1 . Areas of application

• These logistics terms and conditions encompass a wide range of supplementary logistics services. These services cover activities conducted on behalf of the principal or third parties designated by the principal. Such activities may include, but are limited to, order acceptance (via a Call Center), goods handling, customization of products tailored to specific regions or customers, assembly, repairs, quality inspections, pricing labelling, shelf management, installation, or implementation of goods. Additionally, these terms and conditions cover activities associated with planning, execution, monitoring, and management of orders, processes, sales, returns, disposals, recycling, and information technology services.
• The term "principal" refers to the party that instructs its contracted partner to provide logistics services, either on its own behalf or on behalf of third parties.
• The term "service provider" designates the party that has been entrusted with the responsibility to deliver logistics services.
• In situations where there is a conflict or uncertainty regarding the applicable terms and conditions, these logistics terms and conditions shall take precedence over The Zambia Chartered Institute of Logistics and Transport Terms and Conditions, if agreed upon.
• It is important to emphasise that these logistics terms and conditions are not applicable to contracts involving end-users.

2 . Electronic data exchange

• Each party has a right to create, transmit, and exchange statements and notifications electronically, including electronic data exchange, provided that the sender's identity is identifiable. The sender is responsible for the accuracy and security of the transmitted data.
• When communication between two data processing systems requires the use of a shared IT-interface provided by the logistics provider, the costs associated with necessary work shall be borne by the principal. Additionally, both parties are obligated to implement standard security measures, oversee the process, and protect electronic data exchange against unauthorised third-party access. They must also take measures to prevent unauthorised manipulation, loss, or destruction of electronically transmitted data.
• Each party is required to designate one or more contact individuals to receive information, statements, and inquiries related to the contract. The names and contact details of these representatives must be shared with the other party. In the event that a party fails to appoint a contact person, the individual who signed the contract on behalf of that party shall be assumed to fulfil this role.
• Documents produced electronically or digitally shall hold the same legal standing as traditional written documents.

3 . Confidentiality

• Both parties are obligated to treat non-publicly accessible data and information as confidential, using them exclusively for their intended purpose. Only data and information necessary for third parties, such as insurers or sub-contractors, to fulfil their respective responsibilities may be disclosed to them. The principles of maintaining the confidentiality of electronic data and information also apply in this context.
• The confidentiality requirement does not apply to data and information that must be shared with third parties, especially public authorities, due to legal obligations. In such cases, the party with the obligation to share this data must promptly inform the other party about this legal requirement.

4 . Obligations of the principal, protection of intellectual property

• The principal , particularly when acting as the “system leader“ and determining the procedures for which the service provider has been engaged, is obligated to:
  • Provide all necessary items, information and authorisations essential for the performance of the logistics services.
  • Offer appropriate assistance, including the provision of products and materials.
  • Inform the service provider about specific characteristics of goods, procedures, and any legal or other obligations associated with them.
  • Provide training courses for their staff when deemed necessary.
  • Develop and regularly update descriptions of procedures and materials, including assembly instructions, construction plans, and other relevant plans.
  • Monitor the adherence to these procedures and materials by the service provider.

These provisions and collaborative efforts must be executed in their entirety and within specific timelines. This also encompasses the timely sharing of all information required for optimal capacity planning.

• The documents provided under section 4.1 remain the intellectual property of the principal. The service provider is not granted the right to seize or withhold these documents.

5 . Duties of the service provider

• The service provider is obligated to deliver their services in alignment with the instructions provided by the principal in Section 4. While the service provider has the right to monitor these instructions, they are not obliged to do so.
• In cases where the service provider offers logistics services as part of the principal's operations or as per their instructions within a third party's operations (e.g., shelf servicing), the service provider must perform these services based on the principal's instructions and assume the associated risks.
• Furthermore, it is the responsibility of the service provider to promptly inform the principal of any objections or anomalies encountered while fulfilling their contractual obligations. They must diligently document these issues.

6 . Hindrances, force majeure

• Unforeseen obstacles that are beyond the control of either party release them from their obligation to fulfil their duties during the duration and scope of such impediments. These hindrances may include, but are not limited to, events such as strikes, lock-outs, force majeure events, civil unrest, war, terrorist activities, actions taken by public authorities, or any other extraordinary, unavoidable, and significant occurrences.
• If an exemption applies as described in Section 6.1, both contracting parties are required to:
  • Promptly notify the other party of the hindrance or force majeure event.
  • Make reasonable efforts to minimise the impact on the other party, taking into account practical and feasible measures.

7 . Modifications of the contract

• Agreements regarding prices and services are explicitly linked to the specific services outlined in the contract and are based on a generally consistent volume of goods and activities. These agreements are established under the assumption that the requirements for data processing, quality commitments, procedural instructions, energy costs, personnel expenses, and public charges remain unchanged.
• If conditions specified in Section 7.1 undergo modifications, either party has the right to propose negotiations aimed at amending the contract. Such modifications shall become effective at the beginning of the month following the month in which the request was submitted, unless the changes were already known to the party making the request at the time of the original agreement. Any alterations to the contract must be based on identifiable changes, including efficiency enhancements.
• If the contracting parties fail to reach consensus on the proposed changes within one month after the request was initiated, either party has the option to terminate the agreement. Termination shall require one month's notice for contracts with a duration of one year or three months' notice for contracts with a longer term. Such termination may only be invoked within one month following the unsuccessful attempt to modify the contract.

8 . Settlement, retention

The ability to offset against outstanding payments or exercise retention stemming from a contract for logistics services under section 1.1, as well as other claims, is permissible only if no valid and substantiated objection has been raised.

