Terms and conditions rail transport

1. Scope of application

1.1 These General Terms and Conditions (“Terms”) apply to any and all railway freight transport services (the “Services”) provided by TFK Logistics AB, Swedish company registration number 559283-3155 (“TFK”) to its customers.

1.2 In addition to these Terms,

• domestic railway freight transport shall be governed by the national laws of each country, as the case may be;
• international railway freight transport shall be governed by the rules in the Uniform Rules Concerning the Contract of International Carriage of Goods by Rail (“CIM”);
• NSAB 2015 (General Conditions of the Nordic Association of Freight Forwarders 2015), with the exception of §7 2nd subsection and §19B shall apply in addition to these Terms and form an integral part of the agreement between TFK and the customer. In the event of any conflict between these Terms and NSAB 2015, these Terms shall at all times prevail;
• to the extent applicable given the scope of work, the use of the customers’ railway wagons shall be subject to the terms and regulation laid down in the General Contract for Use of Wagons (“GCU”).
  
  

1.3 The version of these Terms communicated by TFK in anticipation of a Service (and any subsequent Services) shall form an integral part of any agreement between TFK and its customers and shall be deemed applicable to the carriage performed by TFK. The latest released version of these Terms are available on TFK’s webpage (www.tfklogistics.com).

1.4 Any agreements or terms which supplement or deviate from the content of these Terms shall be made in writing and duly signed by both parties to become effective.

2. Offers and Services Agreements

2.1 From time to time, Services may be agreed based on e-mail exchange, hence without a duly signed individual Contract. For such ad-hoc situations, a transport contract shall be deemed to have been concluded through the exchange of TFK’s offer and the customer’s acceptance. Unless such acceptance is made explicitly, acceptance shall be deemed given should TFK be given the assignment to perform a Service. For such situations, Services shall be subject to these Terms, provided that TFK has communicated its acceptance or performance being based thereon such as by reference to these terms in e-mail footers or similar.

2.2 Unless otherwise agreed, the contractual relationship established through entering these Terms shall be deemed to terminate once the Service or cargo of the final transport of a Service (as applicable) agreed has been delivered at the agreed delivery location.

2.3 Services may be performed as Wagon Load, as Unit Load or as Package Freight. Wagon Load is defined as those consignments which are to be carried in one separate wagon. Unit Loads is defined as those consignments which consist of an intermodal transport unit such as containers, trailers, flats and other larger loading units, with or without goods. Package Freight is defined as freight shipped in less-than-Wagon Load or Unit Load lots and billed by the piece.

3. Documentation

3.1 Unless otherwise agreed the wagon lists and/or carriage order shall be submitted electronically via e-mail between the customer and TFK.

3.2 Wagon lists / carriage orders must contain all details required for the correct execution of the Service. TFK shall be able to rely on the information provided by the customer for operational purposes and the customer shall be liable for and compensate TFK for any costs arisen due to inaccuracies in said documentation.

4. Orders and cancellations

4.1 Services under these Terms shall be ordered in writing no later than two weeks before the desired departure, or as per separate agreement made, and are provided by TFK only upon written confirmation. Upon request of a Service, TFK will check and confirm availability of required resources within two working days. Failure by TFK to revert within this time shall be deemed a rejection of the request.

4.2 If Services agreed or otherwise confirmed by TFK are canceled by the customer, the following cancellation fees shall be paid by the customer:

• Cancellation at least 24 hours before the scheduled departure time = 75% of the agreed price .
• Cancellation no later than 12 hours before the scheduled departure time = 90% of the agreed price.
• Cancellation less than 12 hours before the scheduled departure time are charged full price.

All cancellation fees are in addition to possible infrastructure charges, bridge fees or other costs TFK may have incurred due to the agreed Service, which shall be reimbursed by the customer.

5.Use of subcontractors

5.1 TFK shall be entitled to use subcontractors to provide its Services.

6 Delivery to TFK and transfer of risk

6.1 Any cargo shall be delivered by the customer to TFK at the place stipulated on the booking confirmation within the time agreed. The customer shall indemnify TFK for any cost, loss, or expense suffered as a consequence of delay in such delivery.

