CONTRACT NO.
for transport and shipping services
N. Novgorod
________________
Limited Liability Company "__________________", hereinafter referred to as Customer, in the
person of __________, acting on the basis of Power of Attorney № _______________, on the one hand,
and __________________________(kind of liability) "_________" hereinafter referred to as Shipping
Agent, acting on the basis of Articles of Association, on the other hand, have concluded the present
Contract on the following:
1. Subject of a Contract
1.1. In accordance with the terms of the present Contract the Shipping Agent shall undertake a
commitment to deliver cargo transportation services, ensure shipment and receiving cargo and other
services related with cargo transportation (hereinafter - services) and the Customer shall pay the price
agreed by the parties for the services.
During arrangement of cargo transportation the Shipping Agent shall do the following, if required:
- agreeing terms of cargo transportation and storage to the Customer, time of transshipping cargo
from one kind of transport to another one;
- passing customs and other procedures, required for cargo shipping;
- settlements for cargo shipping with carriers on behalf of the Customer and in its own name;
- obtaining documents required for cargo export and import;
- checking cargo amount and condition during cargo acceptance for shipping;
- cargo storage;
- other services required for arrangement of cargo shipping and agreed by the parties in the present
Contract or additional agreements.
1.2. Relations between Shipping Agent and Customer shall be regulated by:
- Civil Code of RF,
- Federal Law “On transport and shipping” №87-FZ dated 30.06.03
- Rules of transport and shipping activities (approved by governmental regulation №554 dated
08.09.06)
- Procedure of execution and forms of shipment documents (approved by the Order №23 dated
11.02.08),
- CMR from 1956
2. Shipment documents
2.1 For delivery of services by the Shipping Agent that are specified in the p. 1.1 of the Contract, the
Customer shall send an instruction to the Shipping Agent (hereinafter - instruction), made in compliance
with Annex 1.
The instruction to the Shipping Agent shall be agreed by the parties not later than in 48 hours before a
start of service delivery by the Shipping Agent.
An instruction to the Shipping Agent shall be sent by the Customer and agreed by the Shipping Agent
via fax or E-mail with further provision of original documents signed by responsible representatives of
the parties.
The Shipping Agent shall review the instruction within one hour after it is received and shall send it to
the Customer with an approval mark or rejection mark with specified reasons for rejection.
The instruction to the Shipping Agent shall be fulfilled after the moment when the Customer receives
the Shiping Agent’s approval.
The Customer shall be entitled to recall the instruction from the Shipping Agent given earlier at any
stage of fulfilment but with mandatory reimbursement of actual expenses related with its fulfilment.
2.2. Shipping Agent’s receipt (hereinafter - receipt) shall be made by the Shipping Agent during cargo
receiving from a consignor and shall give an ownership title for the cargo to the Shipping Agent before
it’s transferred to the Customer or appointed consignee after the shipment is over. The receipt shall be
sent to the Customer via fax or E-mail within one day after the cargo is accepted for shipment and made
in compliance with a form in the Annex 2.
2.3. If the Shipping Agent accepts the cargo for warehouse storage, the Shipping Agent shall execute
and issue a terminal receipt for the Customer that shall be made in compliance with a form in the Annex
3.
2.4. Shipping documents specified in the points 2.1-2.3 shall be an integral part of the present contract.
3. Rights and duties of the parties.
Rights and duties of the Shipping Agent:
3.1. Rights of the Shipping Agent
3.1.1. The Shipping Agent shall be entitled to recede from the Customer’s instructions only if it’s
done in the interests of the Customer and if the Shipping Agent is not able to ask the Customer for it’s
agreement to such a recede in advance either receive the Customer’s reply within one day after the
Customer is requested.
3.1.2. The Shipping Agent shall be entitled to choose or change kind of transport, cargo shipment
route, sequence of cargo shipping by different kinds of transport for the Customer’s interest if it’s agreed
to the Customer.
3.1.3. The Shipping Agent shall not be entitled to retain the cargo before delivered services are paid
by the Customer.
