General Terms and Conditions

The original document is issued in Spanish and English. In the event of any discrepancy of interpretation, the Spanish version prevails to the extent permitted by law (clause 23.1).

Version 1.3 - August 2026. These General Terms and Conditions form part of the contractual documentation of SISTREL GESTION, S.L.U. (hereinafter, “SISTREL”) and must be read together with the specific terms of each quotation, offer, transport order or service. They are intended for business-to-business and professional relationships (B2B).

0. Scope, B2B nature and order of precedence

0.1 These General Terms and Conditions apply to services contracted with SISTREL by clients acting in the course of their business or professional activity (B2B). If mandatory consumer-protection rules exceptionally apply, such rules shall prevail to the extent required.

0.2 In the event of conflict, the following order of precedence shall apply: (i) the specific terms expressly accepted in the quotation, offer, transport order or contract; (ii) these General Terms and Conditions; and (iii) applicable default rules. Mandatory national or international rules shall prevail in all cases.

1. Purpose and contractual position of SISTREL

1.1 These Terms govern the organisation, contracting and management of national and international carriage of goods, logistics and ancillary or related services offered by SISTREL.

1.2 SISTREL acts as a transport operator and may entrust all or part of the physical performance of the services to third parties. In accordance with Spanish Law 15/2009, where SISTREL contracts carriage in its own name, it shall assume vis-à-vis the Client the legal position and liabilities imposed by applicable law, even where the physical carriage is performed by one or more actual carriers. The commercial description of SISTREL as an operator or intermediary shall not exclude any mandatory liabilities arising under applicable law.

2. Scope of the quotation and included services

2.1 Each quotation or offer shall include only the services, routes, dates, loading units, cargo characteristics, equipment, surcharges and other items expressly stated therein.

2.2 Any service, cost or activity not expressly included shall be deemed excluded. In particular, unless expressly included, special services, storage, extraordinary handling, additional waiting time, inspections, customs procedures or formalities, additional insurance and specific equipment or means shall not be included.

2.3 Specific terms in a quotation may amend these General Terms and Conditions only in respect of the particular service to which they relate.

3. Prior information, vehicle and operating conditions

3.1 The price and service conditions are calculated on the basis of the information provided by the Client before contracting, including, where relevant, origin and destination, postal codes, dates and time windows, number of packages or pallets, dimensions, weight, stackability, nature of the goods, temperature, declared value and any other special condition. The Client warrants that such information is accurate and sufficient.

3.2 Unless expressly indicated otherwise by the Client, the services shall be deemed to refer to transport by trailer, which may be either a refrigerated trailer or a tautliner depending on availability.

3.3 The Client shall be responsible for informing SISTREL, before contracting, of any circumstance requiring a specific type of vehicle or special equipment, including, without limitation, the need for a tautliner trailer, refrigerated vehicle, flatbed trailer, tail lift, side, top or rear loading, access restrictions, handling equipment, appointment requirements or any other technical requirement necessary for the proper performance of the service.

3.4 Any omission, inaccuracy or subsequent change to material information may result in a revision of the quoted price, revised timing, replacement of the transport equipment, inability to perform the service and/or recovery of the additional costs actually arising, to the extent permitted by applicable law.

4. Accessibility, loading, unloading and waiting time

4.1 The Client shall ensure that loading and unloading points allow access and operation by vehicles up to 16.50 metres in length, 2.55/2.60 metres in width and 4 metres in height, unless another type of vehicle has been expressly contracted. The Client shall also ensure that the equipment, personnel, permits and safety conditions required for the operations falling within its responsibility are available.

4.2 For full-load services, unless expressly agreed otherwise, a maximum of one (1) hour is included for loading and/or unloading operations.

4.3 For loose-pallet services, the maximum waiting time included shall be fifteen (15) minutes, in all cases subject to the conditions of the assigned carrier or subcontractor.

4.4 Waiting time exceeding the included periods may give rise to the costs or vehicle-immobilisation compensation applicable under the quotation, the costs actually incurred and/or applicable law.

5. Transit times and dates

5.1 Transit times, dates and schedules communicated by SISTREL are estimates and for guidance only, unless expressly accepted by SISTREL as guaranteed or otherwise required by mandatory law.

5.2 Timing may be affected, among other circumstances, by traffic, driving restrictions, inspections, customs, weather, operational availability, third-party incidents or events reasonably outside SISTREL control, without prejudice to any mandatory obligations that may apply.

6. Customs, documentation and regulatory requirements

6.1 Unless expressly contracted, customs, tax, sanitary, phytosanitary and foreign-trade procedures or formalities are excluded from the service. In particular, ATA, T1, T2, TIR, import, export or transit formalities shall only be deemed included where expressly requested by the Client and accepted by SISTREL.

6.2 The Client shall provide, in advance and within the required time limits, all documentation and information necessary for the goods and the service, including, where applicable, customs documentation, certificates of origin, sanitary or phytosanitary certificates, licences, permits, authorisations and any other documents required by applicable rules or competent authorities.