9 . Right of seizure and retention, ownership

• The ability to offset outstanding payments or exercise retention arising from a contract for logistics services under section 1.1, as well as other claims, is permissible only when no valid and substantiated objection has been raised.
• The service provider can exercise their right of lien and retention concerning other contracts entered into with the principal for logistics services in accordance with Section 1.1 only if the matter is uncontested or if the principal's financial standing poses a risk to the due payments for the service provider.
• The principal retains the entitlement to prevent the enforcement of the lien by offering suitable security to the service provider, such as a bank guarantee.
• The provisions outlined in section 4.2 remain unaffected by these clauses.
• If, during the fulfilment of their obligations as detailed in Section 1.1, the service provider transfers ownership of goods to the principal, ownership shall remain with the service provider until full payment has been received.

10 . Acceptance, deficiencies, and delays

• If formal acceptance of a logistics service is required by the principal, it may be conducted through various means, given the collaborative nature of logistics services. This may include utilisation, resale, further development, delivery to the principal, or third parties designated by the principal. In cases where formal acceptance is impractical, the service shall be considered completed, thereby constituting acceptance.
• The principal is obligated to promptly communicate any evident deficiencies to the service provider at the time of acceptance. Such notification should be submitted in written or electronic form, as outlined in Section 2. A notification shall be considered complete if it is dispatched on time and successfully reaches the service provider.
• In the event that the principal fails to notify the service provider, the logistics service shall be deemed to have been executed in accordance with the contract, except in cases where the service provider deliberately concealed information regarding the deficiency.
• Claims related to delays will be considered invalid if the principal does not communicate them to the service provider within twenty-one days following the provision of the service.

11 . Deficiency claims by the principal

• The determination of a service deficiency is subject to the terms of the contract and relevant legal provisions. The service provider only offers guarantees for specific attributes or durability if explicitly specified in the contract.
• In the event of a deficient logistics service, the principal has the right to demand rectification of the deficiency. The principal can choose between having the deficiency remedied or receiving a new delivery/provision. If an initial attempt to rectify the deficiency proves unsuccessful, the principal is entitled to a second attempt. No further claims for deficiency rectification can be made beyond this point.
• If two attempts to rectify the deficiency are unsuccessful, or if the nature of the service makes deficiency rectification impractical, the principal has the following rights regarding rebates, cancellation, and compensation.
  • A rebate claim by the principal is limited to the remuneration corresponding to the contested, deficient logistics service.
  • If the principal opts for cancellation, it applies solely to the deficient logistics service. Additionally, if the conditions outlined in Section 12 are met, the principal may choose extraordinary termination.
  • Subject to the terms specified in Section 13, the principal may request compensation in lieu of service performance.

12 . Extraordinary termination

• If one of the parties repeatedly breaches significant contractual obligations, resulting in significant operational disruptions, the other party has the right to terminate this contract with reasonable notice. However, prior to termination, the party seeking termination must provide notice to the other party, allowing them reasonable time to rectify the violation of their duties. Termination may be pursued if the specified time elapses without the other party fulfilling their duty.
• The right to extraordinary termination for important reasons remains unaffected.

13 . Liability of the service provider

• The service provider shall be liable solely in cases where the damage directly results from their actions. Their legal and contractual liability is restricted to foreseeable and typical damages.
• The exemptions and limitations of liability mentioned above also extend to claims beyond the scope of the contract against the service provider, their employees, and other parties assisting them in their work.
• The above mentioned exemptions and limitations of liability do not apply to.
  • Instances of fatal injuries, personal injuries, and health related harm
  • Legal obligations related to liability under the product liability laws.
• The parties have the option to mutually agree to replace the specified maximum liability amounts with different figures by paying an additional liability surcharge.

14 . Right to safeguard by the service provider

• The principal is required to indemnify and protect the service provider, as well as individuals or organisations in their employ, against all claims arising from the product liability legislation and other regulations designed to protect third parties. However, this obligation does not apply if the service provider or individuals /organisation in their employ are found to have caused the third party claim through gross negligence or intent.

15 . Limitation

• Any claims arising from a contract, as specified in Section 1.1, shall expire after one year.
• The limitation period for all claims begins on the day of delivery or acceptance in accordance with Section 11.1.
• The above limitation does not apply
  • in cases of fatal injury, personal injury, damage to health or
  • When legislation governing limitation takes precedence.

16 . Liability insurance for the service provider

• The service provider is obliged to arrange and maintain liability insurance coverage with an insurer of their choice at market rates, sufficient to cover their liability as specified under Section 13.
• It is permissible to agree on a maximum compensation amount per claim and per year, as well as to agree on a contribution of the service provider to claims settlement.
• Upon the principal’s request, the service provider must provide evidence of the liability insurance coverage, along with confirmation from the insurer.

17 . Place of performance, place of jurisdiction and legislation to be applied

• The place of performance for all participants shall be the location of the branch office of the service provider that received the instruction.
• For any disputes arising from the contractual relationship or related to it, the place of jurisdiction for all participants, except private individuals, shall be the location of that branch office of the service provider that received the instruction. In the case of claims against the service provider, this shall exclusively serve as the place of jurisdiction.

18 . Conclusions

• In determining the total compensation to be paid by the service provider, several factors must be taken into account. These factors include the financial situation of the service provider, the nature, extent, and duration of the business relationship. It is crucial to note that the compensations, costs, and expenses borne by the service provider should be reasonably proportionate to the revenue they generated from the services provided to the principal.
• In the event that one contractual party fails to fulfil their financial obligations or becomes subject to insolvency proceedings, the other party retains the right to terminate the unfulfilled portion of the contract.
• Should any provision within these Logistics General Terms and Conditions be deemed invalid or rendered invalid, it shall not affect the validity of the remaining provisions within the contract. In such a scenario, the contracting parties are obligated to replace the invalidated provisions with alternatives that align as closely as possible with the original intent.