3.1.4. The Shipping Agent shall be entitled not to start fulfilling its obligations under the present
contract, before the Customer provides required documents and information on cargo characteristics, its
shipment conditions and other information required for fulfilling its duties by the Shipping Agent. In case
of providing incomplete information the Shipping Agent shall request additional data from the Customer
within 1 day after the Shipping Agent is aware that it’s not able to fulfill it’s duties because of missing
documents and information.
3.1.5. The Shipping Agent shall be entitled to check validity of the documents provided by the
Customer and information on cargo characteristics, its shipment conditions and other information
required for fulfilling duties by the Shipping Agent according to the present Contract.
3.1.6. The Shipping Agent shall be entitled to involve the third parties in fulfilment of its obligations
under the present contract. Obligation fulfilment by the third party shall not release the Shipping Agent
from responsibility to the Customer for fulfillment of the contract.
3.2. Rights of the Customer:
3.2.1. The Customer shall be entitled to choose a transportation route and kind of transport.
3.2.2. The Customer shall be entitled to require information from the Shipping Agent about the cargo
shipment process.
3.2.3. The Customer shall be entitled to give instructions to the Shipping Agent due to fulfillment of
the present contract.
3.3. Shipping agent duties
3.3.1. The Shipping Agent shall be obliged to deliver services according to the present Contract and
the Customer’s instructions, accept cargo for delivery in the amount and in number of items specified in
the Customer’s instruction and in directions agreed in the instruction.
3.3.2. In case if there is no possibility of a request on recess from the Customer’s instructions or if a
reply to such a request has not been sent by the Shipping Agent within a day, than the Shipping Agent
shall notify the Customer on made recess within 1 day after such a notification becomes possible.
3.3.3. The Shipping Agent shall issue a shipment document (receipt) to the Customer, and also
provide the Customer with original contracts concluded by the Shipping Agent in accordance with the
present contract on behalf of the Customer on the basis of power of attorney issued by the Customer.
3.3.4. The Shipping Agent shall ensure timely delivery of transport means in running order for
loading, that are suitable for given kind of cargo and equipped with fixtures and fastening belts, are in
compliance with sanitary requirements and requirements of international and Russian regulations.
3.3.5. The Shipping Agent shall daily inform the Customer before 14-00 (Moscow time) about
transport means movements and downtimes, accidents and other unexpected circumstances that prevent
from timely delivery of cargo, in the following form:
Load place
and consignor
Number of a vehicle
Location of a vehicle
at the moment
Information shall be sent via fax (831) 299-08-88 via E-mail: YegorovAN@gaz.ru
If necessary, the Customer shall be entitled to be additionally informed by the Shipping Agent (via
phone, fax, etc.) about transport means location.
3.3.6. If necessary, the Shipping Agent shall book places at transport means for the Customer’s
goods, agree time for cargo delivery to ports, airports, railway stations, as applicable, notify the Customer
about shipment timelines and amounts according to the booking confirmed.
3.3.7. Under the Customer’s instructions and at the Customer’s expense the Shipping Agent shall
arrange (re-) packing, (re-) labelling, packaging repair, temporary cargo storage (with execution of a
warehouse receipt (p. 2.3 of the present contract), customs clearance (according to the customs
regulations and supply contract), loading-unloading and other cargo processing in timelines specified in
the Customer’s instructions and cargo protection in the process of delivery.
3.4. Customer duties
3.4.1. The Customer shall timely provide the Shipping Agent with full, accurate and reliable
information on cargo specifications, handling conditions and other information needed for fulfillment of
obligations by the Customer, that are provided in the present document, and documents that are required
for customs, sanitary and other kinds of state control.
3.4.2. The Customer shall pay service price to the Shipping Agent according to the procedure
provided in the Section 4 of the present Contract.
3.4.3. The Customer shall ensure loading-unloading at the forein territory within 24 hours, at the
territory of Russia and CIS-countries - within 48 hours. Time countdown shall be started from:
- a moment of a transport mean arrival to a loading/unloading point, if it arrives before 12-00 on
agreed date;
- from 9-00 on the day coming after a date of arrival, if it arrives after 12-00 on the day coming after
the day of arrival and departure for loading/unloading.
