Terms and Conditions

1.1. Under this Agreement, the Carrier shall undertake to arrange transportation of the goods (hereinafter referred to as “Goods”)  specified in relevant Annex (hereinafter referred to as “Annex”) which is an integral part of this Agreement, and timely deliver the Goods to the designated destination, whereas, the Client shall undertake to accept and pay the agreed price for the transportation services furnished. 

1.2. Description, quantities, prices, delivery terms and time and other details pertaining to the transportation of the Goods shall be specified in the mutually acknowledged relevant Annex .

1.3. The Carrier bears the risk of loss and damage to the Goods until it is properly handed over and accepted by the Client.

2. Rights and obligations of the Parties

2.1. The Carrier shall be obliged to:

2.1.1. arrange transportation of Goods as per the terms specified in relevant Annex;

2.1.2. provide roadworthy vehicles in good condition and well maintained for transportation of Goods to designated locations in accordance with international standards;

2.1.3. verify the appearance, quantity and other details of the Goods before commencement of the carriage by comparing it to the information on the Goods presented by the Client, in case anything does not correspond to the information presented by the Client, notify the Client immediately of any discrepancies found;

2.1.4. notify the Client on Goods location and status of delivery at least once in 2 (two) calendar days by fax, telephone or e-mail communication;

2.1.5. properly secure and cover all Goods being transported from any weather, road, or other hazardous conditions during the term of the Agreement;

2.1.6. maintain insurance of all Goods being transported under this Agreement and upon request furnish proof of such insurance to Client;

2.1.7. indemnify the Client in case of any partial or total loss or damage of the Goods occurred as a result of transportation;

2.1.8. notify immediately Client in writing of all and any circumstances that adversely affect or could affect the integrity of Goods, deadline for delivery of Goods and/or the proper fulfillment of the obligations by the Carrier hereunder;

2.1.9. provide the invoice and act of performed services.

2.2. The Carrier shall be entitled to:

2.2.1. receive complete and correct information on the Goods characteristics from the Client;

2.2.2. demand payment for the transportation services furnished to the Client.

2.3. The Client shall be obliged to:

2.3.1. provide the Carrier with complete and full information on the nature, size, weight, packing of the Goods, number of packages, points of origin and destination, the Goods ready date for shipment;

2.3.2. pay the agreed price for the transportation services furnished by the Carrier as set by this Agreement. 

2.4. The Client shall be entitled to:

2.4.1. demand from the Carrier to deliver the Goods in the time, manner, place, quality, in accordance with the terms of this Agreement and relevant legislation as specified by this Agreement;  

2.4.2. not to accept the Goods and claim financial compensation from the Carrier if the Goods are not delivered properly and in a timely manner.

3.1. The price hereunder includes all costs of packaging, (transfer) documents, transportation and insurance of the Goods.

3.2. The Carrier is entitled to issue an invoice on the date of the proper delivery of the Goods, based on the handover protocol of the Goods signed by both contracting parties. The Client shall pay the price for the services furnished by the Carrier based on the invoice issued by the Carrier within 30 (thirty) business days from the date of the invoice.

4.1. The Carrier shall ensure that the transported Goods are fully insured to the value of the Goods against all risks at his own expense and no liability will attach to the Client in this respect. Any additional requirements/terms on insurance coverage by the Carrier may be specified in relevant annex to the Agreement.

4.2. The Carrier shall provide proof (a certificate from the insurance company) of the insurance coverage of the Goods to Client.

5.1. The Carrier shall not without the prior consent in writing of the Client, sub-contract, assign or transfer the Agreement of transportation of Goods entrusted it, in whole or in part. 

5.2. If such consent is granted, it shall not relieve the Carrier from any of its obligations and the Carrier shall be fully responsible for the performance of any of its obligations by any third parties.

5.3. A list of the subcontractors that the RFS Provider intends to use must be made available to the Carrier upon request.

5.4. The third party subcontracted shall be subject to the same contractual terms and conditions as the Carrier specified in the present agreement.

6.1. The Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany. 

6.2. The Parties hereto agree that any dispute arising out of or in connection with this Agreement that may not be settled through discussions between them shall finally be subject to settlement by an appropriate court of the Federal Republic of Germany in accordance with the laws of the Federal Republic of Germany.

7.1. This Agreement shall enter into effect on the date of signing and sealing by the authorized representatives of the both Parties and shall be considered valid up to complete fulfillment by the Parties of all their obligations hereunder for the period of 1 (one) year.

7.2. If neither Party announces termination of this Agreement within 30 (thirty) calendar days before its stated expiration, this Agreement shall be automatically extended for the subsequent year.

7.3. Each Party is entitled to terminate this Agreement at any time before the expiration of its validity by giving the other Party 30 (thirty) days prior written notice.

7.4. If the Carrier fails to deliver the Goods within 30 days from the delivery date the Client shall be entitled to terminate this Agreement by giving 2 (two) days prior written notice to the Carrier. In this case, the Carrier shall compensate all damages suffered by the Client due to late delivery.

8.1. The Carrier shall protect any information of technical, technological, commercial, organizational, financial or personal nature, programs, personal data or any other information, irrespective of its contents or form, concerning essential matters of the Client, especially financial information, alongside with information considered as commercial secret by the legislation against any disclosure.

8.2. A Party affected by force majeure (war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this Agreement or to have avoided or overcome it or its consequences.) shall after any such event give written notice and evidence to the other party of its inability to perform such obligation and the reasons therefore within 15 calendar days upon the occurrence of such event. 

8.3. If the performance by the Carrier any of its obligations under this Agreement is prevented or delayed by force majeure for a continuous period in excess of one month, the Client shall be entitled to terminate this Agreement by giving written notice to the Carrier and the Carrier shall return any prepayment made by the Client within 14 calendar days following its first written demand.

8.4. Any amendment as well as any other modifications to this Agreement shall only be made in written form signed and sealed by both Parties hereof. 

8.5. This Agreement is made in two (2) equal original copies. Each Party has received 1 (one) original copy of the Agreement. 

8.6. If any provision of the Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of the Agreement and the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be effected thereby, and each provision of the Agreement shall be valid and enforceable to the fullest extent permitted by law.