Freight forwarding agreement
Sample model CONTRACT
t. Chisinau «___» _____________ 2010г.
Transport forwarding company “_____________________”, hereinafter referred to as the Carrier, represented by________________________ , acting on the basis of the Charter, on the one hand, and ________________________ , hereinafter referred to as the Customer, represented by, ____________________________________, on the other hand, have entered into this Agreement as follows:
1.SUBJECT OF CONTRACT
1.1. The subject matter of this Contract is the procedure of mutual relations arising between the Customer and the Carrier when planning, performing and paying for transportation services in international road transport.
2.1.Within the framework of this Contract, the Customer and the Carrier shall act in their own name and on behalf of organisations (Customers) with which they have direct contracts. 2.2.The relationship between the Customer and the Carrier shall be based on the provisions of the Convention on the Contract for the International Carriage of Goods by Road (CMR) and the Protocol to the CMR Convention of 05.07.78,
2.3.A transport order shall be drawn up for each individual loading, which shall contain a description of the conditions and specifics of the particular transportation and shall be an appendix to this Contract.
2.4.The confirmation of the fact of service provision shall be the original of a standard consignment note (CMR) with the marks of the consignor, carrier (forwarder), consignee and customs authorities.
3.1.The Customer shall inform the Carrier about the terms and volumes of the forthcoming transports, quantity and required type of the rolling stock. The information shall be transmitted by facsimile / E-mail in the form of a transport order, containing in addition the following information:
- unique order number;
- exact addresses of loading and unloading places;
- date and time of vehicle arrival for loading;
- cargo weight and type;
- The sender’s and receiver’s addresses and contact telephone numbers;
- Addresses for customs formalities during loading and unloading;
- delivery time to the recipient;
- freight amount, form and terms of payment for transportation;
- other features of the transport of a particular consignment.
3.2.The Carrier shall deliver to the Customer by fax/e-mail a written confirmation of the acceptance of the order for execution, indicating the registration numbers of the chartered vehicle and with the obligatory signature of the authorized representative and stamp of his company. The order shall be deemed accepted after receipt of confirmation.
- 3.3. Terms stipulated in a particular transport order shall take precedence over the terms of this contract.
- 4.1.Responsibilities of the Customer
- 4.1.1.The Customer shall be obliged to provide in its application all necessary information on the carriage in the form specified in Clause 3.1 of this Agreement, and to guarantee the accuracy of the information provided.
- 4.1.2.The Customer shall be obliged to ensure that the vehicle loading/unloading procedure and customs clearance of the transported cargo is carried out before 20:00 local time of the next working day in the CIS countries and before 20:00 local time of the current day in foreign territories including weekends and holidays of the host country (provided that a weekend/holiday falls after the normative term of loading/unloading or during transportation), if the vehicle arrives at the place of operation before 10:00 local time. Otherwise the countdown starts from the next day. Idle time of the vehicle over the specified time shall be paid by the Customer, provided that the Customer is informed before the expiry of the abovementioned time under the terms of clause 6.4 of this contract. The original documents confirming the downtime – CMR consignment note with an appropriate note – shall be provided.
- 4.1.3.The customer is obliged to ensure that the cargo is packed and secured in accordance with the standards that guarantee the safety of the cargo during transportation.
- 4.1.4.When loading, the Customer shall assist the Carrier’s representatives in rational placement of cargo in the cargo area of the vehicle in order to avoid violations of the weight parameters norms.
- 4.1.5.The Customer shall be obliged to immediately inform the Carrier of the necessity to divert the vehicle, if any.
- 4.1.6.The customer and his customers must not prevent the driver from being present during loading.
- 4.1.7. The Customer shall guarantee the exact date and time of arrival/departure of the vehicle on all copies of the CMR consignment note. In case of any misunderstandings or discrepancies, the parties shall be guided by the copies of the CMR consignment note in the possession of the Transporter .
- 4.1.8. In case of change of the route not through the fault of the Carrier associated with an increase in mileage (redirection of the vehicle to another address of loading, unloading, customs clearance, as well as in connection with the cancellation of loading), the Customer shall be obliged to confirm the increase in the rate for the transportation based on the amount per 1 km of distance – 1 euro for foreign countries, 0.7 euro for the CIS countries.
- 4.2. Duties of the Carrier (Forwarder)
- 4.2.1.The Carrier shall perform transportation under the Customer’s orders in strict compliance with the terms and conditions of the received order.