6.2 Risk and custody of Wagon Loads shall transfer to TFK upon completed and accepted departure check at the place of departure. Risk and custody shall however not transfer in respect of wagons rejected by TFK for whatever reason. Unless otherwise agreed, risk and custody shall transfer back to the customer when the wagons are detached from TFK’s locomotive at the place of delivery.

6.3 Risk and custody of Unit Loads shall transfer to TFK at the time and place when the customer delivers the cargo to TFK. Unless otherwise agreed, risk and custody shall transfer back to the customer upon the delivery by TFK of the Unit Load to the customer or the delivery from TFK to any person acting on the customer’s behalf.

6.4 Risk and custody of Package Freight shall pass to TFK at the time and place when the customer delivers the Package Freight to TFK. Risk and custody shall return to the customer upon the delivery by TFK the Package Freight to the customer or delivery from TFK to any person acting on the customer’s behalf.

7. Loading and unloading

7.1 Wagon Loads shall be loaded and unloaded by the customer. Unit Loads and Package Freight shall be loaded on and unloaded from the train by TFK. The customer warrants that any cargo is lashed and secured properly and sufficiently within a wagon, container, trailer or any other cargo unit used. The customer shall comply with any other loading instructions from TFK, including the specifications of which loading unit to use. The “UIC loading guidelines” – applying as per the version released at the day of transport – shall apply to loading/unloading activities and the customer (or his designated representative) shall be responsible for loading and unloading any Wagon Loads, Unit Loads and consignments.

7.2 The customer acknowledges that TFK has no obligation to check or verify whether the customer has lashed and secured cargo within wagons, containers, trailers or otherwise. However, if there are reason for TFK to question if the loading guidelines has been adhered to, TFK is entitled to take any necessary action. This is particularly the case in the event of (i) a considerable discrepancy between the agreed load and the actual load, (ii) if the actual profile exceeds the profile allowed for the designated route, (iii) the consignment exceeds the total weight permitted, or (iv) if the type of cargo or cargo unit to be transported or the loading process may impair or otherwise affect the carriage. If wagons, containers, trailers or load units are not properly and safely loaded and secured and/or not fit for transport, TFK may reject such wagons or load units.

7.3 The customer shall indemnify TFK for any costs sustained by incorrect loading, cost of correcting or re-loading such consignments correctly, costs arisen due to incorrect or poor packaging as well as for any delay to their delivery or pick-up. The customer acknowledges and accepts that its failure hereunder may lead to extra cargo handling operations, storage and layup as well as increased costs by delaying the intended schedule or the use of another operating carrier than intended. The aforementioned costs are examples and not an exhaustive list.

7.4 If the customer is unable to make a wagon available on time or the recipient is unable to accept delivery of the wagon on time, the customer shall bear the costs incurred

8. Wagons

8.1 If the customer provides wagons for carriage under the scope agreed, such wagons shall be approved for traffic and meet relevant national regulations, as the case may be.

9. Dangerous goods

9.1 Where applicable, the customer shall comply with the relevant provisions for transport of dangerous goods by railway, such as the Swedish act on transport of dangerous goods (lag (2006:263) on transport av farligt gods),  the regulation on International Carriage of Dangerous Goods by Rail which forms Appendix C to the COTIF regulation and any procedures associated thereto and the regulation on transport of dangerous goods issued by the Swedish Civil Contingency Agency (MSB) (MSBFS 2022:4 om transport av farligt gods på järnväg (RID-S 2023).

9.2 With exception of transports related to dangerous goods class 1 “Explosive substances and articles’”, class 6.2 “Infectious substances” and class 7 “Radioactive material”, which TFK does not accept to perform, TFK will only accept or deliver dangerous goods if the relevant documentation provided by the customer in association with the transport are in accordance with the applicable laws and regulations and other possible safety regulation applicable at the time of transport.

9.3 Unless otherwise agreed, TFK does not accept to provide storage for dangerous goods either by stabling loaded wagons containing dangerous goods in transit or in any other way.

9.4 Within the scope of transporting dangerous goods, the customer releases TFK from any obligations that could arise during the carriage or storage of consignments or other dealings with third parties, or that can be traced back to characteristics of the consignment or failure of the customer to act with due diligence. 

