CONTRACT NO.
On freight-forwarding services of combined transportation of export, import and transit
goods
Minsk
date
LLC “PRIORITY-TRANS”, here-in-after referred to as «Forwarder», represented by ____________________, acting on the 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:
1. SUBJECT OF THE CONTRACT
1.1.
1.2.
In the order and conditions stipulated by the present contract, the Forwarder undertakes for
remuneration and on expense of the Customer to fulfill or organize execution of freightforwarding services, connected with transportation of export, 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 Customer undertakes to pay the cost of Forwarder’s
services. For this the Forwarder:
- organizes the process of goods transportation by sea, truck and railroad transport;
- coordinates schemes (route, succession) of goods transportation by several kinds of
transport;
- performs settlements with other participants of 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.
The list of services, provided by the Forwarder, is enlisted in a written order for each
goods shipment.
When services are needed under the present contract, the Customer sends the Forwarder a
written order (here-in-after – «Order») for each separate goods shipment. The following
things must be indicated in the Order:
1.2.1. name of the shipper (legal entity) and of the natural person, 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. other data on request of the Forwarder, if this is necessary for proper service
provision under the present contract.
1.3. An Order is sent to the Forwarder by fax or by e-mail address: priority-trans@mail.ru.
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.
2.
RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1.
The Customer has the right to:
2
2.1.1. request information about the Order execution progress and the goods transportation state
from the Forwarder.
2.1.2. refuse from the present Contract on a prior notification of the Forwarderа not 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 Customer is obliged to:
2.2.1. provide goods in a suitable for transportation condition, in an indicated place and within set
time period;
2.2.2. provide data about type, size, weight of the goods, shipping and destination points, other
documents and information, needed for proper execution of the present contract by the
Forwarder;
2.2.3. inform the Forwarder in a written form about goods 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. provide written instructions for 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 an authorization to the Forwarder, necessary for providing services under the present
contract.
2.3. The Forwarder is 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 tonnage affreightment, remarking, packaging repairs, weighting and detection of 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
2
3
2.3.4.
2.3.5.
2.3.6.
2.3.7.
2.3.8.
2.4.
2.4.1.
2.4.2.
2.4.3.
2.4.4.
2.4.5.
2.4.6.
2.4.7.
2.4.8.
2.4.9.
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;
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 rescue in case of a general average.
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;
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;
protect the Customer’s interests and act as his representative in sea and river ports, at
railroads and other companies, authorities and organizations;
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.
The Forwarder has the right to:
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).
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;
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;
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;
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;
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);
retain the goods in case of non-fulfillment by 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;
satisfy his claims from the cost of the goods in a volume and order, provided for claims
satisfaction, insured by mortgage;
request from the Customer any additional information about the goods qualities, about
transportation conditions and other information, necessary for proper fulfillment of the
contract.
3.
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
4
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 Belarus on 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.
4. LIABILITY OF THE PARTIES
4.1.
4.2.
4.3.
4.4.
In case of loss, spoiling, damage or shortage of the goods, the Forwarder shall be
responsible to the Customer 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).
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.
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.
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 stock pending 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 Euro for each started 24 hours on the expiry of
time for 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.
for tramp ships 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
5
4.4.3. Responsibility of the Customer for a container demurrage over a normative time, and
also usage and storing of a container 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.
4.6.
4.7.
4.8.
4.9.
4.10.
4.11.
4.12.
4.13.
4.14.
4.15.
4.16.
4.17.
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.
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.
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, discrepancy penalty, 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).
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 nonrefundable.
Each Party must fulfill their obligations properly lending every possible support to the other
Party.
The Party that breaks its obligations under the contract must eliminate such violations
without delay.
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.
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.
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.
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.
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 of Ministers of the Republic of Belarus from 09.02.96
no. 86).
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.
The Customer bears 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.
5. FORCE MAJEURE
5
6
5.1.
5.2.
