GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS TRANSPORTATION SERVICES (2020)
The General Terms and Conditions for goods transportation services (hereinafter referred to as the General Terms and Conditions) of UAB Oqema, legal entity code 166102551, registered office address Kajackiškės k. 9, Kazlų Rūdos municipality., correspondence address Veiverių St. 139 (III floor) LT-46389 Kaunas (hereinafter referred to as the Customer) area applied to all the contracts concluded by the Customer with third parties (hereinafter referred to as the Service Provider) regarding transportation and/or forwarding of goods, as well as other Services related to transportation of goods (hereinafter referred to as the Services), unless the Parties agree in writing differently.
1. APPROVAL OF THE GENERAL TERMS AND CONDITIONS
1.1. The Service Provider undertakes to comply with the terms and conditions specified in the goods transportation order submitted by the Customer (hereinafter – the Order), as well as the present General Terms and Conditions, including the requirements of legal acts of the Republic of Lithuania, and European Union, if the Service provider: (a) approves the Order; (b) starts providing the Services; (c) accepts the goods for transportation; (d) by submitting an invoice for the Services.
1.2 Any amendments and/or supplementing the terms of the Orders, including the present General terms and conditions, are considered effective only provided the Parties agree regarding them in writing.
2. PRICES, FEES AND CHARGING
2.1. The price of the Services specified in the order is considered to be final and inclusive of all costs and expenses related to the transportation of goods, all taxes, as well as all taxes payable by the Service Provider, transportation and liability insurance costs, as well as downtime, if were not caused by the fault of the Customer or the persons engaged thereby, unless the parties agree otherwise in writing.
2.2. The Customer shall pay for the duly provided Services within 30 calendar days from the submission of the VAT invoice and the consignment note to the Customer, unless a different payment term is specified in the Order.
2.3. The Customer has the right to withhold any payments to the Service Provider by notifying the Service Provider thereof in writing (by e-mail), in the case that: (1) if the delivery of the Goods is delayed and this may result in a loss to the Customer, prior to the submission of the claim for loss; (2) if the goods are delivered damaged or not delivered, until the extent of the loss is determined. The Customer has a right to unilaterally set off any amounts payable to the Service provider against the amounts due by the Service provider to the Customer, including any loss.
3.1. The Service provider undertakes to carry out the transportation of the goods under following the conditions set forth in the Order.
3.2. The conditions of transportation of goods, delivery terms, instructions to the carrier, the amount of the fee for transportation and the procedure of payment specified in the Order are also binding to the Service Provider. In case the Service Provider is not in a position to fulfil any of the condition, the Service Provider shall immediately notify the Customer thereof.
3.3. The Customer has the right to unilaterally change the terms of the Order (place of dispatch and destination of the cargo, consignor and consignee of the freight and other conditions of transportation), informing the Service Provider thereof 24 (twenty four) hours before the loading of the goods.
3.4. The Order shall be deemed accepted and legally binding upon the Parties from the moment, (a) the Parties sign it, or (b) the Customer submits the Order by post, fax, e-mail, by post or other electronic means and approved by the Service Provider, or (c) the Service Provider or a person employed by the Service Provider accepts the goods for transportation.
4. REQUIREMENTS FOR THE VEHICLE
4.1. The Orders submitted by the Customer may specify requirements for the vehicle and the semi-trailer. Unless the Order indicates differently the goods must be transported in a tent-covered semi-trailer. The vehicle (semi-trailer) and the containers used for transportation (container, etc.) must be dry, clean, airtight, free of unwanted odors; the vehicle must be adapted to transport the freight specified in the Order.
4.2. Special requirements: certain goods (e.g. emulsions) must be transported under a specified temperature regime. In this case, it is considered that all the goods specified in the Order must be transported in accordance with the specified temperature regime. Liquid goods must be transported in tanks. The tanks must be equipped with unloading hoses and compressors (if indicated in the Order). Goods subject to special requirements must be transported separately and may not be carried in collective shipments (with goods from other customers).
4.3. In case the goods are considered hazardous, that is specifically noted in the Order. The Service Provider must ensure that the vehicle meets all the requirements for the transport of dangerous goods and must obtain all documents and permits required for the transport of such goods.
5. LOADING AND UNLOADING
5.1. If the deadline for delivery of the vehicle specified in the Order is specified on a specific day, the Service Provider must deliver the vehicle on the specified day during the working hours of the consignor (Customer, warehouse or other sender), unless a different time is indicated in the Order.
