter fencing is expressly established.
    • (iii) Execute the transport services within the periods and dates indicated in the loading order, keeping SEALLS permanently informed of any incident or delay that may affect the transport.

8. NOTIFICATION OF CLAIMS AND STATUTE OF LIMITATIONS

  • 8.1. No legal action or claim may be brought against SEALLS for losses, damages, or delays in the goods if, at the time of delivery of the shipments, the corresponding reservations have not been formalized in detail on the delivery note, waybill, or CMR. In the case of hidden losses or damages (not externally visible), the written claim must be made within the periods strictly established in the legislation of the corresponding mode of transport (7 days for national land transport, 7 calendar days for the CMR Convention excluding Sundays and holidays, 3 days for sea, and 14 days for air for damages).
  • 8.2. All liability claim actions relating to the transport and logistics services provided by SEALLS prescribe or expire in the period of time indicated by the National Land Transport Contract Law or the International Conventions regulating the specific mode of transport (sea, air, or multimodal) in which the service is provided (in general, the limitation period is one year from the delivery of the goods or the scheduled delivery date). The calculation and interruption of the limitation period shall be strictly governed by the provisions of said legislation and conventions.

9. JURISDICTION AND APPLICABLE LAW

  • For any controversy, litigation, discrepancy, or legal claim derived from the interpretation, compliance, or execution of these General Conditions of Logistics Services or the contracts signed under their protection, the sender, shipper, and recipient expressly and by mutual agreement submit to the exclusive jurisdiction of the Courts and Tribunals of Bilbao (Vizcaya - Spain), expressly waiving any other jurisdiction that might correspond to them. The applicable law in all cases shall be Spanish substantive legislation and the International Conventions signed by the Kingdom of Spain.

10. PERSONAL DATA PROTECTION (GDPR / LOPDGDD)

  • Sea Air and Land LOGISTICS SOLUTIONS S.L. (SEALLS), as Data Controller, informs that the personal data of the client, their representatives, and contact personnel will be treated with absolute confidentiality and for the sole purpose of managing the contractual, administrative, and commercial relationship for the provision of the entrusted logistics, customs, and transport services, as well as for the resolution of queries and management of incidents.
  • The legal basis that legitimizes the processing of the data is the execution of the contract itself and the legitimate interest of the Company for the development of its international commercial activity. The data will not be transferred to third parties outside the operation except by legal obligation or in those cases strictly indispensable for the development of the international transport operation (communication to shipping lines, airlines, consignees, actual carriers, and customs authorities of the country of origin and destination).
  • The data will be kept during the legal and fiscal limitation periods in force for the requirement of possible contractual liabilities.
  • At any time, interested parties may exercise their rights of access, rectification, erasure, objection, restriction of processing, and portability by sending a letter by email to info@sealls.es or by directing a physical request by postal mail to the company's fiscal headquarters: C/ San Vicente, 8, Edificio Albia I, Planta 3 - 48001 Bilbao (Spain), indicating as reference or subject on the envelope or message: "DATA PROTECTION" and sufficiently identifying their identity.