1.1. Carrier means a natural or legal person whose particulars are specified in the Forwarding Order and which provides transportation services for UAB “CargoGO Logistics”.
1.2. Client means UAB „CargoGO Logistics“, legal entity code 302337649, located at Laisvės pr. 10, LT-04215 Vilnius.
1.3. Parties means the Client and the Carrier.
1.4. Contract means an agreement for the international carriage of goods by road between the Client and the Carrier, which consists of these Conditions for Carriage of Cargo (for Clients) and the specific Forwarding Order as well as any amendments thereto.
1.5. Conditions these Conditions for Carriage of Cargo (for Carriers).
1.6. Cargo (Goods) means an item or items which the Carrier takes over at the specified place of loading by undertaking to transport to the specified place of destination and deliver to the specified consignee under the Contract.
1.7. Forwarding Order means the Client‘s order for Cargo transportation submitted to the Carrier in writing (including by e-mail or any other electronic communication means acceptable by the Carrier), which indicates the specific conditions for the transportation of Cargo and makes an integral part to this Contract.
1.8. CMR Consignment Note means a note, completed by the Sender or supplier, in accordance with which the Sender delivers the Cargo to the supplier, and in accordance with which the Transportation of the Cargo is carried out and in accordance with which the Cargo is delivered to the Consignee. The Supplier must verify and ensure that each CMR Consignment Note contains data about the Cargo, the Loading Location, the Unloading Location, the Sender and the Consignee, the quantity of the Cargo and any other information relevant for the proper performance of Transportation.
1.9. Transportation/Carriage means the shipment of the Cargo from the place of loading to the place of destination under this Contract, including the time during which the Cargo was at the disposal of the Carrier, regardless of whether it was in a vehicle, at an intermediate storage place, intermediate transshipment place, storage facility or in any other place.
1.10. Cargo Accompanying Documents means Cargo invoices, lists of packaging.
1.11. Loading Location means a place at which the Cargo is accepted for transportation, and which is indicated in the Forwarding Order.
1.12. Unloading Location/Destination means the final place of destination of the Cargo which is indicated in the Forwarding Order and wherein the carriage is completed, and the Cargo is unloaded and delivered.
1.13. Cargo Accompanying Documents means Cargo invoices, lists of packaging, veterinary certificates, Certificates of Origin for the Cargo, CMR Consignment Notes, TIR Carnet, various permits, licenses, export/import declarations, ADR, documents necessary for Customs formalities if the Cargo is being sent outside the EU, to the EU from a non-EU state or in other cases when Customs formalities are required, as well as any other documents necessary for Cargo Carriage.
1.14. Sender means a natural or legal person/his representative, as specified by the Client, that delivers the Cargo for Carriage at the Loading Location.
1.15. Consignee means a natural or legal person/his representative, as specified by the Client, that takes over the Cargo at the Loading/Unloading Location.
1.16. Downtime means the time exceeded exceptionally through the fault of the Client, the Sender or the Consignee which is allowed for loading/unloading the Cargo at Cargo Loading/Unloading Location (i. e. the period of time during which a vehicle, owned/operated by the Carrier and complying with the conditions of this Contract, with a driver is waiting for the loading/unloading of the Cargo at the respective Loading/Unloading Location longer than the time provided for Cargo loading/unloading, calculated on the condition that the Carrier has provided the appropriate vehicle for loading by the time specified in the Forwarding Order, arrived at the place of loading on time, the delivered Cargo is not damaged or no parts thereof are missing, all Cargo Accompanying Documents submitted to the Carrier have been delivered and all other conditions of the Contract have been met.
2.1. These Conditions define relationship between the Parties when the Carrier performs Cargo Transportation services for the Client.
2.2. These Conditions shall be effective to the extent that the Forwarding Order does not indicate otherwise. In the event of conflict, the special conditions agreed upon by the Parties in the Forwarding Order shall take precedence over these Conditions.
III. SUBJECT OF THE CONTRACT
3.1. Pursuant to the Contract, the Carrier undertakes to collect Cargo from the specified Sender at the Loading Location specified by the Client, to transport it in a proper and timely fashion to the Unloading Location specified by the Client and deliver it to the Consignee specified by the Client. Whereas the Client undertakes to pay the Carrier the agreed price of Transportation (Freight) for the services provided.
3.2. The Parties are free to mutually agree on the provision of other services relating to the Transportation of Cargo and establish other mutual rights and obligations with regards to each other.
3.3. Individual data of the Parties, the Cargo, Loading and Unloading Locations as well as other specific carriage conditions shall be indicated in the Forwarding Order, making such order an inseparable part of the Contract.
