Drafting General Terms and Conditions for Transport Companies

As a transport company, you transport goods daily whose value is often many times higher than the freight rate you charge. Without comprehensive general terms and conditions, you bear the full risk: in the event of damage, loss, or delay, a client can, in principle, hold you liable for the actual damages. Good terms and conditions limit that liability, specify the transport conditions under which you operate, and prevent you from being tied to your client's purchasing terms.

Moreover, in the transport sector, general terms and conditions are more than just a formality. For national road transport, the General Conditions of Carriage (AVC 2002) are generally declared applicable, and for cross-border road transport, the CMR Convention applies mandatorily. Those providing forwarding, warehousing, or broader logistics services also require terms and conditions tailored to those activities. Having your own general terms and conditions ensures that all these conditions are included in your agreements in the right place and in the right way.

The type of transport determines which legal framework applies. For domestic road transport, you can declare the AVC 2002 applicable. These conditions supplement Book 8 of the Dutch Civil Code and regulate, among other things, the consignment note, payment of freight, set-off, suspension, and the right of retention. Under the AVC, compensation per kilogram is limited, thereby limiting your liability in the event of damage to or loss of the cargo.

The CMR Convention is mandatory for international road transport. You cannot contract away the CMR; therefore, your general terms and conditions must align with it rather than conflict with it. The CMR has its own liability limit expressed in SDR (Special Drawing Rights) per kilogram. An important point of attention is that your terms and conditions clearly state which regime applies when, so that no disputes arise if a trip is partly domestic and partly cross-border.

General terms and conditions bind your client only if you properly declare them applicable and make them available. Pursuant to Article 6:233 of the Dutch Civil Code, a clause may be annulled if you have not offered your counterparty a reasonable opportunity to become acquainted with the terms. Article 6:234 of the Dutch Civil Code specifies how you comply with this requirement of making them available: in principle, by handing over the terms to the counterparty before or at the time of concluding the agreement, or, in the case of electronic contracting, by making them available digitally.

For a transport company, this concretely means that you state the applicability of the AVC and your own terms and conditions in your quotations, order confirmations, and on the consignment note, and that you send the full text along or make it demonstrably available. If you fail to do so, you run the risk that your limitation of liability will fail precisely when you need it most: in the event of a major damage claim.

The core of transport terms and conditions is limiting liability. You may not exclude your liability without limitation, but you may limit it to the customary limits per kilogram and to direct damage. As a rule, you exclude consequential damage, business interruption at the client's premises, and lost profits. In addition, you specify for which causes you are specifically not liable, such as defective packaging, loading, or stowage by the client, the nature of the goods, and spoilage of temperature-sensitive cargo when conditioned transport has not been agreed upon.

Note the legal limit: vis-à-vis consumers, the black list (Article 6:236 BW) and the grey list (Article 6:237 BW) apply, which prohibit certain limitations of liability or presume them to be unreasonably burdensome. A carrier primarily engaged in business transport has more leeway, but even vis-à-vis entrepreneurs, the requirement remains that a clause must not be unreasonably burdensome within the meaning of Article 6:233 BW. Conscious recklessness or intent can override a limitation of liability; this cannot be contracted around.

Transport involves risks that are not included in general terms and conditions of delivery and that your terms must specifically address. Examples include cargo damage and theft during transport and at the depot, delay damages for which compensation equal to the freight price may apply under the General Terms and Conditions of Delivery, and disputes regarding responsibility for loading, unloading, and stowage. Unpaid freight invoices are also a recurring risk; your right of retention and lien on the cargo provide you with leverage in such cases.

If, in addition to transport, you also perform storage, transshipment, or forwarding, you require provisions tailored to those activities, as liability and applicable conditions differ from those for pure transport. Subcontracting trips to charterers requires a pass-through clause so that the same terms and limits apply throughout the entire chain and you do not fall between the cracks if a carrier engaged by you causes damage.

You are not obliged to file your general terms and conditions, but it can be practical. By filing with the Chamber of Commerce or the court, you unambiguously establish which version was in effect at which time. In the event of a dispute, this helps to demonstrate which text applied. However, filing never replaces the provision of the terms and conditions: even with filed terms and conditions, you must still offer your client a reasonable opportunity to review them; otherwise, the risk of annulment under Article 6:233 of the Dutch Civil Code remains.

If you frequently work with changing clients, a consistent working method is more important than the filing itself: consistently state their applicability, send the text along, and retain proof thereof. This way, you build a file that allows you to uphold your terms and conditions in legal proceedings.

General terms and conditions for a transport company are tailor-made: they must align with your activities (national or international transport, warehousing, forwarding), the specific transport conditions, and your contracting methods. A standard template from the internet rarely covers these specific risks and can actually make you vulnerable when it matters most. Our legal experts draft terms and conditions that are legally sound, correctly incorporate AVC and CMR, and limit your liability as much as possible within the limits of the law.

With us, you know exactly where you stand in advance: a fixed price upfront, no hourly billing, and a document tailored to your company. If you would like to have your general terms and conditions for your transport company drafted or reviewed, please contact us for a suitable proposal.