DELAMODE BULGARIA OOD

Transcription

1 DELAMODE BULGARIA OOD QUALITY CONTROL SYSTEM GENERAL TERMS AND CONDITIONS OF SPEDITION DSQ 7.2 Version 001 Confirmed by Yordan Stoyanov Manager DSQ Delamode Bulgaria_QCS

2 DSQ 7.2/Version 001 Page. 2 DELAMODE BULGARIA OOD, herein referred to as Forwarder or Dealer, provides remunerated services and related transactions on transportation of goods/loads by road under the Convention on the Contract for the International Carriage of Goods by Road (CMR), storage, handling and document clearance of goods and cargo. The liability of the Forwarder is limited to the extent, mentioned in these General Terms and Conditions of Spedition (GTS). І.DEFINITIONS ART. 1. For the purposes of the present GENERAL TERMS AND CONDITIONS OF SPEDITION (GTS) the following definitions and in that meaning will be used here: 1. "FORWARDER" is Delamode Bulgaria OOD. Within the present GTS the meaning of the term FORWARDER is not exclusively limited to the legal definitions, set in art. 361 to art.366 of Commerce Act. 2. "CLIENT" means any person on whose behalf and/or in favor of, and / or at whose request the FORWARDER undertakes transactions and services, or provide information under the present GTS. 3. "OWNER" means any person with legal rights over the goods and their packaging. 4. CONTRACTOR means the physical performer (Carrier, Re-loading contractor, Warehouse keepers, etc.), hired by the FORWARDER to perform transactions and services, organized by the FORWARDER. 5. "A PERSON" means any physical or legal entity and their legal representatives and proxies, as well as authorities, bodies and institutions. 6. "GOODS" or "LOAD" is the subject matter of the services and transactions related, performed by the FORWARDER under the present GTS, that also include any packaging, container or other device, protecting the goods during transportation, handling and storage. 7. "DANGEROUS GOODS" means the load/goods whose storage, handling or transportation is legally regulated as risky by the countries of origin, destination or transit and/or by the applicable international regulations. 8. "TRANSPORT UNITS" are containers, trucks, trailers and semi-trailers, wagons, tanks, pallets and all other devices, constructed for the carriage of goods by land, water or air. 9. "HANDLING" are the physical actions, organized and/or performed by the FORWARDER on the load/goods, including: loading, unloading, stowage, consolidation, packaging, numeration, weighting, etc. 10. "INSTRUCTIONS" are all requirements clearly stated by the CLIENT and accepted by the FORWARDER for execution. 11. "FORWARDING DOCUMENT is any document, issued by and on behalf of the FORWARDER and covers transport, storage and handling of the goods/loads, including way bills, bill of lading or other transport document and warehouse receipt. II. SUBJECT AND SCOPE ART. 2. The present GTS does not regulate the relations between the FORWARDER and carriers, congested contractors and warehouse operators, but applies to and governs the responsibility conditions of the parties in performing the services and related transactions by the FORWARDER and his employees, proxies and persons, acting on behalf of the FORWARDER, no matter if these services and related transactions are implemented:

3 DSQ 7.2/Version 001 Page against payment or free of charge; 2. upon explicit or implied agreement or assignment; 3. as separate service or part of other service; 4. upon CLIENT S, OWNER S or other interested parties order. ART. 3. SCOPE (1) All actions and services, provided by the FORWARDER, as well as contracts and deals concluded and documents signed are subject to the present GTS and applicable mandatory legislation unless the parties have explicitly agreed other conditions in writing. (2) The CLIENT and/or the OWNER unconditionally accept that under any explicit or implicit assignment of action, service or deal to the FORWARDER, they conclude a contract with the FORWARDER and the present GTS are integral part of it. III. FORWARDER STATUS ART. 4. The FORWARDER, performing the services and deals related, may act in capacity of: 1. PROXY by and on the behalf of the CLIENT and/or Owner 2. SALES REPRESENTATIVE on own behalf but on CLIENT s and/or OWNER s account. 3. OPERATOR on own behalf and account. IV. OBLIGATIONS OF THE FORWARDER ART. 5. The FORWARDER shall perform the actions and services on the deals concluded in due diligence and within reasonable time. ART. 6. The FORWARDER has the obligation to take reasonable measures to implement the instructions of the CLIENT in which: 1. notify the CLIENT if he considers that his instructions are insufficient or unachievable. 2. may depart from CLIENT s instructions when needed to protect CLIENT s interests. ART. 7. Within the professional competence and care for CLIENT s interests, the FORWARDER pre-notices the CLIENT for obstacles in the implementation of the forwarding order. ART. 8. If the FORWARDER becomes aware of circumstances, impeding the performance of the contract, he has the obligation to inform the CLIENT and ask for additional instructions. V. OBLIGATIONS OF THE CLIENT ART. 9. The CLIENT has the obligation to provide sufficient and executable instructions on the implementation of the forwarding contract, and with the entrustment of the activity, deal or service, he declares that: 1. is a legal officer or proxy of the legal officer of the goods and accepts the present GTS by and on behalf of the latter;

