Translated from Russian
CONTRACT №
of freight forwarding
Saint-Petersburg " "
Limited Liability Company , hereinafter referred to as the "FORWARDING AGENT", represented by the Director Generalб acting on the basis of the Articles of Association, on the one part, and , hereinafter referred to as the "CLIENT", represented by , acting on the basis of , on the other part, have entered into the present contract and agreed as follows:
1. SUBJECT OF THE CONTRACT
1.1. The present contract governs relations of the parties connected forwarding of cargoes accepted by the FORWARDING AGENT from the CLIENT.
1.2. The FORWARDING AGENT undertakes, subject to fee and at the expense of the CLIENT, on the instructions of the latter, to conclude one or several contracts for carriage (receipt, reconsignment) of cargoes of the CLIENT and to organize forwarding of cargoes of the CLIENT in rolling stock of OJSC "Russian Railways" (containers, cars, temperature control cars, insulated refrigerator cars, refrigerator sections), or in his own (leased) rolling stock in the territory of Russia, the CIS countries, the Baltic States and far abroad, and the CLIENT undertakes to pay for carriage of cargo and for forwarding at the agreed rates.
2. DUTIES OF THE FORWARDING AGENT
2.1. To organize receipt of forwarding application of the CLIENT (Appendix № 1).
2.2. On the basis of the application of the CLIENT to provide organization of a complex of forwarding services, which includes:
- Receipt of cargoes at the warehouse of departure and delivery of cargoes for carriage to the departure railway station;
- Delivery of cargo by rolling stock and by route specified in the applications;
- Timely serving of technically serviceable empty containers to the warehouse of the CLIENT, or cars for loading at the departure station;
- Registration of shipping and accompanying documents for the cargo;
- Payment of traffic and other rates and fees connected with carriage of cargo;
- Coordination of cargo carriage with the corresponding organizations of federal railway transport;
- Granting of locking device for sealing of container/car;
- Advising the CLIENT on the matters connected with organization of rail carriage;
- Receipt of containers (cars) with cargo of the CLIENT at a certain station of destination in Saint-Petersburg with registration of corresponding documents, as well as, if needed, export of cargo to the warehouse specified by the CLIENT in the application;
- Cargo handling at railway stations and terminals of Saint-Petersburg;
- Delivery of cargoes to the destination warehouse (if forwarded "door-to-door");
- Tracking of location of platforms with containers or cars en route;
- Insurance of cargoes accepted by the FORWARDING AGENT for carriage;
- Customs registration of cargoes which are subject to carriage.
2.3. To inform the CLIENT on revealed deficiencies of the information received in the application, and in case of incompleteness of information - to enquire from the CLIENT necessary additional data.
2.4. In cases of rejection by the CLIENT or the consigner of non-clean, technically damaged containers, the FORWARDING AGENT is obliged to replace them within 24 hours. The FORWARDING AGENT has the right to postpone the date and time of serving of the empty container to the departure warehouse only upon coordination with the CLIENT.
2.5. Under application of the CLIENT the FORWARDING AGENT carries out storage of cargo until its transfer to the carrier or the CLIENT under a separate contract of warehousing.
2.6. Issues to the CLIENT the invoice and certificates of rendered services on or before the 10th day of the month following the accounting one.
2.7. Under inquiries of the CLIENT - to render thereto assistance in claiming procedures with carriers concerning delay of delivery, damage, shortage or total loss of cargoes and/or cars and/or containers of the CLIENT according to the current legal and standard regulatory acts, including the Railway Carriage Regulations of the Russian Federation, Agreement on International Goods Transport by Rail and other international agreements.
2.8. The Forwarding Agent is entitled to engage third parties for fulfillment of his duties. Assignment of duties to a third party does not discharge the FORWARDING AGENT from liability towards the CLIENT for fulfillment of the present contract.
3. DUTIES OF THE CLIENT
3.1. The CLIENT sends to the FORWARDING AGENT a forwarding application under the established form (Appendix № 1 to the contract) at least 48 hours prior to the estimated shipment time. The application can be delivered to the FORWARDING AGENT in original, or by fax, telex, e-mail. On the day of transfer of the application the CLIENT, if needed, shall also provide the FORWARDING AGENT with additional information on the outbound (accepted) cargo and documents required for its dispatch (receipt), including: quality and conformity certificates, veterinary (quarantine) certificates, telegrams from destination stations (or from branches of OJSC "Transcontainer" at corresponding roads) about readiness to accept the general (or insulated refrigerator) rolling stock and transport equipment in the address of the consignee, and other documents.
