General terms of the expedition contract

1. Generalities and definitions

1.1. Under the present general conditions, by freight forwarder it is understood any entrepreneur that, in the name of a committent (client) or at his order, provides to be transported, that is organizes a transport of goods, without being himself a conveyor. The transport, beside the proper transport, includes other activities that are connected with this activity, as: deposit of the goods, custom obligations (declarations and so on), control of the goods, execution of the disposition concerning the amounts that the committent (client) must cash.

1.2. The client is any juridical or physical person, owner and/or having the right to dispose upon a quantity of goods and soliciting the transportation of these goods, including the operations connected with the transport. The client is the person that pays or guarantees the payment of the transport price and of the operations related to this transport.

1.3. The organization of the transport is based on the conditions of the shipping contract, concluded between the client and the freight forwarder.

1.4. The client’s order to the freight forwarder, followed by its acceptance, is also considered as a contract concluded between the house and the client. The order and its acceptance can be provided by mail, telex, fax or electronically. The order should contain the necessary elements that should allow the freight forwarder to organize and perform the transport, as well as the connected operations.

1.5. The freight forwarder is not obliged to check the documents of the client (commercial invoices, specification list etc.) for exactness; the client has the responsibility to elaborate these documents correctly and in a proper manner.

1.6. If the client is asking for special delivery conditions, he is obliged to inform the freight forwarder about these conditions, in a written form. The instructions are subject to the agreement of the freight forwarder. Thus the conditions are considers as accepted if the freight forwarder takes action after receiving the instructions.

1.7. The Parties are free to expressly agree upon other clauses, in the concluded contracts, than those stipulated in the present general conditions, which they can replace, modify or exclude, if necessary.

1.8. This General Term are a translation of original General Term in Romanian. In case of conflict between English and Romanian version of this General Terms, the Romanian version will prevail.

2. Obligations of the freight forwarder

2.1. The freight forwarder will deposit the necessary diligence for organizing the transport and providing the connected operations, according to the client’s instructions, as they were agreed upon, as well as for protecting the client’s interests during the execution time.

2.2. If it has not been agreed differently, the freight forwarder has the right to freely choose its sub-performers, as well as the type of transport and the used means.

2.3. The verification of the special instructions given to the freight forwarder devolves upon the client.

2.4. The client agrees with the intermediaries or the sub- performers collaborating with the freight forwarder for the execution of its obligations.

2.5. In the cases where the freight forwarder, in its quality of customs broker, concludes transport contracts with transport operators, in its own name but on behalf of the clients, for the responsibility towards them – for the damages produced during performing the transport for which the responsibility of the hauler is engaged, the freight forwarder shall not be responsible towards the client for more than the haulers owes.

2.6. For the transport contracts concluded by the shipping houses with transport operators, are applicable the stipulations of the Convention on the contract for the international carriage of goods by road CMR, signed in Geneva, Switzerland, on 19 May 1956, to which Romania adhered by the Decree no.451/November 1972, published in the Official Journal Part I dated 6 December 1972, as well as of the Urgency Ordinance of the Government no.27/2011 concerning road transports, with subsequent modifications and completions.

3. Obligations of the client

3.1. The goods must be delivered packed, marked, labeled, in order to resist to the transport operations and/or to the operations that are connected with it and it must be delivered to the consignee according to the contract and in accordance with the usage.

3.2. The freight forwarder is not responsible for the damages that could result from the absence, insufficiency or imperfection of the packing and/or from the marking and/or labeling of the goods, as well as from the lack of some adequate information concerning the nature of particular features of the goods.

3.3. When at the goods’ destination there are ascertained damages or any other injuries to the goods, including those that are resulting from the delay of transports, the consignee or those that receive the goods have the obligation to proceed to establish the damages and to achieve the imposed formalities, including the expression of legal reserves toward the person providing the transport, as well as to take measures that will preserve him the right to reclamation and actions for recovery of the damages.

