1
CONTRACT NO.
Onfreight-forwarding servicesof combined transportation of export, import and transit goods
Minsk date
LLC “PRIORITY-TRANS”, here-in-after referred to as «Forwarder», represented by______, actingonthe basis of______., from the one part, and______, here-in-after referred to as «Customer», represented by ______., acting on the basis of______, from the other part, hereinafter referred jointly as «Parties»and separately as «Party»,
have concluded this Contract and agreed as follows:
- SUBJECT OF THE CONTRACT
1.1.In the order and conditions stipulated bythepresentcontract, theForwarderundertakesforremunerationandonexpenseoftheCustomertofulfillororganizeexecutionoffreight-forwardingservices, connectedwithtransportationofexport, import and transit goods (in containers as well) by sea, truck and railroad transportation on the territory of the Republic of Belarus and other countries, and the Customerundertakes to pay the cost of Forwarder’s services. For this the Forwarder:
- organizestheprocessofgoodstransportationby sea, truck and railroad transport;
- coordinatesschemes (route, succession) of goods transportation by several kinds of transport;
- performssettlementswithotherparticipantsof freight-forwarding activities;
- advises on questions of arrangement of goods transportation;
- provides information services, connected with goods transportation;
-provides other serviсes, connected with goods transportation, including goods transshipment by combined transportation, storage of transported goods, provision of stevedore and surveying services, etc.
Thelistofservices, providedbythe Forwarder, is enlisted in a written order for each goods shipment.
1.2.Whenservicesareneeded under the present contract, theCustomersendstheForwarder a written order (here-in-after – «Order») for each separate goods shipment. The following things must be indicated in the Order:
1.2.1.nameoftheshipper (legalentity) andofthenaturalperson, who is entitled to transfer the goods for shipment; the address, contact phone no., fax;
1.2.2.name of the consignee (legal entity) and of the natural person, who is entitled to receive the goods; the delivery address, contact phone no., fax;
1.2.3.addresses of dispatch and delivery points of the goods;
1.2.4.name and description of the goods, its weight and quantity; packaging type;
1.2.5.special conditions of goods transportation;
1.2.6.transportation price;
1.2.7.special features of the goods;
1.2.8.otherdataonrequestoftheForwarder, if this is necessary for proper service provision under the present contract.
1.3.AnOrderissenttotheForwarderbyfaxorbye-mailaddress:. An Order is considered to be accepted and becomes an integral part of the contract from the moment the forwarder send a written notification about an acceptance of an Order to the Customer by fax or by e-mail, or from the moment of actual beginning of execution of the Order by the Forwarder.
- RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1.The Customer has the right to:
2.1.1.requestinformationaboutthe Order execution progressand the goods transportation state fromthe Forwarder.
2.1.2.refusefromthepresentContract on a prior notification oftheForwarderаnot later than 7 (seven) days before the transportation beginning and on condition of the full payment of the actual executed services provided by the Forwarder and reimbursement of the expenses, beard in connection of the present contract execution.
2.2.The Customeris obliged to:
2.2.1.providegoodsinasuitablefortransportationcondition, in an indicated place and within set time period;
2.2.2.providedataabouttype, size, weightofthegoods, shippinganddestinationpoints, otherdocumentsand information, needed for proper execution of the present contract by the Forwarder;
2.2.3.informtheForwarderinawrittenformaboutgoods quality, in consequence of which harm may be done to the goods, third parties and their property, other goods or environment, also about qualities of goods, subjected to quick spoiling;
2.2.4.providewritteninstructionsfor warehousing, loading, transportation and storage of goods;
2.2.5.provide proper preparation, packaging, fastening of goods, except the cases, when this is entrusted to the Forwarder under conditions of an order. When using a universal container in the process of transportation, to place goods in such a manner, so it prevented its movement in the container and that the floor load was distributed evenly. While the space between the goods and the container door should be free 30 to 50 mm. It is prohibited to nail or cramp the goods, uprights, wedges or other accessories for its fastening to walls, floor and ceiling of a universal container;
2.2.6.provide completeness and accuracy of information, mentioned in the shipping documentation as well as execution and presence of all documents, necessary for fulfillment of customs, quarantine, sanitation and other formalities, eliminating goods delay enroute;
2.2.7.inform the Forwarder in advance about any changes concerning the destination point and goods receipt, and pay in time for additional provided services and expenses beard by the Forwarder;
2.2.8.ensure acceptance of the delivered goods and its unloading (maximum time for goods unloading and customs clearance formalities – 48 hours in CIS countries, 24 hours in the rest countries;
2.2.9.on request of the Forwarder within 3 (three) hours provide accurate written instructions on further actions of the Forwarder;
2.2.10.pay in time for services provided by the Forwarder without any deduction, offset or appropriation of payments to any claim, counter-claim unilaterally;
2.2.11.after unloading the goods, the body of a transport vehicle or a container must be cleaned by the Customer, after a transportation that dirties the body – washed, and if necessary – disinfected;
2.2.12.give anauthorization to the Forwarder, necessary for providing services under the present contract.