4 DSQ 7.2/Version 001 Page has the required information for the deal, subject of FORWARDER s services, including the terms and conditions for goods delivery; 3. knows the goods and their characteristics and the description and characteristics of the goods provided are complete and accurate for the purposes for which the goods are transferred to the FORWARDER; 4. the goods are not subject of illegal deals in the countries of origin, delivery and transit; 5. the goods are properly prepared, packed and marked for the purposes for which they are transferred to the FORWARDER; 6. accepts all the rights and limitations of FORWARDER s liability as well as all his own obligations and liabilities under the present GTS; ART. 10. Unless the FORWARDER has accepted to perform the loading and/or the strengthening in his capacity of OPERATOR, the CLIENT declares that: 1. the goods are proper for transportation in this transport unit, properly packed, arranged and strengthened in the transport unit; 2. the transport unit is in proper condition for transportation of the goods loaded. ART. 11. INDEMNITIES DUE BY THE CLIENT (1) Even when the CLIENT has no fault, the latter shall indemnify the FORWARDER for: 1. all taxes, duties, fees, fines, costs, damages and liabilities, incurred by the FORWARDER while performing the forwarding order. 2. third parties claims against the FORWARDER, including state authorities or bodies, when the subject matter of the claims are the goods of the CLIENT and services of the FORWARDER and their value exceeds the size and scope of the FORWARDER s liability under the present GTS. (2) The above obligation may be repealed if only the due compensation is explicitly included in the FORWARDER s contracted remuneration or if the expenses, damages and liabilities result from the FORWARDER s misconduct. (3) CLIENT s obligations to the FORWARDER are not cancelled and repealed by notification that the forwarding order is placed and/or is executed by and on behalf of a third party. VI. OFFERS AND ORDERS ART 12. VALIDITY OF THE OFFERS (1) FORWARDER s offers are valid if accepted for immediate execution and could be withdrawn or modified, unless they contain explicit conditions for the contrary. (2) In case of cost changes that are beyond its control, the FORWARDER has the right to change the prices and conditions with or without prior notice. FORWARDER may request reimbursement of additional costs incurred and not included in the offered price in case that CLIENT has been informed for such costs. ART. 13. ORDERS:

5 DSQ 7.2/Version 001 Page. 5 (1) The execution of FORWARDER s offer accepted by the CLIENT starts within a reasonable period after receipt and confirmation of a specific offer. CLIENT is liable for all consequences resulting from execution of incomplete or incorrect order, unless FORWARDER might have foreseen these consequences but did not warn the CLIENT. (2) FORWARDER may refuse the execution of an accepted order if there is reasonable cause to believe that payment of the costs and remuneration is not secured. (3) If the CLIENT withdraws a confirmed order, FORWARDER is entitled to compensation according to expenses incurred, unless the CLIENT proves that the order is withdrawn due to FORWARDER s fault. VII. INSTRUCTIONS, INFORMATION AND DOCUMENTS ART. 14. INSTRUCTIONS (1) The parties shall not be liable for losses and damages, resulting from execution of verbal instructions, not confirmed in writing. (2) Instructions, given to people who are not qualified or authorized to accept them, shall be considered invalid and shall not be executed. (3) Written instructions, received by the FORWARDER, are definitive authority until revoked, except instructions for transmission of goods to third party that could not be revoked once the third party has executed its right of disposal. (5) The parties shall inform each other in case of any changes in address; otherwise all messages shall be sent to the last known address. (6) The FORWARDER has no obligation to check the authenticity of signatures and jurisdiction of signatories on documents and instructions, concerning the goods, unless otherwise agreed in the contract VIII. RECEIPT, WAREHOUSING AND DISPATCH OF GOODS BY THE FORWARDER ART 15. RECEIPT: (1) FORWARDER accepts and forwards the goods under external condition and documents, and is not liable for packaging content. (2) FORWARDER does not give or accept binding declarations on content, weight, value and condition of the goods, and the acceptance confirmation is not evidence for such data. (3) The goods shall be received by the FORWARDER, when the CLIENT delivers the goods to any person, acting on behalf of the FORWARDER and the delivery is done under FORWARDER s instructions.. ART. 16. FORWARDER is obliged to inspect, maintain the condition of and repair the goods and packaging only by explicit agreement with the CLIENT. If the goods are delivered damaged to FORWARDER, the latter is obliged to find the damages, inform the CLIENT and maintain the latter s rights against the Carriers/Deliverers of the goods. ART. 17. DISPATCH (1) Even if the CLIENT deliver the goods with transport document, FORWARDER may dispatch them with new transport document, showing the CLIENT and/or FORWARDER as Consignor. Unless concluded in written, FORWARDER is not liable for dates of dispatch and delivery of goods.