3.4. The client undergoes the consequences, no matter their nature, that are resulting from providing wrong or incomplete documents or documents that cannot be applied, or from providing them with delays.

3.5. In case that the freight forwarder performs customs operations in the account of the client, the client is the one that guarantees to the custom errand the payment of the customs taxes and the fines eventually owed, that are determined by wrong instructions or documents provided by client.

3.6. In case that the consignee refuses the goods or in case of his absence, no matter the reason, the client is obliged to support the initially expenses and the additional ones, that are made or engaged by the freight forwarder.

3.7. In the case of unproductive parking of the means of transport due to the Client fault, as well as the failure by the Client or the recipient to not allow the non-productive stationing of the means of transport at the place of loading / unloading , the client is obliged to support the initially expenses and the additional ones, that are made or engaged by the freight forwarder, with the condition that the means of transport arrived at the place of loading / unloading according to the preliminary schedule.

4. The responsibility of the freight forwarder

4.1. No matter its intermediary quality (concessionaire, authorized agent), the freight forwarder is responsible only for the damages that are resulted from its own errors that can be charged to it and to its delegates.

4.2. The freight forwarder is not responsible for the actions of the third, such as its agents (person in charge with transport, intermediary etc.), except the cases when a mistake in choosing them that could be charged on it is made. In this case, the responsibility of the freight forwarder cannot overpass the responsibility of the third.

4.3. If the responsibility of the freight forwarder is in charge with the damage or loss of the goods, as a result of its own act, the proportion of the owed compensation is established according to the goods’ normal value in the moment of its reception.

4.4. However, in the cases when the responsibility of the freight forwarder is engaged under the conditions of the previous paragraph, this responsibility is strictly reduced and it cannot overpass:

4.4.1. for the damages of the goods, from loss or injuries and for all the consequences that might result from those reasons – 2.5 US/kg, but not more than – 1600 US/parcel, no matter the weight, type or size, and no more than – 50000 US/transport. For the bulk goods transports, the compensation cannot be more than – 2.5 US/kg of lost or damaged goods, but not more than – 50000 US/transport;

4.4.2. for other damages, including those resulting from delayed delivery, when it is the case, its responsibility is limited to the price of the transport of the goods.

4.5. If the value of the goods exceeds the responsibilities of the freight forwarder, the client can choose one of the following measures:

4.5.1. to support, in case of damages, the risk resulted from the difference between the responsibility of the freight forwarder and the value of the goods;

4.5.2. to make, at the end of the contract, a statement for the goods value that, if accepted by the freight forwarder, it will rise the limit of responsibility, up to the declared value of the goods; in such situations the price differences will be owed;

4.5.3. to instruct the freight forwarder for purchasing an insurance in the client’s account; this insurance should cover totally or partially the risk, indicating the risks and the insured value. These instructions should be given for each transport.

4.6. The freight forwarder is not responsible for the indirect damages, no matter the cause that produced them.

4.7. If an execution time of transport has not been expressly requested by the client and accepted by the freight forwarder, this does not guarantee a determined time of arrival and does not owe any compensation for delayed transport.

5. Special transports

5.1. In the case of special transports (frigorific, dangerous goods), the freight forwarder will put at client’s disposal all the information that are necessary for performing the transport, the alternatives for transport, prices, insurance etc.; on these grounds the client can agree upon the shipping contract.

6. Complaints

6.1. The complaints against the freight forwarder can be formulated within 3 (three) months.

6.2. The term of 3 (three) months begins from the day of delivery of the goods at the destination, or, if the delivery was not made, from the day the shipping contract was concluded.