5.3.
5.4.
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.
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.
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
from their beginning and cessation inform in a written form the other Party about the
beginning and an estimated duration and cessation of such circumstances. Certificates issued
by a chamber of commerce and industry or the relevant authority in the country where the
force majeure circumstances took place will be sufficient proof of such circumstances.
Absence of notification or belated notification about force majeure deprives the Party of the
right to refer to force majeure as a reason that frees him from the responsibility for nonfulfillment or improper fulfillment of the obligations under the present contract.
6.
CLAIMS. ARBITRATION. APPLICABLE LAW.
6.1.
In case of loss, spoiling, damage or shortage of the goods, the Customer must present a
written claim about damage compensation to the Forwarder.
The Party to which a claim has been produced, must examine it and give a written grounded
decision not later than 30 (thirty) days from the moment of its receipt. Producing of a claim
does not free the Customer from execution of all foreseen by the present contract or/and
order settlings.
Claims on freight operations as well as on compensation of expenses to the Forwarder,
connected with providing of services under the present contract, including payment for
“dead” freight, are to be examined by the Customer not later than 7 (seven) days from the
date of their receipt. In the absence of a grounded reply within the set time period, the claim
is considered to be accepted by the Customer, and the size of the expenses to be
compensated is considered to be conformed in the amount indicated in the claim.
If the Parties do not come to any mutual agreement, all disputes and dissents shall be subject
of proceedings at the Economic Court of the city of Minsk.
For questions, not settled by the present contract, the Parties, in the first instance, follow
international conventions on transportations, including the “Convention on the Contract for
the International Carriage of Goods by Road (CMR)” 1956, “Convention on the Carriage of
Goods by Sea (Hamburg Rules)” 1978, “Convention on International Multimodal Transport
of Goods” 1980, “Convention for the Unification of Certain Rules Relating to International
Carriage by Air (Brussels Convention or Hague Rules) 1924, the Protocol amending the
International Convention for the Unification of Certain Rules of Law relating to Bills of
Lading (Hague-Visby Rules) and also by international customs and lex mercatoria, and for
questions, directly or indirectly not settled by the mentioned sources – by the legislation of
the Republic of Belarus.
6.2.
6.3.
6.4.
6.5.
7.
OTHER CONDITIONS
6
7
7.1.
7.2.
This contract shall come into power from the moment of its signing by the Parties and is
valid indefinitely, but, in any case, till full execution by the Parties of their obligations.
The present contract can be changed by agreement of the Parties. Any amendments to the
contract are valid if they are done in a written form by composition and signing of annexes.
The present contract can be terminated earlier by agreement of the Parties or in compliance
with legislation.
All orders (notifications, announcements, claims), connected with a fulfillment, change and
termination of the present contract, are to be done in a written form and are to be sent by
post (usual or with return receipt requested), or by fax, or e-mail, or by special delivery.
The present contract is a final agreement of the Parties. All negotiations and correspondence,
prior to the present contract signing, from the moment of its signing lose their power and
cannot have any juridical meaning in resolving disputes between the Parties.
The present contract is made in Russian and English in two originals, both having equal
legal power, one copy for each Party.
The present contract, annexes and other documentation can be signed by the Parties if signed
and sent by fax. Fax copies have legal power until original copies are executed by the
Parties.
If the delivered goods or its part are not accepted by the Customer, his authorized
representative or the consignee in the place and time indicated by the Customer in his order
to the Forwarder. The refusal fact is drawn properly in a transfer-acceptance act.
In case there are regulations and conditions in an Order, which differ from regulations and
conditions, stipulated in the present contract, the priority will be given to regulations and
conditions stipulated in each particular Order.
7.3.
7.4.
7.5.
7.6.
7.7.
7.8.
7.9.
8. LEGAL ADDRESSES, BANK DETAILS AND SIGNATURES OF THE PARTIES
Forwarder:
Customer:
7