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NOTE: This translation of the “General Terms and Conditions for Business Operations of International Logistics and Forwarding Companies of Serbia”, provided by the IFC’s Western Balkans Trade Logistics Project as a courtesy is NOT an official translation. It is not a substitute for the original Serbian version, but is provided for informational purposes only. Any discrepancies or differences created in the translation are not binding. The IFC makes no warranties or representations about the accuracy or completeness of this English translation and assumes no liability for any errors, omissions or inaccuracies in this English translation. (February 10, 2013)
GENERAL TERMS AND CONDITIONS |
I VALIDITY OF THE TERMS AND CONDITIONS
Article 1
These General Terms and Conditions apply to all business operations of logistics and forwarding companies (hereinafter: Freight Forwarder) carried out within the scope of authorization determined by the contract, agreement, order, or for the purpose of protecting the interests of the business partners.
It shall be deemed that the contracting parties have reached an agreement concerning the application of these General Terms and Conditions, if the Freight Forwarder has indicated to the Principal and to all other parties involved in the business operation that s/he operates pursuant to these General Terms and Conditions, unless their application is explicitly and in writing excluded by the Principal or other parties, before the beginning of business operation.
Article 2
The Freight Forwarder is the organizer of the dispatch and delivery of goods by all means and routes of transportation.
By a forwarding contract, the Freight Forwarder shall assume the obligation to conclude in his/her own name and for the account of the Principal, on his/her own behalf and on behalf of his/her Principal, i.e. in his/her own name and for his/her own account, a contract for the transport of goods and other contracts necessary to carry out transport, as well as to carry out all other customary operations and actions, while the Principal shall assume the obligation to pay a particular remuneration to him.
Freight forwarding and logistics services shall include services of any kind relating to the carriage, consolidation, storage, handling, packing, distribution of goods and any other services within the scope of freight forwarding, as well as ancillary advisory services in connection therewith, including but not limited to, customs matters, clearance of collecting or procuring payment or documents relating to .to goods.
II OFFER
Article 3
The Freight Forwarder’s offer shall be limited to services expressly specified therein.
Article 4
The offer shall remain valid only until the deadline set for its acceptance.
Article 5
The offer in the form of a lump-sum rate covering all forwarding and logistics operations (which may include transport, customs clearance, storage and other similar costs) is valid under the circumstances existing at the time when the offer is made.
The costs not covered by the lump-sum rate shall be payable by the Principal to the Freight Forwarder separately.
The accepted lump-sum rate may not be transferred by the Principal to a third party without Freight Forwarder’s consent in writing.
III ORDER (DISPOSITION)
Article 6
The dispatch and delivery of goods, including all operations relating thereto, shall be performed by the Freight Forwarder on the basis of the order given by the Principal.
The order shall contain all necessary details about the goods and their properties, the exact instructions about their dispatch and all operations related to the dispatch, as well as any other details as may be required for the proper and timely fulfillment of the order.
Article 7
The Principal is obliged to inform the Freight Forwarder of the properties of goods which might threaten the safety of persons or property or cause damage.
When a consignment contains valuable objects, securities or other articles of value, the Principal shall be bound to inform the Freight Forwarder of such objects and their respective value at the time of their handing over to the Freight Forwarder for dispatch.
The Principal shall decide whether the consignment is valuable in terms of the provisions of the previous paragraph and shall determine its value, and shall also decide about the need to inform the Freight Forwarder of any special precautions to be undertaken for safe handling, or provision of extra security for the consignment, or similar measure, and shall be solely responsible for this decision.
Article 8
The Freight Forwarder shall strictly follow the Principal’s order, subject to these General Conditions and particular circumstances of the case.
The Principal shall inform the Freight Forwarder in writing of its intention to transfer its rights under the freight forwarding contract to third parties, prior to the actual transfer; the notice should contain data on all essential elements of legal transaction, i.e. transfer of rights.
If the Principal transfers the rights to a third party without prior notice, the Freight Forwarder shall be liable to the third party who has received a transfer of rights, within the limits of his/her liabilities to the Principal, only from the day after receipt of the information of transfer.
Article 9
Where the Freight Forwarder has been given the order, s/he shall also be deemed to have been given the authorization to pay the freight, duties and other costs.
The Principal shall in a timely manner put at the Freight Forwarder’s disposal the funds necessary for the payment of the costs referred to in paragraph 1 of this Article.
Otherwise, any eventual increase of costs and consequences of omission shall be borne solely by the Principal.
If the Freight Forwarder is instructed by the Principal to request the funds referred to in paragraph 2 of this Article from a business partner of the Principal, or if it is stipulated in the contract, the Principal shall previously instruct his/her partner to do so. In such a case, the Freight Forwarder shall make the payment at the expense and risk of the Principal and the Principal shall remain liable to the Freight Forwarder for such funds if for any objective reasons the Freight Forwarder cannot collect the costs from the Principal’s business partner.
Article 10
In general, the order shall be given in writing. The order given orally, by telephone, telegram, telex, and/or e-mail shall obligatory be confirmed in writing, preferably on the same day, and no later than by the end of the next business day.
If the order given orally, by telephone, telegram, telex, and/or e-mail is not confirmed subsequently in writing as specified in the paragraph 1 of this Article, the Freight Forwarder shall not e responsible for any harmful consequences.
