TT Talk – Make sure STCs are in the contract

Standard terms and conditions (STCs) – also referred to as standard trading conditions – in transport and logistics contracts are vital to protect the interests of both parties if something goes wrong. But too often they are not properly incorporated in contracts, which can expose operators to large uninsured liabilities if cargo is lost or damaged. This article sets out how to ensure STCs form part of the contract.  

Why STCs are important 

STCs are a primary risk management tool for businesses and provide a contractual foundation under which transport and logistics operators work with their customers and sub-contractors, and they set out the duties, obligations and liabilities of both parties. These are typically different from bespoke contracts that outline the terms of engagement with certain customers, and specifying the delivery of services, and addressing other commercial and legal considerations. Most business is conducted under STCs.  

One of the key clauses in the STCs for transport and logistics operators relates to the limitation of their liability. This is primarily because transport and logistics operators typically earn a fraction of the value of the goods they transport or store, so cannot afford to assume liability for the full value if goods are lost, damaged, delayed or mis-delivered. STCs limit operators’ liability, often by weight or other formulae, to make sure that any breach of contract does not create an existential threat.  

 Although the terms of the STCs generally serve to minimise this type of liability, it is typically managed through liability insurance. Such insurance policies, including those with TT Club wordings, offer coverage that aligns with the limits specified in approved STCs. This means that if an operator fails to incorporate their STCs in a contract, its insurance will only cover the approved liability limits. This can leave the operator exposed to excess liability – which could be significant and certainly more than the profit for the job.  

It is important to note that there are also circumstances in which an operators’ STC’s and the limits they provide could be over ridden, for example, where transportation of cargo by road is conducted in terms of the Convention on the Contract for the International Carriage of Goods by Road (CMR), the international convention will supersede the terms of the STC’s. Also, any ambiguity in the STCs may lead courts to disregard limitations, potentially exposing operators to full liability. 

From a positive perspective, STC’s also set out the operator's rights against the customer and may give wider remedies than local law, such as enhanced rights to lien and sell cargo. They also usually shorten the time bar period for customer’s claims. 

How to incorporate STCs 

Different jurisdictions have different requirements for incorporating STCs in a contract, so operators should seek local legal advice. Under English law, the party seeking to rely on its STCs must bring these to the attention of the other party before the contract has been concluded – meaning before one party accepts the other party's offer. Notice given after the contract has been concluded is ineffective. 

The only guaranteed way of ensuring that STCs apply is to get express agreement from the other party. For example, this would require the other party to sign a copy of the STCs or another document that refers to their applicability, or an email setting out the express agreement to the STCs. 

When updating STCs, the operator should ideally get all customers to re-sign account applications. An email notification of the updated STCs, with a clear effective date, is recommended, alongside periodic reviews of customer records to ensure ongoing clarity. This includes periodic updates of STCs published by industry bodies.  

For example, BIFA updated its STCs in December 2025 to include key changes including the 9 month time bar for claims which now runs from the date of the delivery, rather that the event. Also, made operators’ lien over goods to apply anywhere, and reduced the notice to sell them from 21 days to 7 days.  

RHA’s new 2026 carriage STCs removed road accidents from ‘force majeure’ events, making carriers and their insurers liable for goods lost or damaged in collisions. Also, fires have been removed from the list of force majeure events unless caused by the customer or consignee.  

Pitfalls to avoid 

Unfortunately, many companies still rely on referencing STCs in the footer of emails or on contract documents, and sometimes just with a website address. However, for STCs to be legally binding, they must be clearly communicated and accepted by the customer before services commence. If the customer is not made aware of the STCs in advance, or if there is no evidence of acceptance, enforcing them can be problematic. 

Another common error arises when multiple sets of STCs are referenced without specifying which applies to which service. If a contract or quotation does not clearly assign the relevant terms to each service, ambiguity can result, often to the detriment of the operator in case of a dispute.  

By way of example, a logistics operator referenced several sets of terms in its email footer (domestic road carriage, international freight forwarding and storage) but did not specify which applied to which service in the quotation. When a claim arose, the ambiguity led to a legal opinion that favoured the customer, as courts often interpret unclear contracts against the party that drafted them. This resulted in the operator being held to a higher liability than expected.  

Conclusion 

STCs need to be properly incorporated into transport and logistics contracts to protect operators against potentially large and uninsured liability claims in the event of a loss. Simply referring to STCs at the bottom of emails and contract documents is not sufficient: the STCs need to be read and signed by the customer before the contract is agreed, including every time they are updated. 

Operators’ frontline personnel should all understand the basics of their STCs, particularly limitations of liability, and be able to explain them confidently to customers. Clear communication and unambiguous agreement on STCs will foster trust, reduce the risk of costly disputes and ensure that all parties are aligned in their expectations.  

*TT Club offer a wide range of operator specific Model Conditions that are available for Members to use. Please contact your local representative to learn more if you feel that these could be of assistance to you.