4. SETTLEMENTS.
4.1. Service payment amount under the present contract shall be determined by a memorandum of
price agreements or agreed in the instruction which are integral parts of the present contract, and shall
include the Shipping Agent’s expenses related with fulfillment of the present Contract.
4.2. The payment under the present Contract shall be made in 60 days after a shipment is over and
the Customer receives documents, specified in the p. 4.3 of the present Contract.
The payment under the present Contract shall be made through payment orders. If agreed by the
parties the settlements may be made by means of letters of exchange. Requisites of transferred letters of
exchange shall be specified in statements of transfer and acceptance of letters of exchange signed by the
parties. The Customer’s obligation of payment with letters of exchange shall be considered as fulfilled
after the parties sign statements of transfer and acceptance of letters of exchange on the basis of its
nominal value which is shown in statements of transfer and acceptance of letters of exchange or letter of
exchange transfer from the Customer’s depositary account to the Shipping Agent’s bank which shall be
confirmed by an order for transfer/receiving transferred papers.
4.3. The Shipping Agent shall provide the Customer with the following documents for making
settlements:
- Service Acceptance Act, signed by authorized representatives of the Parties;
- Shipping Agent’s receipt, that shall be made according to the form in the Annex 2;
- a terminal receipt (if the Shipping Agent has accepted the cargo for warehouse storage), that shall be
made in compliance with a form in the Annex 3;
- The Shipping Agent’s invoice with specified order number of the Customer and number of the present
contract;
- shipping note with cargo receiving and delivery marks (if goods are delivered by road).
4.4. The Shipping Agent shall provide original documents specified in the p.4.3 to the Customer
within 20 days after the cargo has been delivered. If the documents are not filled out correctly, than the
payment shall not be made and the documents shall be returned to the Shipping Agent for repeated
execution.
In case of delay of properly executed documents, the Customer shall be entitled to move a payment
date for the same number of days as the delay may take. The Customer shall not be liable for timely
payment in such a case.
In case of failure to meet a timeline for providing an invoice, the Customer shall be entitled to charge
the Shipping Agent with a penalty in the amount of VAT for each delayed invoice or the invoice that has
not been provided at all.
5. RESPONSIBILITY OF THE PARTIES.
5.1 Parties of the contract shall bear responsibility according to current legislation of Russian
Federation and regulations listed in the p. 1.2 of the present Contract in case of non-fulfillment or
improper fulfillment of their commitemnts under the present Contract.
5.2. The Shipping Agent’s responsibility to the Customer shall be a compensation of actual loss
from loss, deficiency or damage of cargo after it has been accepted for shipment and before it is delivered
to the Consignee, if it does not prove that the loss has been caused by circumstances that could not be
avoided by the Shipping Agent and eliminated by it.
The loss shall be reimbursed in full amount of lost, missing or damaged cargo.
5.3. Along with a compensation of actual loss, caused by loss, deficiency or damage of cargo, the
Shipping Agent shall return an amount of payment for delivered services in proportion to the value of
lost, missing or damaged cargo, and lost profit in full.
5.4. In case if the Customer detects loss, deficiency or damage of cargo it shall notify the Shipping
Agent in written form within 30 calendar days after the cargo is received about loss, deficiency or damage
of cargo with showing the generic sort of deficiency or damage of the cargo.
5.5. If the Shipping Agent rejects the Customer’s instruction according to the p.2.1 of the present
contract within over 4 hours after such an instruction is received by the Shipping Agent by fax, the
Customer shall be entitled to charge a penalty to the Shipping Agent in the amount of 15% of service
value under the instruction.
5.6. If a delay of cargo delivery causes stop production at OJSC GAZ, AZ GAZ or other consignees
(consumers) of cargo, the Shipping Agent shall reimburse losses to the Customer in the amount calculated
on the basis of a document of delay and expenses calculation made by OJSC GAZ, AZ GAZ or other
consignees (consumers) of cargo.