2.3.The Forwarderis obliged to:
2.3.1.make a selection of an optimum route and transportation type from the point of view of quality, safety and economic reasonability;
2.3.2.conclude contract with transport and other companies, necessary for fulfillment of obligations under the present contract, including contracts of transportation, warehousing, transshipment, insurance, etc;
2.3.3.in the case of unforeseen contingencies in the process of transportation, organize at the expense of the Customer a conduct of additional activities on tonnageaffreightment, re-marking, packaging repairs, weighting and detectionof the goods quality and other operations, connected with the goods transportation, as well as take measures, paying, when necessary, for the corresponding services provided by third parties with further reimbursement by the Customer of the beard by the Forwarder of additional services within 3 (three) bank days from the moment of a an invoice forwarding by the Forwarder to the Customer together with copies of documents confirming the expenditures;
2.3.4.perform at the expense of the Customer settlings with other organizations, administrations and authorities for providing loading and unloading operations, goods warehousing, transportation by various transport types as well as for other services, including the ones connected with the goods rescuein case of a general average.
2.3.5.solve on behalf and in the interest of the Customer all questions connected with goods transportation. The Customer has no the right to lay any claims in respect of actions and/or consequences of actions, taken by the Forwarder and not contradicting the written instructions of the Customer;
2.3.6.inform the Customer about impossibility of a full or partial fulfillment of the obligations under the contract due to reasons beyond the Forwarder’s control;
2.3.7.protect the Customer’s interests and act as his representative in sea and river ports, at railroads and other companies, authorities and organizations;
2.3.8.provide under the Customer’s requests in a two-week term from the request date transport and goods accompanying documents, which the Customer has at his disposal, necessary for conduct of arbitrary and judicial proceedings.
2.4.The Forwarderhas the right to:
2.4.1.involve third parties on his own discretion for an Order fulfillment without preliminary and consecutive notification and/or consent from the Customer. When goods are transported by own transport of the Forwarder, the Forwarder is considered a carrier and the Forwarder’s remuneration is payment for transportation services – rate (freight charge). A confirmation of the transportation fulfillment within the frames of the present contract are transportation documents (air waybill, railroad, transportation consignment note (CMR),sea bill of lading, which are provided by the Forwarder to the Customer. Rate of payment (freight charge) is conformed by the Parties separately (by exchanging letters, facsimile messages, and other means).
2.4.2.in case of involvement of subcontractors for goods transportation, a remuneration of the Forwarder is a sum received from the Customer for the provided services excluding amounts transferred to forwarders, insurance and other companies and individual entrepreneurs, providing services, indicated in an order or the contract;
2.4.3.in the interests of the Customer digress from his instructions, for which to change a transport type, route and the goods transportation sequence by a several transport types;
2.4.4.request from the Customer additional written instructions on further actions. In case such instructions are not provided within 3 (three) hours by the Customer, he has the right to act at his discretion depending on demand of the situation;
2.4.5.not start or hold up the order’s fulfillment till receipt from the Customer the requested documents and other documentation necessary for proper order fulfillment;
2.4.6.request a compensation by the Customer of additional expenses, beard by the Forwarder in the interests of the Customer in connection with services rendering under the present contract (p. 2.3.3. of the present contract);
2.4.7.retain the goods in case of non-fulfillmentby the Customer of services payment liabilities and/or compensation of additional expenses beard by the Forwarder in connection with the fulfillment of the present contract;
2.4.8.satisfy his claims from the cost of the goods in a volume and order, provided for claims satisfaction, insured by mortgage;
2.4.9.request from the Customer any additional information about the goods qualities, about transportation conditions and other information, necessary for proper fulfillment of the contract.