7. Methods of execution of contract

7.1. For each expedition to be organized by the freight forwarder, the client will issue a request, so called or bearing any other name, which will undoubtedly result in a firm order addressed to the freight forwarder to execute on behalf of the client the shipment of goods to a namely destination, type of expedition (import or export), the country of dispatch (if applicable), the form of packing of goods (parcels, pallets, etc.), their dimensions, the quantity and type of goods transported, the type of transport (full truck or groupage) place of loading, contact person at loading, date of loading, customs at the place of loading and agreed customs agent (if applicable), place of unloading, unloading date, unloading contact, customs at the place of unloading and authorized customs agent (if appropriate), special conditions for ensuring the integrity of the goods during transportation (straps, bars, etc.), the expedition beneficiary, the agreed expedition price, the name and quality of the sender for the request on behalf of the client, as well as any other elements that the client deems necessary for good deployment of the expedition. If there are missing information in to the request, and for this reason are produced damages to the client or third party contractors of the client, these damages cannot be placed on the burden of the freight forwarder.

7.2. Following the client’s request, the freight forwarder will confirm in writing to the customer that will execute the shipment under the specified conditions and immediately proceed to its execution.

7.3. Upon completion of the shipment, the forwarding office will send the invoice and CMR copy by post, telex, fax or electronically to the customer.

8. Payment conditions

8.1. The payment of the transport and for the others services is made by the client based on the invoices issued by the freight forwarder.

8.2. The invoice representing the services of the freight forwarder will be issued for the amount agreed upon by the parties in the customer’s request.

8.3. If, in addition to the agreed amount in the customer’s request, the freight forwarder also carries out a series of expenses strictly necessary to fulfill its obligation to make the goods reach the destination (payment of customs formalities, road taxes, etc.), expenses in relation to which the parties have not agreed, the customer accepts that these amounts be invoiced together with the expense of the expedition, and undertakes to pay them. At the request of the customer, the freight forwarder will provide proof of these costs by copies of the payment documents.

8.4. The invoice issued in accordance with the provisions of this contract will be paid by the customer within the agreed payment period.

8.5. If there was established an installment payment, the failure of paying one installment oblige the client to immediate payment of the whole amount.

8.6. For the delayed payment the client owes penalties of 0.40% from the amount, for each day of delay.

9. The right of pledge and the right of retention of the freight forwarder

9.1. For all its actual and previous debts, resulted from services made for the client, the freight forwarder has a right of pledge and retention concerning the goods and any other values connected with these ones, that are in its possession.

10. Force majeure

10.1. Force majeure exonerates responsibility of the party invoking it, for the duration of its conduct.

10.2. The performance of the contract will be suspended during the period of force majeure, but without prejudice to the rights of the parties until its disappearance.

10.3. They are considered causes of force majeure the circumstances beyond the control of the parties, occurring after conclusion of the contract, unpredictable and unavoidable, and which lead to the absolute impossibility of full or partial fulfillment of the contractual obligations, as stipulated by current legislation.

10.4. The contracting party invoking the force majeure has the obligation within 5 days of its appearance to notify the other party by written notice and within 10 days is required to submit a relevant document issued by the competent authorities that they attest to the existence of such a situation.

10.5. The party who is unable to perform contractual obligations due to the occurrence of a force majeure event has the obligation to take the necessary measures in order to limit its consequences.

11. Arbitrary clause

11.1. In absence of any contrary stipulations contractually agreed, the litigation between the client and the freight forwarder or between the freight forwarder and the parts that are legally entitled, that has not been solved in a friendly manner, are under the competence of the juridical organs in the town where the freight forwarder has its head-quarters.

11.2. The juridical relationship between the freight forwarder and the clients, generated by the application of these general conditions, are regulated by the Romanian law.

12. Termination of the contract

12.1. Failure to comply with the obligations assumed under this contract by one party grants the injured party the right to request the termination of the contract and to claim damages – interests.

12.2. Upon termination of the contract or the transport order with less than 2 working days until the time of the transport, the party who initiated the termination of the contract shall pay the other party damages equal to the amount of the damages incurred.

12.3. This contract may be terminated by written agreement of the parties or unilaterally by any party with a 30-day written notice.

12.4. Termination of this contract will not have any effect on the obligations already existing between the Parties.

12.5. This contract shall enter into force on the date of signature and shall remain valid until terminated.