5.2. If the goods are transported by road, the Service Provider must ensure that the driver is present during the loading and unloading of the freight. When accepting the freight the Service Provider (the driver) shall thoroughly check: (i) whether the consignment note indicated a correct number of freight items, labelling and numbering; (ii) the external condition of the freight and the packaging. Having noticed a damaged cargo packaging and/or improper cargo packaging, or in case of any discrepancies, the Service Provider must specifically indicate that in all copies of the consignment note and immediately inform the Customer in writing thereof. In case upon acceptance of the cargo it is not possible to check the external condition of the cargo and packaging and/or count the number of freight units, or if the driver is not allowed to participate in loading or unloading the freight, the Service Provider must also state the reasons in the consignment note and immediately inform the Customer.
5.3. When accepting the goods the Service Provider shall thoroughly check for some apparent mismatch between the freight transportation documents and the Order. If discrepancies are noticed, the Service Provider must immediately inform the Customer in writing and receive instructions on how to proceed.
5.4. The Service Provider must have and obtain at his own expense all permits, visas, freight lashing straps, ADR equipment, etc. required for the transportation of freight.
5.5. The Service Provider must properly secure the transported goods and check the fastening of the goods regularly throughout their transportation. Having noticed any faults in fastening of the goods, the Service Provider shall notify the Customer thereof.
5.6. Having delivered the freight the Service Provider shall hand the freight over to an eligible person. In all cases, the Service Provider must ask the person accepting the freight to produce a document proving his identity. If the consignee is a legal entity, the Service Provider must make sure that the person receiving the cargo is an employee or other legal representative of the said legal entity. The Parties agree that if the Carrier does not verify the identity of the person receiving the freight and does not make sure that the person is authorised to accept the freight, these actions (omissions) are considered gross negligence of the Service Provider, which under the law of the Republic of Lithuania is considered to constitute an intentional act.
6.1. When executing the Order, the Service Provider must comply with the requirements (instructions) specified in the Order, that the Service Provider must introduce to the driver(s) of the vehicle used for the carriage of goods and other persons involved.
6.2. The Service Provider must immediately inform the Customer in writing about any circumstances that may prevent the timely delivery of the vehicle and/or delivery of cargo to the destination, as well as other circumstances that may affect the performance of the Contract. Where the circumstances as described above become known, that Service Provider must receive the instructions from the Customer and take all the measures to remove the circumstances. In order to avoid any ambiguity, the Parties agree that the submission (receipt) of the Customer’s instructions does not release the Service Provider from liability for non-performance or improper performance of obligations under the Agreement.
6.3. IN case the goods are carried by roads the Service Provider is authorised to acccept the goods for carriage only holding a third party liability insurance (insurance coverage) insuring the carrier’s liability according to the Convention on the Contract for the International Carriage of Goods by Road, signed in Geneva in 1956.
6.4. The Service Provider undertakes to immediately inform the Customer in writing about the inspections performed by the customs or other public authorities. If for the purpose of inspection the the cargo seal was removed, the Service Provider undertakes to obtain a document from a public authority confirming this.
6.5. The Parties agree that without having received a prior written consent from the Customer the Service Provider shall not: (a) tranship the cargo; (b) replace the vehicle and/or semi-trailer during the carriage of the goods; (c) transfer cargo to another carrier, and/or engage third parties to fulfil its obligations under this Order.
6.6. The Service Provider shall inform the Customer about the location and the movement of the vehicle with the freight. The Service Provider undertakes to inform the Customer about any deviation from the terms of freight transportation specified in the Order.
6.7. Under no circumstances can the Service Provider withhold the freight.
6.8. The Service Provider must ensure that the vehicle will is not used to keep (transport) any items that are: (1) are not declared although they must be declared; (2) withdrawn from circulation or is of limited circulation; (3) which are prohibited from being held or transported under the laws of any of the countries in whose territory the transportation takes place; (4) the driver is not permitted not take any third parties (passengers) with him; (5) in the event of theft or traffic accident, the Service Provider immediately notify the local police and inform the Customer.
6.9. The Service Provider undertakes to comply properly with the requirements of the legislation in force in the EU countries regarding the establishment of the minimum wage, including the requirement to pay the driver at least the wages at an hourly wage established by the legislation. Where the Service Provider breaches the requirement, the Service Provider undertakes to compensate the Customer for any loss the Customer had experienced for that reason.