6.3 Unless required by law or by a specifically contracted service, SISTREL shall not be required to verify the substantive accuracy, sufficiency or validity of documents supplied by the Client. The Client shall be responsible for consequences and costs arising from missing, incorrect, insufficient, inaccurate or late information or documentation, except to the extent legally attributable to SISTREL.

7. Dangerous goods (ADR) and special cargo

7.1 The Client shall expressly declare in advance whether the goods are subject to ADR or any other dangerous-goods rules, or require temperature control, special handling, enhanced security, segregation, authorisation or any specific transport, loading, unloading or storage condition.

7.2 Where applicable, the Client shall provide the classification, UN number, packing group, labels, quantities, safety information, instructions and any other required information or documentation. Acceptance and performance of the service shall be subject to legal and operational feasibility and the availability of duly authorised equipment.

8. Destination costs, taxes and third-party charges

8.1 Unless expressly included in the quotation, customs duties, taxes, fees, inspections, storage, demurrage, terminal charges, clearances, controls and any other charges imposed by authorities or third parties shall be borne by the party legally or contractually responsible for them.

9. Price, fuel and cost adjustment

9.1 The price shall be the amount stated in the quotation or offer and shall be based on the information and conditions communicated by the Client. Any subsequent variation or discrepancy between the information provided and the actual service performed may result in a corresponding revision of the quoted price.

9.2 For road carriage, price adjustment arising from changes in fuel costs shall, where legally applicable, be made in accordance with Article 38 of Spanish Law 15/2009 and the criteria or formulae in force established by the competent Administration, including both mandatory increases and reductions where applicable.

9.3 Variations in tolls, fees, ferry costs, mandatory surcharges, regulatory changes and additional costs directly caused by subsequent changes requested by the Client or by initially incorrect, incomplete or inaccurate information may also be passed on where permitted by the contract and applicable law.

10. Payment terms and late payment

10.1 Payment shall be made in advance or within the period stated in the applicable quotation, contract or invoice.

10.2 Payments shall be made in full, without any unilateral set-off, withholding or deduction, unless expressly authorised by SISTREL, required by a final court judgment or otherwise required by mandatory law.

10.3 Failure to comply with the applicable payment term shall entitle SISTREL to charge statutory late-payment interest and, where applicable, legally recoverable collection costs in accordance with Spanish Law 3/2004 of 29 December and other applicable rules.

10.4 SISTREL may suspend the acceptance or provision of new services while due and payable amounts remain outstanding, without prejudice to any other collection or claim rights available by law.

11. Changes and cancellations

11.1 Any change requested by the Client to the date, route, origin, destination, consignee, cargo, number of packages, weight, dimensions, vehicle or any other material condition shall be subject to availability and may involve a revised price and/or timing.

11.2 Cancellation of services by the Client may give rise to costs actually incurred by SISTREL and/or cancellation charges expressly agreed or communicated, taking into account the timing of the cancellation, the degree of performance and any commitments already undertaken with third parties.

12. Cargo insurance

12.1 All-risks cargo insurance or any additional cover must be expressly requested in writing by the Client and accepted by SISTREL before carriage begins.

12.2 In the absence of specifically contracted additional insurance, the goods shall not, merely by virtue of the carriage contract, benefit from cover equivalent to all-risks insurance. Any liability for loss, damage or delay shall be determined solely under the statutory and contractual liability regime applicable to the service.

12.3 Where additional insurance is contracted, the conditions, exclusions, deductibles, limits and claims procedure of the relevant policy shall apply.

13. Subcontracting and actual carriers

13.1 SISTREL, as a transport operator, may entrust all or part of the physical performance of the services to qualified carriers, transport undertakings, operators, warehouses, freight forwarders, agents or subcontractors.

13.2 Subcontracting shall not alter the mandatory obligations owed by SISTREL to the Client according to the legal position assumed by SISTREL in each operation.

14. Client responsibilities regarding the goods

14.1 The Client shall ensure that the goods are made available for transport properly packed, conditioned, labelled, identified and documented, suitable for the contracted service and free from undisclosed risks or special characteristics.

14.2 The Client shall be responsible for the truthfulness, accuracy, sufficiency and completeness of the information provided to SISTREL and, to the extent permitted by applicable law, shall be liable for loss, damage, additional costs, vehicle immobilisation, inspections, penalties or claims arising from incorrect, incomplete or inaccurate information, insufficient documentation, inadequate packing or conditioning and, where legally or contractually within the Client responsibility, loading or stowage, except to the extent attributable to SISTREL or the carrier under applicable law.

15. Impediments, force majeure and extraordinary circumstances

15.1 Neither party shall be liable for non-performance caused by events that constitute force majeure or unavoidable circumstances outside its reasonable control under applicable law, including, without limitation, strikes, adverse weather conditions, conflicts, administrative restrictions, closures, blockades or extraordinary incidents, without prejudice to any duty to inform, mitigate or act diligently.

15.2 Where carriage or delivery is impeded, SISTREL may request instructions from the Client and take reasonable measures permitted by law to protect the goods, the vehicle and the parties' interests. Costs arising from such measures that are not legally attributable to SISTREL may be charged to the party responsible for them.