- 4.2.2.The Transporter shall be obliged to submit for loading the required type of rolling stock in a technically sound condition, provided with all the documents necessary for the performance of the transport. The Transporter shall be obliged to inform the Customer in writing about all peculiarities of the vehicle being chartered, if any. Submission of a vehicle not suitable for the transport or not provided with the necessary documents is equal to a failure to load. The arrival of the vehicle at the place of loading later than the time set in the transport order is also equal to failure to load.
- 4.2.3. The Transporter shall be obliged to inform the Customer about the curb weight of the vehicle and, if possible, monitor the weight and distribution of the loaded cargo among the axles of the road train. In any case (actual detection of exceeding the weight parameters of the road train, presence of doubts about compliance of the actual load of the road train with the information contained in the transport documentation) the Carrier shall immediately inform the Customer about it and agree on payment of possible penalties.
- 4.2.4.The carrier is obliged to monitor the process of loading (unloading), including counting the packages by the piece, checking the external condition of the packaging. If there is no possibility of recalculation, in case of discrepancies between data in accompanying documents and actual data or other defects detected during loading (broken packing, unreliable cargo fastening in cargo compartment, etc.), which can cause damage to the cargo during transportation, the Carrier shall notify the Customer about it without leaving the loading place and make necessary reasonable notes in all the copies of CMR consignment note.
- 4.2.5. In case of seizure of any quantity of cargo by the customs services, the Carrier shall require that the fact of seizure be documented in the form of an entry in the consignment note sealed by the customs or in the act of seizure, and shall immediately inform the Customer about it.
- 4.2.6.The Transporter shall be obliged to provide the Customer with a copy of a valid insurance policy of his liability under the CMR Convention with the limit of liability for each insured event not less than 200 000 EUR… In case of use of vehicles of other companies for execution of transport orders the Transporter shall be obliged to provide an insurance policy of his liability as a forwarder and be responsible for the entrusted cargo to the Customer according to the provisions of the CMR Convention. The Transporter shall guarantee that the insurance policy is valid and in force at the moment of submission.
- 4.2.7. The Carrier shall deliver the cargo entrusted by the Customer to the specified destination and hand it over to the authorised person intact and in accordance with the consignment note and the documents handed over at the place of loading and customs clearance.
- 4.2.8. The Carrier shall immediately inform the Customer about all problems arising in the course of loading, transportation, unloading, customs formalities, including the fact of tonnage overload, the fact of cargo transfer from one vehicle to another and the fact of vehicle re-assignment, the expected placement of the vehicle in convoy escort.
- 4.2.9. The Carrier shall immediately inform the Customer about forced delays of vehicles en route, accidents and other incidents that prevent timely delivery of cargo or threaten its safety.
- 4.2.10. The Carrier shall timely inform the Customer about the possibility of downtime in accordance with clause 4.1.2. hereof and subsequently provide the Customer with original documents (downtime cards) confirming the fact of vehicle delay en route, downtime at the cargo sender (receiver), at the customs offices of transit countries to successfully resolve problems, should they occur due to the above mentioned reasons.
- 4.2.11. In case of change of the route through the fault of the Carrier due to an increase in the mileage of the road train, the Carrier shall immediately notify the Customer.
- 5.1.Settlements for transport services performed shall be made in euro by bank transfer by the Customer to the Carrier’s account, unless otherwise agreed by the parties in additional agreements.
- 5.2.The basis for freight payment by the Customer shall be an invoice, invoice of the Carrier in one copy, the original CMR invoice with the consignee’s marking of cargo acceptance in one copy, and other additional documents specified in the transport order. These documents shall be submitted not later than 30 days after the performance of the cargo carriage.
5.3. The invoices shall be sent with the accompanying register in 2 copies, one of which shall be returned to the sender of the invoices. The term of payment for the services to the Transporter according to clause 5.2 of the contract within 15 (Fifteen) days since the receipt of the invoice.
5.4.If the Customer pays the freight by partial advance payment or by payment of other expenses for the carriage performed, the advance amounts shall be taken into account in payment for the carriage for which they were made.
5.5. Bank charges incurred by the Customer’s bank for payment transfer shall be borne by the Customer and the remaining bank charges shall be borne by the Carrier.