5.7. For each case of breaching a commitment of notifying the Customer by the Shipping Agent,
stipulated in the point 3.3.5 of the present Contract and/or failure to meet the timeline for provision of the
shipping agent’s receipt stipulated in the point 2.2 of the present Contract, the Customer shall be entitled
to charge the Shipping Agent with a penalty in the amount of 5% from the price of services delivered.
5.8. For untimely delivery of transport for loading and failure to meet the terms of cargo delivery
specified in the instruction, the Shipping Agent shall pay EUR 100 to the Customer for each day of delay.
5.9. For untimely loading transport and other downtimes caused by the Customer, the Customer
shall pay EUR 100 to the Shipping Agent for each day of delay.
5.10. If the Shipping Agent delivers services under the present contract related with international
cargo transportation, the Shipping Agent shall be liable in the amount stipulated in the points 5.2.5.3, 5.55.8 of the present Contract.
Limit of the Shipping Agent’s liability at delivery of shipping services related with international
cargo transportation shall not be limited with number of payment units stipulated in the point 3 article 6,
point 2 article 7 of the Federal Law “About transportation and shipping” and shall be a full amount of loss
caused by loss, deficiency or damage of cargo.
5.11. Parties shall fix the amount of services for the period specified in the memorandum of price
agreement or the instruction. In case if the Shipping Agent unilaterally increases the amount of services
specified by the parties in memorandums of price agreement or the instruction, the Customer shall be
entitled to charge the Shipping Agent with a penalty equal to services amount increase value for each
shipment.
5.12. Losses, caused by non-fulfilment or improper fulfilment of its obligations by the Shipping
Agent under the present contract, may be collected by the Customer in full amount in addition to the
penalty stipulated in the contract.
6. FORCE-MAJEURE.
6.1. The parties shall be released from the responsibility for the partly or complete non-fulfilment of
the obligations under the present contract if this nonfulfilment is consequence of force-majeure
circumstances that have arisen after conclusion of the present Contract. Force-majeure circumstances to
be considered by the Parties shall be as follows: fires, floods, earthquakes, wars, restrictions imposed by
any governmental authority and other which are out of the control of the contractual Parties and
significantly influence on fulfilling contractual obligations by the Parties.
6.2. A statement by the local Chamber of Commerce confirming the occurence of circumstances
stipulated in the point 6.1 of the present Contract shall be conclusive evidence of such circumstances.
6.3. If a circumstance is temporary, release from the responsibility shall be effective for a period
when such circumstances and their consequences continue.
6.4. The Party which is unable to fulfill its obligations under this Contract shall inform the other
Party within 3 days about occurence, assumed duration and termination of such circumstances and shall
bear risk of losses caused by non-informing or untimely notification.
6.5. If such circumstances or their consequences last more than three months each of the parties has
the right to terminate the Contract unilaterally without an obligation to compensate any possible damages
but it shall notify the other Party about termination of the Contract in written form.
7. Disputes.
7.1. Any disputes shall be settled in an amicable way.
7.2. Should the Parties fail to come to agreement, they shall determine a dispute settlement
procedure.
7.3. Claims related with improper fulfilment of contractual obligations by the Party shall be
announced by the Party in written form and reviewed within 30 days after the moment of receiving.
Requirements and circumstances on which they are based, amount of claim, reasonable calculation and
list of attached documents shall contain in the claim.
Claims and replies shall be signed by authorized persons and sent by registered mail. Delivery
confirmation with a reference to the number of a claim sent shall be a proof of observing claim procedure.
7.4. In case of partly or complete rejection to satisfy a claim or no reply to the claim within 30 days
after it is received, all the disputes, discrepancies and conflicts arising in relation of fulfilment of the
present contract and in case of its violation or termination shall be settled in the Arbitration Court at the
Customer’s place.
8. Change and termination of the contract.
8.1. The Contract may be amended if agreed by the Parties. Either of the parties shall be entitled to
terminate the contract by written notice to the other Party not less than 30 days before the intended date of
termination.