6 DSQ 7.2/Version 001 Page. 6 ART. 18. FORCE MAJEURE: (1) Events that are beyond FORWARDER s reasonable control and partially or completely impede the execution of its contractual obligations, disengage the FORWARDER from its obligations and liabilities on the respective forwarding order for the duration of these events. (2) In the above case the FORWARDER is entitled to terminate the contract, even if it is partially executed, and reasonably administer and protect CLIENT s/owner s interests. IX. CUSTOMS CLEARANCE ART. 19. CUSTOMS STATUS (1) The CLIENT is obliged to preliminary declare the customs status under which the goods are transmitted to the FORWARDER, as well as to provide all necessary data and documents for customs manifest and clearance of the goods. (2) The CLIENT and/or the OWNER shall promptly notify the FORWARDER for all official duties, existing in relation of the goods delivered. The FORWARDER shall not be liable for anything mistaken or neglected by the CLIENT/OWNER. (3) The FORWARDER complies with the applicable customs statuses and shall not perform CLIENT s/owner s instructions, leading to customs breaches. X. TRANSMISSION OF GOODS BY THE FORWARDER ART. 20. The FORWARDER shall transmit the goods and be released from liability, to any adult person, belonging to Receiver s household or company. The transmission shall be subject to the provisions of Art. 15 aforesaid. ART. 21. Goods transmission to the Receiver is subject to payment of all expenses. Refusal of payment shall be considered as refusal of goods receiving. ART. 22. If the CLIENT, OWNER or RECEIVER refuses to receive the goods at the place where and/or at the time the FORWARDER has the right to deliver, the FORWARDER is entitled to dispose of goods with or without prior notice as follows: 1. To return the goods to the Consignor and claim all expenses, incurred thereby as well as its remuneration. 2. To store the goods, while FORWARDER s liabilities towards goods is being terminated and all expenses are on CLIENT s account, even if the warehouse is FORWARDER s. ART. 23. GOODS DISPOSAL (1) The FORWARDER is entitled to sell or otherwise reasonably dispose on goods that could not be transmitted in accordance with instructions of CLIENT/OWNER under the following conditions: 1. With 30 days prior notice to the CLIENT. 2. When the CLIENT and/or other eligible parties could not be find and/or give instructions that could not be executed and/or do not pay the legal dues after the expiry of 90 days from the date on which the goods should be received by the Consignee.

7 DSQ 7.2/Version 001 Page Without prior notice for perishable goods, goods that are corrupted and/or the storage of which may cause damages to the FORWARDER or other third parties, or does not comply to applicable legislation. (2) In cases, stated in art. (1) above, the FORWARDER is entitled to dispose on goods on OWNER s expense and after costs deduction to set the amount from sale available to the eligible person. If the costs exceed the sale amount, the FORWARDER is entitled to receive the difference. XI. INSURANCES ART. 24. GOODS INSURANCE (1) Goods insurance is on CLIENT s expense and is made upon its instruction, stating the insurance value and risk covered, as FORWARDER does not have the rights of Insured and is not liable as Insurer. The CLIENT has no right of claim against the FORWARDER in respect of the insurance, except of serious negligence in the insurance. ART. 25. In case of an insurance event, the duties of the FORWARDER shall be deemed as fulfilled when reasonable measures have been taken to protect CLIENT s interests and its rights towards the insurance and the FORWARDER has assigned its rights of the insurance (if made on the behalf of the FORWARDER) to the CLIENT, OWNER and/or INSURER. ART. 26. In case of damages, covered by insurance, carried by the FORWARDER on CLIENT s expense, the FORWARDER shall not be liable towards the CLIENT/OWNER for the part of the damage, covered by the insurance indemnity. XII. SPECIFIC CONDITIONS FOR SPECIAL PROPERTIES GOODS ART. 27. SPECIAL PROPERTIES GOODS DECLARATION: (1) Only with written agreement, based on CLIENT s declaration, the FORWARDER shall accept goods that: 1. are oversized, heavy or perishable cargos and/or 2. are dangerous for human health and life, for any property or environment and/or 3. require special conditions and equipment for transportation, warehousing or handling; XIII. FORWARDER LIABILITY ART. 28. The liability of FORWARDER is defined, limited, excluded and terminated as and to the extent in the present GTS. ART.29. The FORWARDER may refer to the provision of the present GTS, which limits or excludes its liability, the CLIENT or third parties could not oppose objections for torts. ART. 30. FORWARDER LIABILITY LIMITATIONS AS PROXY AND AGENT (1) FORWARDER s liability in performing of services in its capacity of Proxy or Agent of the CLIENT, is engaged only in case of its mistake or faults.