3.4. The carriage of Cargo and the mutual relations of the Parties shall be governed by these Conditions, the Forwarding Order, the Convention on the Agreement for the International Carriage of Goods by Road (hereinafter – CMR Convention), the European Agreement concerning the International Carriage of Dangerous Goods by Road (hereinafter – the ADR Convention), and the Civil Code of the Republic of Lithuania, as well as by other international and national legal acts regulating the international carriage of goods by road.
IV. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Client undertakes to:
4.1.1. provide the Carrier with information about the Cargo, their transportation conditions, Cargo Accompanying Documents, and all available information necessary for customs and other formalities. The Client may specify the location where the Carrier is to collect the Cargo Accompanying Documents and (or) indicate to the Carrier what additional information needs to be supplemented in the documents accompanying the Cargo;
4.1.2. ensure that the Cargo is properly prepared and delivered for Transportation at the agreed Loading Location at the time agreed upon in the Forwarding Order;
4.1.3. ensure that the Cargo is loaded and/or unloaded within 1 (one) working day from the arrival of the vehicle at the EU Loading/Unloading Location, and within 2 (two) working days from the day of the vehicle’s arrival at the Loading/Unloading Location outside of the EU, except for cases where otherwise specified in the Forwarding Order;
4.1.4. notify the Carrier immediately of any changes to the Cargo transportation conditions;
4.1.5. pay the Carrier the agreed service price as stipulated in the Forwarding Order for a timely provision of services;
4.1.6. ensure that the Cargo is prepared to be loaded on time at the cargo Loading Location;
4.1.7. the Client is responsible for Downtime periods exceeding the time limits for Cargo loading/unloading established in the Contract. The fine for Downtime periods shall be applied for business days only and in compliance with the CMR and ADR conventions.
4.1.8. make payment within 45 calendar days after the date of receipt of the documents indicated in Art. 4.2.3 below.
4.2. The Carrier undertakes to:
4.2.1. provide a well-maintained and good technical condition lorry unit with a trailer, equipped with permits necessary for international transportation;
4.2.2. collect, hold and submit all original Cargo Accompanying Documents (EUR-1, cargo invoice documents, CMR, certificates of origin) and Proof of Delivery (POD) documents. High quality electronic POD documents must be submitted to the Client at [email protected] within 24 hours after delivery/unloading. Failure to submit electronic copies of CMR may result in an extension of payment term to 75 calendar days.
4.2.3. Original POD documents must be mailed/delivered to the Client as soon as practically possible. The Client hereby informs that initiation of the payment term is contingent upon Clients’ receipt of high-quality electronic POD documents, but the release of payment will only be executed upon acquisition of the originals. The following rules are applied to the POD documents to be considered valid;
a) invoice must be submitted originally, order number must be inscribed;
b) CMR (consignment notes) must be submitted originally, must have stamps of the Carrier and Loading/Unloading Locations indicated;
c) customs documents: T1 (copy), palettes exchange paper (where applicable), and any other documents received during transportation.
Credentials for delivery are UAB “cargoGO Logistics” at Laisvės pr. 10 (Building A), Vilnius LT-04215, Republic of Lithuania. Legal entity code 302337649. Phone +370 5205 1309, fax +370 5205 1320.
4.2.4. ensure that the transport vehicle is delivered on time to the Loading Location and the Cargo is delivered on time to the Unloading Location/Destination, and/or arrives on time at the customs facility for the completion of customs formalities, as indicated in the Forwarding Order;
4.2.5. participate in the loading process and verify the quantity of loaded Goods in accordance with the issued documents and the Forwarding Order;
4.2.6. fully compensate for any delays of delivery and for Cargo losses and (or) damages occurred during the carriage of the Cargo from the moment of take-over until delivery;
4.2.7. be present at the Loading and Unloading Location at the time specified in the Forwarding Order. If the Carrier fails to do so he shall pay the Client a penalty of EUR 100 for each day of delay;
4.2.8. notify the Client immediately about loaded overweight and/or whether other discrepancies with the Forwarding Order are noticed during or after loading, but by all means before leaving the Loading Location. If the Carrier fails to inform the Client before leaving the Loading Location, the Carrier shall be solely responsible and liable for all of the expenses incurred for such failure.