3.2. In case of incompleteness of information provided by the CLIENT, or insufficiency of documents necessary for performance by the FORWARDING AGENT of his duties, the CLIENT is obliged, within one day from the moment of receipt from the FORWARDING AGENT of corresponding inquiry, to provide necessary information (documents). In case of failure by the CLIENT to provide necessary information (documents) within the specified term, the FORWARDING AGENT has the right not to proceed with fulfillment of corresponding duties, or to suspend their fulfillment with imposing on the CLIENT of incurred losses.
3.3. The CLIENT ensures presence of cargo for loading of the rolling stock provided by the FORWARDING AGENT according to the submitted applications.
3.4. The CLIENT must provide unobstructed passage, entrance (access) to the places of loading/discharge, including protected territories (with registration at his own expense of passes to warehouses), possibility of maneuvering of cars. To bear liability for safety of the vehicle, trailer, container, during the period of standby and cargo handling works, their stay in the territory of the cargo owner's warehouse. Upon completion of discharge - to remove cargo and package remains from the container.
3.5. The CLIENT must examine the empty containers provided by the FORWARDING AGENT for their commercial fitness for carriage of the cargo specified in the Application, the CLIENT has the right to reject the served containers, if they are unfit for carriage of the cargoes. Rejection of the containers shall be filed in a the Certificate stating the cause of rejection. If the given Certificate has not been executed, the container shall be considered fit for carriage, and no further claims regarding its condition shall be accepted by the FORWARDING AGENT.
3.6. The CLIENT must load, place and fix cargoes in the containers/cars according to the Cargoes Carriage Regulations and Cargo Loading and Fastening Specifications, taking into account technical loading capacities established by Ministry of Railways of Russia, not exceeding the loading capacity according to the stencil on the container/car (Appendix № 3)
3.7. The CLIENT must seal the container (vehicle) by the lock device (lock and seal device) provided by the FORWARDING AGENT and to put a mark on each page of the waybill, to enclose into each container a specification certified by his signature or an invoice for the shipped cargo.
3.8. In case of dispatch of cargoes which are subject to customs registration, the CLIENT must perform registration of customs documents before dispatch, having informed the FORWARDING AGENT thereof, unless otherwise agreed by the parties.
3.9. In case of granting by the FORWARDING AGENT to the CLIENT of private rolling stock (containers, cars) for carriage of cargoes, the latter must deliver the empty rolling stock after the discharge to the person specified in the instruction of the FORWARDING AGENT. The instruction regulating delivery of the empty rolling stock is issued by the FORWARDING AGENT to the CLIENT personally, or by fax (e-mail) not later than the date of arrival of the rolling stock to the station of destination.
3.10. At receipt of cargoes the CLIENT must carry out external survey of the container prior to beginning of discharge in the destination warehouse, must check integrity of lock and seal device and before removal lock and seal device must countersign the documents confirming acceptance of the container.
3.11. At carriage of export cargoes the CLIENT must give to the FORWARDING AGENT within 60 days term from the date of dispatch of cargoes, the documents confirming export of cargo beyond the borders of territories of the states-members of the CIS, according to provisions of the Tax Code of the Russian Federation: copies of shipping, forwarding, customs documents (waybills under the Agreement on International Goods Transport by Rail, waybills of inland traffic specifying the country of destination, with a mark that cargo is shipped under export treatment, as well as a mark of the port regarding receipt of cargo for the further export; state customs declaration with a mark of customs authority).
3.12. The CLIENT must pay for the rendered services in a timely manner according to the procedure of payments under the Contract.
4. PROCEDURE OF PAYMENTS
4.1. The CLIENT refunds to the FORWARDING AGENT expenses for organization of carriage and forwarding, on the basis of the invoices issued by the FORWARDING AGENT.
4.2. The invoices issued by the FORWARDING AGENT are subject to payment by the CLIENT within 3 bank days from the date specified in the invoice. The moment of discharge by the CLIENT of his obligations of payment for forwarding services shall be the moment of transfer of monetary funds to the settlement account of the FORWARDING AGENT.