9.5 If authorities issue a fine, fee or similar financial charge to TFK for infringements of duties as sender, filler, loader or wagon owner, TFK is entitled to pass on any resulting costs to the customer. The same shall apply to any costs associated with destruction or decontamination, except to the extent TFK is responsible for the event giving cause to such activities.

9.6 It is the responsibility of the customer to ensure that all relevant documentation is provided to TFK well in advance of a transport containing dangerous goods.

10. Waste transports

10.1 The customer shall comply with the relevant provisions for the transport of waste and must ensure that the accompanying forms according to waste legislation are submitted.

10.2 Within the scope of transporting waste, the customer releases TFK from any obligations that could arise during the carriage or storage of consignments or other dealings with third parties, or that can be traced back to characteristics of the consignment or failure of the customer to act with due diligence.

10.3 If authorities issue a fine, fee or similar financial charge to TFK for infringements of duties as sender, filler, loader or wagon owner, TFK is entitled to pass on any resulting costs to the customer. The same shall apply to any costs associated with destruction or decontamination, except to the extent TFK is responsible for the event giving cause to such activities.

10.4 The customer is responsible for the correct classification of the waste compliant with the Basel Convention, the EU-Regulation 1013/2006 and the European list of wastes (2000/532/EC) and relevant national legislation and shall remain liable for any misclassifications.

11. Invoicing and payment

11.1 Invoices are to be paid in full as soon as they fall due, as per the payment conditions. The payment deadline is usually agreed individually. Unless agreed otherwise, a payment term of 10 days after the date of invoice applies. If payment is not made by the due date, the customer shall be deemed in payment default subject to which TFK may charge the customer delay interest on the payment due at a rate of 10% per year.

11.3 Invoices are sent by e-mail to an e-mail address separately agreed between the Parties. Questions pertaining to TFK invoices shall be made out to: rail@tfklogistics.com.

11.4 TFK is entitled to request advance payment or collateral (e.g. bank guarantees) at any time as part of the contractual performance of Services.

11.5 On-time payment shall be deemed a significant contractual undertaking.

11.6 To the extent Services performed by TFK in relation to these Terms are subject to temporary or permanent state aid support, subsidies, benefits, cost reductions or other financial compensation issued by authorities in respect of rail Services, TFK shall be the sole and ultimate beneficiary of any such regime.

11.7 Unless otherwise explicitly agreed in writing, TFK’s prices do not include track access charges (Sw. Spår-, hamn-, eller terminalavgifter) for operations on private railway facilities, e.g. terminals, harbors, shunting yards or tracks managed by municipalities. TFK will charge any such costs to the customer in addition to the price agreed.

12. Insurance

12.1 Property insurance

Each Party shall maintain adequate property insurance covering any assets used during the execution of transports under these Terms. For the purpose of this section 12, an insurance shall be deemed adequate to the extent the policy maintained corresponds to policies customarily maintained by comparable companies for comparable scope under normal market and financial conditions, such policies however always including cover for machinery breakdown, fire and vandalism in respect of such Party’s property.

The insurance shall be taken out at a minimum cover corresponding to the residual value of the insured asset(s). Wagons shall be insured at values no lower than the highest residual value calculable under Appendix 5 of the GCU. Other railway vehicles running on its own wheels, to the extent handed over to TFK for carriage as goods, shall be insured at adequate residual values, calculated according to market practice. The customer shall provide TFK with information on the actual residual values relevant to property insured under this section 12.1.

12.2 Liability insurance

TFK maintains a liability insurance on terms customary and at the liability amounts customary for the Swedish market. The customer recognizes and shall at all times maintain a cargo insurance for damages and losses incurred at the time of transport. TFK does not arrange for such cargo insurance and TFK has no obligation to pay for the premium of such insurances.

13. Liability

13.1 Notwithstanding anything to the contrary set forth herein, the customer shall be liable for any damage caused by a material violation of these Terms or any associated contract, as the case may be and to the extent caused by acts of negligence, gross negligence, willful misconduct or criminal intent. The customer shall furthermore be liable for damage caused by the customer to TFK’s property and/or to third parties’ property for which TFK is or becomes liable, and any direct costs arisen in relation thereto.