7.1. The Service Provider shall be liable for the loss and (or) damage of the freight or its part from the moment the cargo is accepted for carriage until the moment of its transfer to the person entitled to receive the cargo, as well as for delay in delivery, in the manner set forth in legal acts of the Republic of Lithuania. If the Parties conclude a contract for forwarding services, the freight forwarder is responsible for the entire transport process.
7.2. If the Service Provider fails to deliver the vehicle in time as specified in the Order, or delivers a vehicle in poor condition, or the Service Provider provides a vehicle that is not suitable for transporting the freight specified in the Order, the Carrier undertakes to pay the Customer a penalty in the amount of 50 EUR for each day of delay in providing a suitable vehicle, and compensate for any loss that is not covered by the paid penalties.
7.3. In case the Service Provider withdraws from a confirmed Order, the Service Provider undertakes to pay the Customer the contractual penalty in the amount of 20 (twenty) percent of the charge for the transportation of the freight, and compensate the loss suffered by the Customer to the extent the loss was not covered by paid contractual penalty.
8. REPRESENTATION AND GUARANTIES OF THE PARTIES
8.1 The Parties and/or their representatives represent and guarantee to each other that:
8.1.1. Authority. Each of them and/or their representatives has the unrestricted right and authority to enter into, sign and enforce this Contract. This Agreement constitutes a binding obligation of a Party, which may be enforced.
8.1.2. Guarantees. Neither the conclusion of the Contract, or the execution of the contractual terms violate (i) any decision or prohibition of a court, state or local authority applicable to it; (ii) any agreement to which it is a party or any other obligation applicable to it; (iii) any provisions of applicable law.
9.1. All notices, requests, claims and other correspondence must be in writing and served to the addressee in person, by fax or e-mail (acknowledgement of receipt to the addressee), or sent by registered or courier service to the following addresses of the Parties, or to other addresses of the Parties which it indicates as the correspondence address.
9.2. When any correspondence is (i) delivered in person, it is considered to be served on the day of receipt; (ii) sent by fax or e-mail, the letter is considered to be received on the day of its dispatch, if the correspondence is dispatched on a business day before 5:00 pm, or on the next working day if the letter is sent on a day-off or a working day but after 5:00 pm; (iii) sent by registered mail. it is considered to be received on the third day after the dispatch; and iv) sent by courier mail, it is considered to be received on the day following the dispatch day.
9.3. In case of a change in the address and/or other contact data of the Party, the Party shall notify the other Party within no later than 3 (three) working days. Having submitted a notice to the other Party at the addresses referred to in Clause 1.1 (including fax and e-mail addresses) of the Contract, or at the addresses last provided by the other Party, if the change in the details, has been notified, the Party is considered to have properly discharged its notice obligation.
10.1. The Service Provider undertakes not to disclose to third parties the content of this Contract, or the Order and the information received from the Customer during the negotiations regarding the Contract or when submitting and/or executing the Order, or which became available or known to the Service Provider in the course of cooperation with the Customer, except where a written consent of the Customer has been received.
10.2. All this information is considered confidential, except for information that is publicly available, or in respect of which a written confirmation of the Customer has been received confirming that it is not confidential. In case the Service Provider breaches its obligation to protect confidential information, the Service Provider shall a contractual penalty of EUR 1,000 (one thousand), and compensate the Customer for any damage it has suffered for that reason. The damage shall be compensated within 14 calendar days of the receipt of a claim for damages.
11. APPLICABLE LAW AND JURISDICTION
11.1. The Contract concluded between the Service Provider and the Customer and the Order shall be governed by the law of the Republic of Lithuania.
11.2. All the disputes between the Parties shall be resolved by way of negotiations. If the Parties fail to resolve the dispute through negotiations, any dispute, disagreement or claim arising out of or in connection with this Contract or an Order, their breach, termination or validity shall be finally settled in accordance with the laws of the Republic of Lithuania according to the location of the registered office of the Customer.
12. OTHER PROVISIONS
12.1. The Parties agree that the freight transportation conditions set forth in the Order have priority against the General Terms and Conditions.
12.2. Neither Party shall be entitled to assign its rights and obligations under this Contract to any third party without the prior written consent of the other Party.
12.3. All amendments, additions and supplements to the General Terms and Conditions are valid only if they have been made public or sent to the Service Provider. This Contract, its Annexes, and all information, documents, and correspondence relating to this Contract shall be treated as confidential and shall not be disclosed to third parties (except in the cases when the disclosure is required by law).