8 DSQ 7.2/Version 001 Page. 8 (2) As Proxy or Agent, the FORWARDER shall not be liable for damages, caused to the CLIENT by the PERFORMER of services of goods transportation, warehousing and handling, unless it has not care due diligence of Forwarder in choosing a PERFORMER. ART. 31. When acting as an OPERATOR, the FORWARDER shall be liable for proven damages of loses and defects, occurring in the period from goods receipt under its control until delivery. ЧЛ. 32. In all cases, the FORWARDER shall be liable exclusively for direct loses and damages of the goods received and shall not be liable for any indirect loses, damages and lost profits. In case of loss or damage of one part of the goods, that make the other unusable for its intended purpose, the FORWARDER shall be liable only for the respective damaged part. ART. 32. UNCOVERED RISKS: (1) The FORWARDER shall be relieved of liability for damages and losses of goods, if the same occurred from: 1. execution of CLIENT s instructions and actions or inactions of the same; 2. absence of CLIENT s documented instructions, when the natures of goods and/or service require such instructions; 3. inner and hidden defects of the goods and/or their packaging and/or inadequate, insufficient or missing packaging; 4. inherent properties of the goods and/or materials which they are made of; 5. rodents, moths, mites, fungi and other parasites and pests actions; 6. normal aging, biological and physic-chemical processes in the goods; 7. low and high temperatures, drying, humidification or condensation in warehouse or transport vehicle without special temperature and humidity control (unless with explicit agreement with the CLIENT for special transportation vehicle usage); 8. other atmospheric influences and the consequences thereof during warehousing or transportation of goods in unprotected warehouse or transport vehicle with CLIENT s consent; 9. hostilities; strikes; burglaries; robbery; actions of armed gangs; actions by authorities and authorized bodies and institutions; nuclear accidents and their consequences; fire; earthquakes and other nature disasters; force majeure circumstances, and other circumstances that the FORWARDER could not foresee and/or the consequences of which could not prevent with reasonable care; (2) To avoid liability, the FORWARDER is obliged to prove that the damages of loses and corruption of goods occurred from the above stated factors. ART. 33. INDEMNITY CALCULATION (1) Without being contrary to restrictions, defined in art.34, the indemnity due to the FORWARDER could not exceed the value of the damaged or lost goods at the time and place where the goods were received by the FORWARDER. (2) The value is defined on the basis of the declared invoice value of the goods, or when there is no such on descending order, based on the current stock price, market wholesale price or by reference to the usual value of goods or the same type or quality.

9 DSQ 7.2/Version 001 Page. 9 ART. 34. INDEMNITY LIMITATION (1) In all cases the indemnity for damages or losses of goods is limited to: 1. SDR 2,00 per kg gross weight of lost/damaged goods but not more than SDR 666,67 per package or parcel, carried by water and combined transport in international traffic, including water section, where the location of loss/damage could not be specified. 2. SDR 8,33 per kg gross weight of lost/damaged goods, carried by road and/or railway in the international traffic. (2) In case of delivery delay, if the eligible person proves damage from this, the FORWARDER shall pay indemnity up to the damage cost but not more than its Agent or Operator remuneration for the specific deal/service. (3) In all other claims, the indemnity due by the FORWARDER is limited to the lesser of the following amount: 1. the value of the goods, subject of the respective deal between FORWARDER and CLIENT but not more than SDR 2,00 per kg gross weight to maximum of SDR 666,67 per package or parcel, or 2. SDR for each separate deal. ART. 35. When the indemnity, payable by the FORWARDER, is equal to the full value of the goods, defined in art.34 above, the CLIENT or OWNER are obliged to transfer the ownership of the goods to the FORWARDER with all rights they may have against third parties in respect of the goods. XIV. CLAIMS ART. 36. CLAIMS TERMS AND PROCEDURES (1) All damages, losses, defects and other reasons must be documented and communicated in writing to the FORWARDER immediately after occurring and are subject of claim of the harmed party, but not later than: 1. goods receipt by the Consignee with visible losses and damages of the goods; 2. 5 (five) days after delivery in case of hidden defects and losses of goods; (twenty) days after contracted or usual time of delivery in case of delayed delivery or non-delivery of goods; (thirty) days after the incident in all other cases. (2) In case of non-compliance of the terms and procedures, described in Art.1, it is considered until proven otherwise that the losses, defects and damages are due to transmission of the goods by the FORWARDER. (3) The deadline for proven claims against the FORWARDER is 3 (three) months and shall run under the provisions of art. 37 below. (4) When the carriage is subject to the terms of an international convention or treaty, the notification and claim deadlines set in there shall apply; (5) The claim is legal only when the CLIENT has paid all due amounts to the FORWARDER without delay, rebate or deduction.