13.2 TFK may be held liable for damages only to the extent provided for in these Terms. Any liability restrictions defined in the Convention concerning International Carriage by Rail (COTIF), Annex CIM and CUV, shall apply without further limitations and possible special liability restrictions shall be agreed separately for goods which are particularly difficult to carry or which entail special risks.

13.3 TFK’s liability for damage to transported goods shall be limited in accordance with CIM. Liability for storage of goods is excluded unless explicitly agreed otherwise, in which case TFK’s liability for damage to stored goods shall be limited in accordance with NSAB 2015.

13.4 Timetables communicated to the customer shall not be deemed to constitute agreements on transit periods in the meaning of Art. 16 §1 CIM. TFK shall be liable for delays in accordance with CIM.

13.5 The customer shall be responsible for any and all risks and costs associated with damages caused by wagons provided by the customer to TFK’s property or to third parties’ property for which TFK is or becomes liable and indemnify TFK for any costs or liabilities associated with such damages.

13.6 TFK shall be liable for property damage it causes to (i) wagons or (ii) railway vehicles running on its own wheels if handed over to TFK for carriage as goods, to the extent – and subject to the limitations – stipulated by the COTIF1999 (CIM and CUV) and the GCU.

TFK’s liability pertaining to this section 13.6 is fully conditioned on the customer maintaining property insurance for the damaged wagons or railway vehicle, as relevant, in accordance with section 12.1 above during the entire term of the contractual relationship.

In case TFK causes damage to such insured wagon(s) or railway vehicle, TFK’s liability for damage so sustained by the customer shall be limited to reimbursing the customer for the lower of (i) the proven reasonable cost of repairing the damaged property at a reputable workshop or (ii) cost associated with the deductible applicable under the relevant insurance, as per 12.1 above.

The Parties explicitly agree that the customer waive any and all liability of TFK related to damages caused to wagons supplied by the customer should the customer fail to meet or uphold the insurance requirements set forth in section 12.1 above.

13.7 If the customer provides a wagon whose owner has not acknowledged the GCU, the customer must take full responsibility for this owner as set out by the GCU and relieve TFK of any liability towards the wagon owner or other third parties in the event of an incident or damage.

13.8 Any claims against TFK that exceed the limitations set forth under sections 13.1 – 13.6 in any way, shape or form shall be explicitly excluded and deemed fully and finally waived by the customer.

13.9 The customer shall be liable for its errors and omissions, and for those of its affiliates and subcontractors, in particular for all consequences arising from incorrect packing and loading or from incorrect, imprecise or omitted information in the carriage order, customs forms or maintenance details.

13.10 In the event the Service gives rise to claims towards an infrastructure owner or other third parties, the customer undertakes to provide TFK with the support and/or documentation reasonably required to pursue such claims. The support shall be provided free of charge and not be unreasonably delayed.

14. Limitation period

14.1 All claims against TFK shall be subject to a one-year limitation period and the further limitations for presenting claims that are set out in CIM, upon which time the customers right to forward claims shall be deemed fully and finally expired. The limitation period commences at the time the cargo is delivered or, in the event of loss, damage or delay, from the day on which delivery should have been made.

15. Termination

15.1 Any Services governed by these Terms may be immediately terminated by either party giving written notice if the other party (failing party):

• commits a material breach or repeated material violations of these Terms and where such breach is not remedied within ten (10) working days from notice thereof, provided however that the failing party has not presented a remedy plan reasonably acceptable to the non-breaching party;
• enters into or applies for bankruptcy, receivership, liquidation or a composition with its creditors or otherwise becomes insolvent;
• lacks insurance cover according to section 12 above

15.2 In case of non-payment and where payments (in full or in part) are delayed more than five (5) days, and where such delay is not based on reasonable grounds notified in writing, TFK may, following written notification thereof, immediately cancel all or part of the Services executed with reference to these Terms. The customer shall be liable towards TFK for any such cancelled Services and any damages sustained.

In the event of disputes associated with invoices or payments, the customer shall have no right whatsoever to withhold undisputed or unreasonably disputed amounts.

16. Amendments

16.1 No addition, amendment or modification to the Services governed by these Terms shall be valid unless made in writing and signed by authorized signatories of both parties.