Freight Indexation Clause
1. Purpose and Scope
These terms define when and how the Seller is entitled to apply a Freight Indexation Adjustment (“Indexation Adjustment”) in connection with the Customer’s order. The terms apply to all deliveries involving one or more modes of transport (e.g. road, rail, sea, or air freight), including related handling and terminal services.
2. Definitions
2.1 Freight Index Portion means the part of the total delivery price relating to freight and its immediate surcharges (e.g. bunker surcharges, currency surcharges, emission surcharges, port and handling charges, equipment surcharges). It does not include the sales price of the product/machine, accessories, installation or training costs, or other services unrelated to freight.
2.2 Indexation Adjustment means a price correction applied to the Freight Index Portion, levied only when necessary, based on actual or verifiably expected cost changes effective at the commencement of delivery.
2.3 Commencement of Delivery means the moment when the goods are handed over to the first carrier or when they are ready for loading at the factory/terminal under the Seller’s or forwarder’s arrangements.
3. Rationale for Indexation Adjustment
Products and machines are generally manufactured to order, and freight market prices may fluctuate significantly during the production lead time. The delivery route is typically long and multimodal (e.g. factory pickup, inland transport, sea freight, unloading, and onward delivery). Even single changes in parts of the chain affect the total freight. The Indexation Adjustment ensures that such cost changes, outside the Seller’s control, are allocated only to the Freight Index Portion.
4. Principles and Maximum Amount
4.1 Indexation Adjustment is applied only when necessary, not automatically.
4.2 The adjustment ranges between 8–15% of the Freight Index Portion (never of the entire contract price).
4.3 The adjustment is applied to the freight portion effective at the commencement of delivery. If not itemized at the order stage, the Seller will itemize it at the commencement of delivery.
4.4 The adjustment is not intended to increase margin but to reflect actual cost changes and standardized surcharges.
5. Grounds for Indexation Adjustment
The Seller is entitled to apply the Indexation Adjustment if freight costs are affected by changes occurring before or at the commencement of delivery, beyond the Seller’s control. Grounds include, inter alia:
5.1 Changes in market rates and tariff-based surcharges (GRI, PSS, BAF, CAF, WRS, congestion and emergency surcharges).
5.2 Fluctuations in sea freight rates and capacity (weekly spot rates, seasonal surges, blank sailings, roll-overs, container shortages).
5.3 Disruptions to infrastructure and transport routes (canal closures, port congestion, rerouting).
5.4 Labor issues and industrial actions (strikes, overtime bans, labor shortages).
5.5 Weather and natural phenomena (storms, floods, ice conditions, earthquakes, volcanic eruptions).
5.6 Regulatory and governmental changes (customs, taxes, inspection fees, sanctions, export controls, health authority restrictions).
5.7 Epidemics, pandemics, and health emergencies (local outbreaks, quarantines, crew or terminal restrictions).
5.8 Environmental and emission-related charges (emissions trading, carbon surcharges, sulfur caps, efficiency requirements).
5.9 Security and risk-based measures (ISPS, scanning and inspection fees, heightened security charges).
5.10 Equipment-related surcharges (special container availability, oversize/overweight surcharges).
5.11 Manufacturer’s charges (packaging, reinforcement, fumigation, documentation, loading, storage, no-show fees).
5.12 Handling, storage, and delay charges (demurrage, detention, free-time exceedance).
5.13 Inland transport surcharges (tolls, congestion, winter surcharges, fuel surcharges, remote area fees).
5.14 Currency and financing factors (USD/EUR fluctuations, payment-related costs).
5.15 IT and cyber disruptions causing re-routing or third-party services.
5.16 Variations in shipment data (dimensions, weights, classifications, hazardous materials).
5.17 Customer-requested changes (address changes, expedition, extra stops, special equipment).
5.18 Other comparable, objectively verifiable causes outside the Seller’s control with a material and direct impact on freight costs.
5.19 Exemplary Nature. The grounds listed above are examples, not exhaustive. Indexation Adjustment may also be applied in other comparable and objectively verifiable circumstances materially and directly impacting actual freight costs.
6. Procedure and Invoicing
6.1 Notice and itemization. The Seller shall notify the Customer of the adjustment as soon as it becomes necessary and no later than at the commencement of delivery, providing: (i) the Freight Index Portion, (ii) the percentage applied (8–15%), (iii) a description of the grounds.
6.2 Timing. The adjustment is invoiced at the commencement of delivery, as a separate item or separate invoice.
6.3 VAT. The adjustment is subject to VAT at the same rate as the freight service.
6.4 Documentation. Upon request, the Seller shall provide reasonable evidence of the grounds (e.g. carrier’s tariff notice, port fee breakdown).
7. Calculation Basis
The adjustment is calculated by applying a percentage between 8–15% to the Freight Index Portion. The exact percentage is determined reasonably in relation to the identified cost changes and delivery conditions.
8. Relation to Contract and Other Terms
These terms supplement the Seller’s general contract and delivery terms as well as any Incoterms. In case of conflict, these terms prevail with respect to freight cost adjustments.
9. Limitation of Liability
The adjustment is not a penalty or damages but an allocation of actual freight cost changes to the Freight Index Portion. The Seller is not liable for consequential losses caused by third parties (carriers, ports, forwarders), unless otherwise required by mandatory law.
10. Entry into Force
These terms enter into force upon publication in the online store and apply to all orders placed thereafter, as well as to earlier orders whose delivery commences after entry into force, provided that the conditions for applying the adjustment are met.