4.2.9. send a copy of the CMR as soon as possible after unloading. The Carrier must provide the CMR with the signature and stamp of the company accepting the Goods;
4.2.10. where indicated in the Forwarding Order, to exchange good quality euro pallets or return them to the Loading Location within 30 calendar days after the delivery. If the Carrier fails to do so, he shall be obliged to pay a fine of EUR 12 per pallet and an additional administration fee of EUR 20;
4.2.11. refrain from initiating contact with the Client’s customers. The Carrier shall not reach out to the Client’s customers and shall not engage with them regarding the provision of similar transportation/freight services during the term of this Contract and for 12 (twelve) months after. In case of violation, the Carrier shall pay a penalty of EUR 10 000 and immediately terminate any and all contracts which are concluded with Client’s customers;
4.2.12. comply with applicable laws. By concluding a Contract with the Client, the Carrier confirms that he is aware of the law on minimum wages to be paid to employees for transportation/haulage services in Germany, France and Italy (whether transporting goods in transit in that country, cabotage, or by any other mode of transportation) and dispatching/assignments in Germany, France and Italy. The Carrier commits to complying with this law and ensures that it will always be adhered to, including in cases where transport is carried out by Carrier’s subcontractors or partners. The Carrier commits, upon the Client’s request, to provide all documents which are required to confirm compliance with the aforementioned law. The Carrier is fully responsible and commits to fully pay the penalties for any violation of this law as determined by the governing authorities. If the Client and or the Client’s client imposes a penalty for violation of said law, the Client shall have the right to unilaterally deduct the penalty amount from the Carrier’s outstanding payment balance;
4.2.13. do not make any changes that may result in non-compliance with the instructions in the Forwarding Order without a written confirmation of the Client. Delivery of the Cargo to third parties (including, but not limited to, the Sender or the Consignee) without the written consent of the Client is prohibited. Should the Carrier fail to oblige by this rule, the Client may refuse payment;
4.2.14. the Carrier undertakes to comply with all provisions of the mobility package.
4.3. The Carrier shall have the following rights:
4.3.1. to choose, at his discretion, the route of Cargo Transportation, unless otherwise specified in the Forwarding Order. The Carrier shall choose the route at his own risk and shall cover at his expense all costs in connection with such decisions, unless otherwise specified in the Forwarding Order;
4.3.2. the right to compensation for actually incurred additional costs relating exceptionally to the carrying out of the Client’s additional instructions which change essentially the data indicated in the Forwarding Order. Such additional costs, if they are relating to increased kilometrage from the Loading Location to the Unloading Location as a result of additional instructions from the Client, shall be calculated and the Carrier shall be reimbursed in proportion to the original kilometrage and the agreed price of carriage.
4.4. The Carrier, in the fulfillment of its obligations under the Forwarding Order shall manage personal data only to the extent and in the manner necessary for the provision of services and as required under the General Data Protection Regulation 2016/679. When processing personal data, the Carrier shall apply organizational and technical measures designed to ensure the protection of personal data against accidental or unlawful destruction, alteration, disclosure, and any other illegal processing.
4.5. The Parties shall provide each other with assistance necessary for the performance of obligations herein, to inform each other, according to need, about the progress of the provision of services, address other issues related to cooperation, take into account each other‘s recommendations regarding cooperation and inform each other about circumstances which may affect proper performance of obligations.
V. LIABILITY AND LIMITATION OF LIABILITIES
5.1. For failure to properly execute their obligations, the Parties shall bear liability in accordance with the procedure prescribed by legislation of the Republic of Lithuania, CMR Convention and the ADR Convention.
5.2. If the Client has failed to settle for services in due time, the Carrier shall be entitled to a default interest rate of 0,02% of the outstanding amount for each day of delay.
5.3. Save for cases where it is specifically agreed between the Parties in the Forwarding Order, the Client shall not request to exchange pallets.
5.4. If the Carrier cancels the Forwarding Order less than 24 (twenty-four) hours before the agreed time when the vehicle should arrive at the Loading Location, or is more than 2 (two) hours late to deliver the vehicle, it will be considered as a “no show”. In such a case, unless agreed otherwise in the Forwarding Order, the Client has the right to terminate the Forwarding Order and demand 10 (ten) percent of the agreed transportation price, but not less than EUR 100 (one hundred) excluding VAT. The amount specified in this paragraph is considered the minimum loss for the Client which the Client does not have to prove. In cases where the Carrier presents a vehicle for loading that is unsuitable for transportation and does not meet the applicable requirements of the Forwarding Order (incorrect trailer type, dirty trailer, poor technical conditions of the vehicle, absence of the required documents, etc.) it shall also be considered as a “no show”. If the Client proves that the losses resulting from the Carrier’s fault (either cancellation or being late) are greater than the aforementioned penalty, the Carrier must fully compensate for these losses upon the Client’s request.