8.2. All amendments and additions to the present Contract shall be made in written form and shall
be valid if they are signed by authorized representatives of the Parties and stamped by the Shipping Agent
and the Customer.
9. Miscellaneous.
9.1 Relations between the Parties that are not provided in the present Contract shall be governed by
regulations listed in the point 1.2 of the present contract.
9.2. Documents (except settlement documents) sent via fax shall be effective but it shall not release
the Parties from further delivery of original documents to each other.
9.3. The present Contract is drawn up in two original copies that shall be valid equally, one copy for
each Party.
9.4. Notifications, announcements, notices for the present Contract shall be sent by mail, fax, telex,
teletype. Risk of garbling or non-receiving information by other Party shall be borne by the Party that
sends information by mail, fax, telex, teletype.
9.5. The present Contract shall become effective from the moment of its signing and shall be valid
until 31 December 2014.
10. Addresses and requisites of the Parties
Customer: LLC "__________________"
_______________________________________________________________
Post address: ________________________________________________
_______________________________________________________________
correspondent account________________________
BIC_______________________
TIN___________________________Industrial Enterprises Classifier________________________
Russian Business and Organization Classification
________________ / ____________ /
The Shipping Agent:__________________________________________________________
Legal address:_______________________________________________________
Post address:________________________________________________________
TIN___________________________Industrial Enterprises
Classifier________________________Russian Business and Organization Classification
settlment account________________in________________________________________
correspondent account______________BIC____________________
_________________ / __________________ /
The form has been approved by the Decree
of Department of Transportation RF №23 dated 11.02.08
Annex №1
to Transportation and Shipping contract
An instruction for the Shipping Agent
_______________
(date)
________________
(number)
Consignor________________________________________________________________
_______________________
Customer_________________________________________________________________
_______________________
Consignee
________________________________________________________________
The
Shipping
Agent:__________________________________________________________
To
notify
the
Party
on
delivery
of
the
cargo_________________________________________________________
Country
of
origin___________________________________________________________
Goods
ready
for
delivery,
place,
data________________________________________________________________
Kind of transport_______________________________________________________
Destination point___________________________________________________________
Insurance_________________________________________________________________
______________________
Product code_______________________Label___________________________
Number of lots, type of package_______________________________________________
Gross weight, net weight___________Volume_________Price_______________
Package size_____________________________________________________________
Required documents_____________________________________________________
Cargo delivery
period_________________________________________________________
Service price___________________________________________________________
Special marks___________________________________________________________
Customer signature________________________________________________________
Approved________________________________________________________ _(The Shipping Agent’s signature)
The form has been approved by the Decree
of Department of Transportation RF №23 dated 11.02.08
Annex №2
to Transportation and Shipping contract
Shipping Agent’s Receipt
_______________
________________
(date)
(number)
Consignor________________________________________________________________
_______________________
Customer_________________________________________________________________
_______________________
The
Shipping
Agent:__________________________________________________________
Country
of
origin___________________________________________________________
Product code____________________________Label___________________________
Number of lots, type of package_______________________________________________
Gross weight, net weight___________Volume_________Price_______________
Package size_____________________________________________________________
Conditions________________________________________________________________
__
Special marks___________________________________________________________
State bnumber of a vehicle to be
loaded__________________________________________________
State number of a vehicle to be unloaded shall be filled out after the vehicle arrives at unloading
place________________________________________
The Shipping Agent’s
signature____________________________________________________________
The form has been approved by the Decree
of Department of Transportation RF №23 dated 11.02.08
Annex №3
to Transportation and Shipping contract
Terminal receipt
_______________
(date)
________________
(number)
Customer_________________________________________________________________
_______________________
The
Shipping
Agent:__________________________________________________________
Warehouse_______________________________________________________________
__________________________
Country
of
origin___________________________________________________________
Insurance_________________________________________________________________
______________________
Product code____________________________Label___________________________
Number of lots, type of package_______________________________________________
Gross weight, net weight___________Volume_________Price_______________
Package size_____________________________________________________________
Conditions________________________________________________________________
__
Special marks___________________________________________________________
The Shipping Agent’s
signature____________________________________________________________