16. Liability for loss, damage and delay

16.1 Transport liability shall be governed by the mandatory rules applicable to each operation, including, where relevant, Spanish Law 15/2009 of 11 November, Spanish Law 16/1987 on the Regulation of Land Transport (LOTT) and its implementing rules, the CMR Convention and any other applicable national or international rules or conventions.

16.2 Grounds of liability, exemptions and presumptions of exemption, valuation of the goods, liability for delay, compensation limits and loss of the right to limit liability shall be those provided by applicable law. Nothing in these Terms is intended to exclude or reduce rights where prohibited by mandatory law.

16.3 Except where mandatory law provides otherwise or where wilful misconduct or other conduct legally excluding limitation exists, SISTREL liability shall not extend to indirect or consequential loss, loss of profit, loss of earnings, loss of market or clientele, or third-party contractual penalties that do not form part of the compensation legally recoverable.

16.4 In no event shall SISTREL liability exceed the applicable statutory limits of liability or, where legally relevant, the declared or indemnifiable value of the goods.

17. Reservations and claims

17.1 Apparent loss or damage shall be recorded in writing at the time of delivery, with a general description of the loss, shortage or damage observed.

17.2 For non-apparent loss or damage and for delay, the periods and reservation requirements provided by applicable law shall apply. For Spanish domestic land carriage, where applicable, reservations for non-apparent damage shall be made within seven (7) calendar days following delivery and delay claims shall be subject to the statutory twenty-one (21) day period. For carriage governed by the CMR Convention, its own time limits, time-computation rules and other requirements shall prevail.

17.3 Failure to make reservations shall have the evidentiary or legal consequences provided by applicable law and shall not replace or alter statutory limitation or expiry periods.

18. Claims handling and compensation

18.1 The claimant shall provide, to the extent reasonably necessary to substantiate the claim, the consignment note or equivalent document, proof of delivery, reservations made, invoice or evidence of cargo value, photographs and any other relevant documentation.

18.2 Insurers, surveyors, actual carriers or other third parties may participate in the handling of a claim, but their involvement shall not by itself alter the rights and obligations arising under applicable law.

18.3 Any compensation shall be determined in accordance with the applicable liability regime, the loss actually proven and, where relevant, any specifically contracted insurance cover. No amount exceeding that legally or contractually recoverable may be claimed.

19. Personal data protection

19.1 Personal data processed in the commercial and operational relationship shall be handled in accordance with Regulation (EU) 2016/679, General Data Protection Regulation (GDPR), Spanish Organic Law 3/2018 of 5 December on Personal Data Protection and Guarantee of Digital Rights (LOPDGDD), and other applicable data-protection rules.

19.2 On the applicable legal bases, personal data may be processed for quotations, contracts, transport operations, communications, invoicing, legal compliance, security, fraud prevention and the establishment, exercise or defence of legal claims.

19.3 SISTREL shall provide any additional information required by law concerning the identity of the controller, purposes, legal bases, recipients, transfers, retention periods and the exercise of data-subject rights through the applicable privacy information or policy and/or relevant corporate documentation.

20. Electronic communications, incorporation of the Terms, acceptance and evidence

20.1 Quotations, offers, instructions, confirmations, incidents and acceptances may be formalised by email or other electronic channels customarily used and accepted by the parties, unless mandatory law requires a specific form.

20.2 These Terms shall be deemed made available to the Client where provided as an attachment or where, before acceptance of the service, an accessible electronic link is provided enabling the Client to consult them. Express acceptance of the quotation, issuance of a transport order or an unequivocal instruction to begin the service after access has been provided to the quotation and these Terms may constitute contractual acceptance to the extent permitted by law.

20.3 SISTREL may retain evidence of the version of these Terms made available, date, channel, contact, quotation, communications and acceptance events in order to ensure contractual traceability. Later versions shall not retroactively amend operations already accepted unless expressly agreed.

21. Governing law and dispute resolution

21.1 Contractual relations shall be governed by Spanish law, without prejudice to mandatory rules and international conventions taking precedence where applicable, including the CMR Convention where relevant.

21.2 Spanish Transport Arbitration Boards (Juntas Arbitrales del Transporte) shall have jurisdiction where there is express or legally presumed submission under the LOTT and such submission has not been validly excluded in due time and form.

21.3 Outside arbitration or mandatory jurisdiction rules, and where legally valid, the parties submit to the Courts and Tribunals of Madrid, expressly waiving any other jurisdiction that might otherwise apply.

22. Severability and version updates

22.1 The invalidity, unenforceability or inapplicability of any provision, in whole or in part, shall not affect the remaining provisions, which shall remain in force to the maximum extent permitted by law.

22.2 SISTREL may update these Terms for future operations, identifying each version by number and date. The applicable version shall be the one communicated or made available to the Client before acceptance of the relevant operation.

23. Language

23.1 These Terms are provided in Spanish and English. The English version is intended to have equivalent informational and contractual effect; however, in the event of any discrepancy in interpretation between the two versions, the Spanish version shall prevail to the extent permitted by law.