- PAYMENTS AND SETTLINGS
3.1.A size of remuneration for t he Forwarder for the provided services is a contract one and is mentioned in an order, which simultaneously serves as a price negotiation memorandum.
3.2.The amount, stipulated in an order, is a final one and cannot be changed by the Forwarder unilaterally.
3.3.Payments under the present contract are effected by the Customer in Belarusian or Russian roubles, US dollars, euro or other freely convertible currency according to the procedure set by the legislation by a bank transfer of corresponding amounts of money to the current account of the Forwarder.
3.4.In case of need to converse payment currency (excluding Belarusian roubles) the Parties use the rate of the National Bank of the Republic of Belaruson the day of payment. In case the payment is made in Belarusian roubles, while the invoice currency is different, the Parties use the rate of the National Bank of the Republic of Belarus.
3.5.If different is not foreseen by the order, the Customer must pay the indicated in the order price of the services, provided by the Forwarder on the grounds of the Forwarder’s invoice in the following order:
3.5.1.Within 5 bank days from the moment of arrival of a transportation vehicle to the destination customs. Payments are made on the basis of a facsimile invoice copy. Its original together with consignment notes, bills of lading, acts for the fulfilled works (provided services) and other agreed by the Parties documents are sent later by post.
3.5.2.All charges on payments transfer are taken over by the Customer.
3.6.The day of payment is considered to be the day, when the money enters the Forwarder’s account.
3.7.The Customer has the right to make advance payments for future services provided by the Forwarder by his consent.
- LIABILITY OF THE PARTIES
4.1.In case of loss, spoiling, damage or shortage ofthe goods, the Forwarder shall be responsible to theCustomer on conditions, indicated in the reverse side of a bill of lading, and in case of its absence – according to international conventions for certain transportation types, and if such conventions are unacceptable – on conditions stipulated in the United Nations Convention on International Multimodal Transport of Goods, 1980. For the purpose of applying international conventions, the Forwarder is regarded as a direct executer of the transportation contract (operator of multimodal transportation).
4.2.The Forwarder bears no responsibility in case of loss, spoiling, damage or shortage of the goods happened in the result of obeying orders or directions, given by any bodies of state power and administration, and also in connection with an improper execution by the Customer of his obligations under the present contract.
4.3.For payments delay under the present contract the Customer pays the Forwarder a penalty of 0,15 (one hundredth) % of not duly paid amount for each delay day.
4.4.In case of belated provision of goods for shipment, goods receipt, loading or unloading, the Customer, if anything else is not conformed by the Parties, additionally pays the Forwarder (separately for each demurrage) the following expenses:
4.4.1.Provision and demurrage of rolling stockpending loading/unloading of:
4.4.1.1.for railroad transport – according to provided by the Forwarder confirming documents with a calculation of demurrage penalties
4.4.1.2.for vehicles:
4.4.1.3.excessive demurrage: 100 Euroforeachstarted24 hoursontheexpiryoftimefor loading/unloading (within the territory of CIS countries – 48 hours, foreign countries – 24 hours);
4.4.2.Demurrage or/and not loading of sea tonnages of:
4.4.2.1.for liners – in full volume of “dead” freight;
4.4.2.2.fortrampships in full volume of “dead” freight and/or demurrage stipulated in the order provided the Forwarder provides the Customer a fax copy of a time-sheet act, calculation of demurrage amount, prepared on the grounds of a time-sheet act and an invoice for payment from the Forwarder.
4.4.3. ResponsibilityoftheCustomerforacontainerdemurrageoveranormativetime, andalsousageandstoringofacontainer over a normative, is foreseen in an order for each separate goods lot, and if not stipulated in an order – according to tariffs of sea lines.