10 DSQ 7.2/Version 001 Page. 10 (6)Failure to comply with the provisions set above and when the injured party with its actions/inactions has frustrated the opportunity for claiming resource against the faulty third party, the FORWARDER may reject the claim without additional arguments. ART. 37. LIMITATION PERIOD (1) The limitation period for legal actions, arising from the services and deals of the FORWARDER, is defined according to the Bulgarian legislation and applicable international conventions, and the same run as follows: 1. in case of partial loss, damage or delivery delay from the day which the goods have been delivered on; 2. in case of full loss from the thirtieth day after expiry of agreed delivery term, and if such not agreed from the sixtieth day from the date of goods receipt by the FORWARDER or the PERFORMER; 3. in all other cases from the ninetieth day from the date of forwarder order confirmation. XV. PAYMENT OF COSTS AND REMUNERATION TO THE FORWARDER AND GUARANTEES ART. 38. MATURITY: (1) The CLIENT is obliged to pay to the FORWARDER all due amounts on their maturity, without delay, rebate or deduction, no matter if these amounts constitute remuneration for services or expenses incurred by the FORWARDER. (2)Unless otherwise agreed, all due amounts are subject to request and the CLIENT is in overdue after expiry of 10 (ten) days after dispatch and/or transmission of the FORWARDER s invoice to the CLIENT in the country and 14 (fourteen) days after dispatch and/or transmission of the FORWARDER s invoice to the CLIENT abroad. ART. 39. In overdue payments the payer of the invoice is obliged to pay legal interest for delay. ART. 40. Even when the FORWARDER has accepted instructions for collecting part or total due amounts and remunerations from a third party, the CLIENT shall remain jointly responsible for payment of the due amounts at the date of maturity. ART. 41. The FORWARDER is entitled to claim all amounts due from the CLIENT as well as from Consignor, Consignee and/or OWNER of the goods. ART. 42. CLAIMS COLLATERAL: (1) The FORWARDER is entitled to request partial or full advance payment or collateral of all costs on order execution and its remuneration, as well as for costs, occurred by circumstances having the character of General Accident, involving CLIENT s goods. (2) The FORWARDER is entitled to take all reasonable measures, including dispose on goods to secure reimbursement of expenses and damages, incurred in order execution, unless caused by guilty behavior of the FORWARDER. The FORWARDER is a creditor and is entitled to legal pledge, executed under the applicable legislation of Republic of Bulgaria. XVI. FINAL PROVISIONS ART. 43. MAIN AND INTERMEDIATE FORWARDER RELATIONS COLLISION NORMS:

11 DSQ 7.2/Version 001 Page. 11 (1) When the FORWARDER in Bulgaria reassigned execution of part or full forwarder contract to Intermediate Forwarder abroad, the General Trade Terms of the last shall apply in their relations, unless otherwise agreed. (2) In case of reassignment of part or full forwarder contract to Intermediate Forwarder in Bulgaria, the present GTS shall apply whereby the Main FORWARDER turns into CLIENT under present GTS. ART. 44. For all questions, not settled in the present SPEDITION GENERAL TERMS, the provisions of the respective forwarder contract shall apply, as well as applicable international conventions and legislation of Republic of Bulgaria. ART. 45. All disputes arising out of or related to the present contract, including disputes arising from or related to the interpretation, cancellation, execution or termination, that could not be resolved through negotiations, as well as disputes on filling and blanks in the contract or its compliance to new circumstances, shall be settled by Arbitration Court at the Bulgarian Chamber of Commerce, composed by three arbiters and under the Rules for processing cases, based on an arbitration agreement. Bulgarian legislation shall apply.