5.5. The Carrier is responsible and liable for delivering the vehicle on time to the Cargo Loading Location and delivering the Cargo on time to the Cargo Unloading Location, and (or) arriving on time at the customs facility to complete customs formalities, as specified in the Forwarding Order. Unless otherwise specified in the Forwarding Order, the Carrier commits to pay a penalty of EUR 100 for each day of delay to arrive at the Loading/Unloading/customs location. The amount specified in this section is considered as minimum losses of the Client, which the Client has the right to claim from the Carrier and which the Client does not have to prove. If, due to Carrier’s delay, losses incurred are greater than the aforementioned penalty, the Carrier must compensate for the losses upon the Client’s request.
6.1. The Parties shall undertake to protect, not to disclose, and not to distribute to any third parties any mutual agreements, orders, correspondence between the Parties and to treat the content of agreements, orders, and correspondence as well as information related to the execution of the Contract as commercial secret, which may be disclosed only in cases provided for by laws or only to the advisers of the Parties, financial institutions, or business risk management entities. This prohibition shall be of indefinite duration and shall remain in force after the expiry of the Contract for carriage.
6.2. The Parties agree that the content of orders and Cargo Accompanying Documents constitute confidential information and the Parties will take all measures in order to prevent the disclosure of that information to any third parties.
VII. FORCE MAJEURE
7.1. Neither of the Parties will be liable for failures under these conditions where a material and negative effect resulting in such failure comes from force majeure events. Force majeure means any event or occurrence (or combination thereof) that substantially restricts or prevents the performance of this Contract by the Party and which could not have been foreseen and controlled by the Party. The causes of force majeure events include, without limitation:
7.1.1. war (either declared or not), civil war, riots and revolts, acts of piracy and sabotage;
7.1.2. natural disasters, such as violent storms, cyclones, earthquakes, tidal waves, floods, destruction by lightning;
7.1.3. boycotts, strikes and lock-outs of all kinds, go slows resulting from strikes, occupation of factories, premises, machines or any kind of installations of such factories and/or associated infrastructure of logistic facilities as well boycotts, strikes and lock-outs of all kinds, go slows resulting from strikes, occupation of railway infrastructure and work stoppages which occur in the enterprise of the Party seeking relief, provided that if the settlement of a labor strike or lockout or any other kind of labor dispute is not within the reasonable control of the Party affected by it, such party will not be obliged to settle a strike, lockout, or other labor dispute on terms contrary to its wishes;
7.1.4. any actions or omissions by Lithuanian and foreign authorities such as state, public administration authorities or other national or international bodies, in particular that of EU and UNO, in the form of bans or any other economic measures which did not exist at the time of conclusion of the Contract or their inability to act properly, unlawful seizure of the Party‘s property or any other unlawful restrictions of its rights to manage, use or dispose of its property initiated by national or local authorities or third persons.
7.2. The Parties will use their reasonable efforts to mitigate in good faith the effects of force majeure event and cooperate in developing and implementing a plan of remedial actions and reasonable alternative measures to remove the force majeure effects.
VIII. VALIDITY AND DISPUTE RESOLUTION
8.1. These Conditions take effect on the day that a corresponding Forwarding Order is concluded between the Parties and they stay in effect until both parties have fulfilled all their obligations herein.
8.2. The Contract shall be modified or amended only by written agreement by both Parties; however the Client may modify the Conditions unilaterally posting a new version of the Conditions on his website in advance. As regards the specific Forwarding Order, in that case the version of the Conditions which was laid at the time of making out the Forwarding Order shall apply.
8.3. If a Carrier has a complaint towards the Client, the complaint should be provided to the Client with the documents supporting the claim. If, during the complaint resolution, a party refers to documents that another party does not have, copies of such documents should be provided along with the complaint.
8.4. All disputes arising from the Contract or relating thereto shall be finally resolved at the competent courts of the Republic of Lithuania according to the place of registration of the Client or at any competent courts in accordance with the provision of Article 31 of the CMR Convention.
8.5. The Contract and the interpretation and application thereof, the obligations of the Parties and all other related issues shall be governed by the law of the Republic of Lithuania. Nothing in this provision shall limit or constrict the Carrier’s obligations to comply with the requirements of the relevant international agreements or the legislation of other States applicable during each relevant Transportation when the Transportation is carried out in or through the territory of the respective state and/or when the requirements of international agreements and/or the legislation of another State apply on other grounds.