4.5.The Customer bears full responsibility for breach of the conformed conditions, schemes and plans of a rolling-stock loading that entailed spoiling, damages, lost, demurrage, cargo and/or rolling-stock vacancy loss.
4.6.The Customer must compensate the Forwarder all expenses beard by the latter in the result of announcement of general average and taking measures on goods rescue.
4.7.The Customer must compensate the Forwarder all expenses beard by the latter in the result of incorrect information provided by the Customer in violation of point 2.2.2. of the present contract (in particular, but not limited, demurrage penalty, discrepancypenalty, payment for cargo-handling works, compensation of penalties, paid by the Forwarder or his workers to the authorities, as well as any other losses that the Forwarder might have).
4.8.The Parties bear responsibility for non-fulfillment or improper fulfillment of their obligations under the contract in accordance with the current legislation. Lost profit is non-refundable.
4.9.Each Party must fulfill their obligations properly lending every possible support to the other Party.
4.10.The Party that breaks its obligations under the contract must eliminate such violations without delay.
4.11.The Party, involving third parties in fulfillment of its obligations under the contract, is responsible before the other Party under the present contract for non-fulfillment or improper fulfillment of obligations by the third party as for its own actions, with the exception of instances specified in point 4.7.
4.12.The Party, for which it became impossible to fulfill its obligations under the present contract because of force majeure circumstances, must inform about it the other Party in a written form without delay.
4.13.If destruction, loss or damage of the goods happened while the goods were at disposal of ship owner or airline, and if such ship owner or airline limit their responsibility on claims with respect cargo, then the Forwarder bears responsibility to the Customer within such limits.
4.14.If it was not conformed preliminary in a written form that the goods shall be shipped or delivered on a particular date, the Forwarder does not bear responsibility for dates of beginning and ending of a transportation and expedition.
4.15.The Forwarder bears responsibility for damage done in the connection with loss or damage of the goods as well as for delay of the goods delivery? If the circumstances that caused such loss, damage or delay happened while the goods were under his authority, and if the Forwarder does not prove that he took all the necessary measures to avoid such circumstances and their consequences (see point 7 “Regulations of transport-forwarding activities”, authorized by the Cabinet ofMinisters of the Republic of Belarus from 09.02.96 no. 86).
4.16.The Forwarder does not bear responsibility with respect to all penalties, claims, losses and expenses, whatever they are, if they happen in connection with the goods qualities, if they are not caused by the Forwarder’s negligence.
4.17.TheCustomerbears responsibility for losses, inflicted to the Forwarder:
1) For false information, documentation, for discrepancy of documents and the goods nature, its weight, quantity of places and total amount.
2) For not providing the goods for transportation or taking actions that lead to demurrage of transport, in the amount of penalties, brought by a transportation company.
3) By an ungrounded refusal in payment and belated payment according to the Forwarder’s invoices.
- FORCE MAJEURE
5.1.A Party does not bear responsibility for non-fulfillment or improper fulfillment of the obligations under the contract, if proven that their proper fulfillment had become impossible after concluding the contract due to extraordinary and unavoidable under the conditions circumstances: natural calamities (fire, earthquake, flood, hurricane and other), accidents and catastrophes, epidemics, military operations, blockades and embargos, acts of terror, disturbances, strikes, regulatory legal acts.
5.2.If any of the enumerated in point 5.1. of the contract circumstances had directly influenced the non-fulfillment of the obligations in time, set in the present contract, then this time is proportionally moved for the period during which the correspondent circumstance took place.
5.3.The Party for whom it becomes impossible to meet its obligations under this contract because of force majeure circumstances will immediately but not later than ten (10) days fromtheir beginning and cessationinform in a written form the other Party about the beginning and an estimated duration and cessation of such circumstances. Certificates issued by a chamberof commerceand industryor the relevant authority in the country where the force majeure circumstances took place will be sufficient proof of such circumstances.
5.4.Absence of notification or belatednotification about force majeure deprives the Party of the right to refer to force majeure as a reason that frees him from the responsibility for non-fulfillment or improper fulfillment of theobligationsunder the present contract.