4.3. In case of occurrence of additional expenses of the FORWARDING AGENT at dispatch (receipt) of cargoes for reasons attributable to the CLIENT, the latter must reimburse the FORWARDING AGENT in the amounts defined by standard legal acts, or agreed by the parties in the corresponding Memorandum, which forms an integral part of the present contract (Appendix № 2 to the contract).
4.4. The CLIENT is not entitled to pay unilaterally partially the invoices issued by the FORWARDING AGENT for organization of carriage, including by reducing the size of payment by the amounts of possible claims regarding quality of forwarding services rendered by the FORWARDING AGENT. Claiming procedures in such case are implemented as defined by the current legislation.
4.5. At breach by the CLIENT of terms of the payment of invoices of the FORWARDING AGENT, as defined in clause 4.2 of the present contract, the FORWARDING AGENT, governed by clause 3 of clause 3 of the Federal act dated 30/06/2003 № 87-ФЗ "On forwarding activity", has the right to retain a cargo at his disposal until the moment of discharge by the CLIENT of arrears. In this case the CLIENT also pays all expenses connected with retention of property (storage, carriage and other expenses). The CLIENT remains fully liable for damages of the cargo due to its retention by the FORWARDING AGENT, in the cases provided by the present clause.
5. LIABILITY OF THE PARTIES
5.1. At performance of works under the present contract the parties shall be governed by the Civil Code of the Russian Federation, Charter of Railways of the Russian Federation, Railway Carriage Regulations of the Russian Federation, Federal act "On forwarding activity" and other standard regulatory acts.
5.2. The FORWARDING AGENT bears liability for safety of cargo in the sealed container/car within the forwarding route agreed with the CLIENT.
5.3. Governed by article 118 of the Federal act № 18-ФЗ dated 10/01/2003 "Railway Carriage Regulations of the Russian Federation", the FORWARDING AGENT shall be released from liability for loss, shortage or damage of the cargo accepted for carriage, freight baggage in if the cargo, freight baggage arrived in a serviceable vehicle, a container with serviceable lock and seal device installed by the consigner, or serviceable vehicle, container without overload en route with serviceable protection marking or serviceable binding, as well as in the absence of evidence of non-preservation of cargo, freight baggage.
5.4. The FORWARDING AGENT does not bear liability for damage of cargo which occurred due to misinforming by the CLIENT of the FORWARDING AGENT regarding properties of cargo and conditions of its carriage.
5.5. Liability for actual conformity of transported cargo to the cargo specified in the application is borne by the CLIENT. In case of misstatement of the name of cargo in the application, which resulted in wrong specification of the name of cargo in the shipping documents and, as a consequence, actual penalties from the part of the carrier – OJSC "Russian Railways", the CLIENT must pay to the FORWARDING AGENT penalty in the amount of fivefold freight rate of the given cargo according to clause 98 of the Railway Carriage Regulations of the Russian Federation, subject to granting by the FORWARDING AGENT of necessary confirming documents (certificates of general form, carrier's statements etc.)
5.6. At carriage of perishable cargoes under special conditions according to article 8 of the Federal act № 18-ФЗ "Railway Carriage Regulations of the Russian Federation" the FORWARDING AGENT does not bear liability for change of cargo quality en route.
5.7. If the FORWARDING AGENT shall proves that default of obligations was caused by default of contracts of carriage, liability of the FORWARDING AGENT towards the CLIENT shall be defined by the same regulations according to which the corresponding carrier is liable towards the FORWARDING AGENT.
5.8. The CLIENT bears liability for untimely payment of fee to the FORWARDING AGENT and compensation of expenses incurred by the latter in the interests of the CLIENT in the form of payment of penalty in the amount of 0,1 % of unpaid sum per every day of delay, according to clause 10 of the Federal act dated 30/06/2003 № 87-ФЗ "On forwarding activity".
5.9. In case of damage or loss by the CLIENT (counterpart of the CLIENT) of rolling stock served by the FORWARDING AGENT for loading (container, car), the CLIENT reimburses the FORWARDING AGENT for costs of repair (if it is possible) or cost of the rolling stock (in case of its loss or impossibility of repair).
5.10. In case of default by the CLIENT of clause 3.9. of the Contract, he must refund to the FORWARDING AGENT all expenses incurred by the latter in connection with keeping of the rolling stock at railway stations, container terminals, carriage of empty rolling stock for its transfer to proper person and miscellaneous costs.