6.1. The liability of the Ordering Party and the Carrier shall be governed by the terms of the CMR Convention. However, the Ordering Party and the Carrier shall, in addition to the CMR Convention, voluntarily assume the obligations and undertake to pay the penalties stipulated in this contract or in the conditions of the specific transport order.
6.2. The Customer shall pay to the Carrier a fine in the amount of EUR 100 for failure to load (not providing cargo) according to the given transport order.
6.3. The Carrier shall pay to the Customer a fine in the amount of EUR 100 for failure to load (not providing cargo) according to the transferred transport order.
6.4. For excessive downtime defined on the basis of clause 4.1.2. hereof, provided timely (before the downtime) informing the Carrier, for each full and not full 24 hours the Customer shall pay a fine of EUR 100 for CIS territory, EUR 100 – for foreign territory, unless otherwise specified in the application for a particular carriage.
6.5. Penalty for excess weight parameters shall be paid by the Customer only if the requirements of clause 4.2.3. of this contract are fulfilled and original supporting documents together with CMR consignment note + fuel costs for excess weight (in the assignment) of the transported cargo are provided.
6.6. The Carrier shall be liable for delayed delivery in accordance with the provisions of the CMR Convention. However, in case of delivery time agreed in the transport order to the consignee, the Customer shall be entitled to charge a penalty against the Carrier in the amount of EUR 100 for each day of delay (if the vehicle arrives after 10 AM on a pre-holiday or holiday – the parties shall consider the delivery date as the working day following the holiday or the holiday of the country of arrival).
6.7. The Carrier shall be liable for the fulfilment of the conditions of the transport order with compensation for all losses or fines caused or incurred as a result of its actions or omissions.
6.8. In case of absence or invalidity of the carrier’s liability insurance policy under the conditions of the CMR Convention (in case of involvement of third party vehicles – freight forwarder’s liability insurance policy), the Carrier shall be liable to the Customer.
6.9. In case of the Parties’ failure to observe the payment terms specified in clause 5.3, the Parties shall have the right to impose penalties at the rate of 0.01% for each day of delay.
6.10. If the Carrier’s vehicles fail to arrive for loading on the time specified in the transport application. The Transporter shall be obliged to pay a fine to the Customer in the amount of 100 Euros for each full day of delay.
7.1.If a dispute arises, the parties will seek to resolve it through negotiation. If the parties are unable to reach a mutual agreement, the case shall be referred to the court at the defendant’s location.
8.1.The parties shall be exempted from liability for partial or full default of obligations under this contract if it was a consequence of force majeure circumstances (force majeure) and if these circumstances have directly affected the performance of this contract. In order to avoid double interpretation of force majeure, the parties decided that by mutual agreement such circumstances are natural disasters, floods, fires, earthquakes, strikes, lockouts, actions of authorities to inspect customs terminals, armed conflicts, wars and armed clashes. The terms of performance of obligations under this contract shall be postponed in proportion to the time during which such circumstances and their consequences were in effect.
8.2.The party for which it has become impossible to perform its obligations under this contract shall inform the other party of the occurrence and termination of the above circumstances immediately, but no later than 10 days after the occurrence of such circumstances. Delay in informing about force majeure circumstances deprives the affected party of the right to further reference to such circumstances.
8.3. Information about the occurrence of force majeure circumstances must be confirmed by the competent authorities of the country where these circumstances occurred. 8.4. In the event that such circumstances last for more than one month, each party has the right to refuse to perform its obligations under this contract in whole or in part, and in this case neither party has the right to demand compensation from the other for any losses possible..
9.1.This contract shall become effective on the date of conclusion and shall remain in force until December 31, 2010. If neither party notifies the other party in writing 30 days prior to the expiry of the contract of its intention to terminate the contract, its term is automatically extended for each subsequent calendar year.
9.2. The contract may be concluded by means of facsimile transmission.
9.3.The contract may be amended or supplemented upon consent of both parties. All addendums, amendments and annexes to the contract shall be signed by the authorized persons and shall form an integral part thereof. Amendments to this contract made by means of exchange of facsimile copies have full legal force. The contract may be terminated at the initiative of either party, provided that the other party has given 30 days’ prior written notice and that all obligations previously undertaken under this contract have been fulfilled and the final payment has been made..
9.4.The present contract on 5 pages is made in two copies in Russian language. Both copies have equal legal force.
9.5. In case of change of the legal address or bank details, the party hereto shall notify the other party thereof in advance.
10. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES.
|Transport forwarding company carrier__________________________|