Where the order is clearly incomplete, unclear or contradictory, the Freight Forwarder shall request necessary explanations from the Principal in time.
If the circumstances of a case are such that the necessary explanations cannot be obtained by the Freight Forwarder, and the case admits no delay, the Freight Forwarder shall act as a good businessman protecting the interests of the Principal and also immediately notify the Principal thereof, as soon as possible.
Article 11
Any adverse consequences resulting from an incorrect, incomplete, unclear, contradictory and late order shall be borne by the Principal.
Article 12
The Principal shall ensure the timely submission to the Freight Forwarder of all documents necessary for the fulfillment of the order.
The Principal shall be deemed late with the submission to the Freight Forwarder of the necessary documents when the Principal’s business partner fails to furnish such documents on time to the Freight Forwarder.
The Freight Forwarder shall not be liable for any hidden defects in the documents.
Any adverse consequences resulting from incorrect documents or untimely submission thereof to the Freight Forwarder shall be borne by the Principal.
The Freight Forwarder shall not be obliged to deliver the goods or to take them over by giving a guarantee.
Article 13
In performing the order with regard to the collection of the Principal’s claims from the consignee, the Freight Forwarder does not need to verify the justifiability of such claims nor assume any guarantee.
If the consignee refuses to accept the goods, the Freight Forwarder shall notify the Principal accordingly and at the same time take all necessary measures to protect such goods until further order.
For the services referred to in the preceding paragraphs, the Principal shall pay to the Freight Forwarder a separate remuneration and shall compensate the Freight Forwarder for all costs arising from collecting claims for the Principal.
Article 14
If an order the performance of which has already started is changed by the Principal, the Freight Forwarder shall, to the extent possible, act according to such changed order, without the responsibility for any adverse consequences caused by such change of the order.
Article 15
In the case that the Principal withdraws the given order, the Principal shall pay to the Freight Forwarder remuneration for the services already provided and compensation costs incurred, including the costs incurred by the Freight Forwarder related to preparatory and preliminary actions before the performance of an order .
IV RECEIPT AND HANDOVER OF GOODS
Article 16
The Freight Forwarder shall be deemed to have received the goods when s/he has taken charge of the goods for dispatch.
The handover of goods to the carrier shall mean that the goods have been received.
Unless otherwise stipulated, the Freight Forwarder may perform transport by himself in whole or in part.
The Freight Forwarder who performs transport by himself shall have the rights and obligations of a carrier.
Article 17
The Freight Forwarder shall keep the Principal regularly informed of the progress of transport of the Principal’s goods - consignment.
Article 18
If the Principal has entered into a contract for the transport of goods by sea, the Principal shall also agree on the conditions of loading and discharge as customary in ports.
All costs resulting from the failure of the port organization or the carrier to fulfill the loading and discharge conditions customary in ports shall be borne by the Principal.
The Principal shall also bear the costs resulting from congestion in the port, the quay, sorting yards and classification yards and other traffic points, lack of storage space and means of transportation, waiting for ships in ports and for other means of transportation at quays or railway stations, overtime work, waiting time during holidays and nonworking days, as well as interruption of work due to bad weather or other events of force majeure.
Article 19
The Freight Forwarder shall not be liable for information obtained from the shipping company and its agent concerning the voyage and arrival of the ship, nor for the information obtained from other carriers.
The Freight Forwarder shall verify the particulars concerning the operation of the ship, especially those concerning the calculation of the time spent on lay-days and demurrage, and s/he shall be responsible for such particulars.
Article 20
The demurrage for delay of a transportation means, associated with consignments whose transport documents identify the Freight Forwarder as the consignee, where such demurrage has not arisen from a proven fault on the part of the Freight Forwarder, shall be borne by the Principal. However, the Principal shall have the right to claim compensation from the organization responsible for such demurrage.
V TRANSPORT AND ACCOMPANYING DOCUMENTS
Article 21
Regarding the documents required for the transport of goods, the Freight Forwarder may use the existing standard documents – forms such as customary in individual branches of the transport business. If such documents contain the clauses by which the liability of the carrier is reduced or excluded, the Freight Forwarder shall not be liable for such excluded obligations.
Where the Principal wants to exclude certain clauses from the standard transport documents, s/he shall notify the Freight Forwarder accordingly in writing and in time.
The Freight Forwarder shall warn the Principal if it is evident that such exclusion or addition of clauses in transport documents may have harmful consequences.
Article 22
The Freight Forwarder shall not examine the validity of the authorization given to the bearer of the accompanying documents, nor of the signatory of the order.
For the received order, the Freight Forwarder shall not investigate whether there are any legal or other hindrances for the dispatch of the goods or any import, export or transit restrictions. Hence, and any costs arising in this respect shall be borne by the Principal.
VI ARRIVAL OF DAMAGED CONSIGNMENT AND THE PROCEDURE
Article 23
When a consignment arrives at the destination clearly damaged or with an evident deficiency in the number of packages, the Freight Forwarder shall, if in this case s/he represents the consignee, inform the Principal without delay of such damage or shortage and of all events significant for the Principal, and s/he shall take all necessary measures against the responsible person to protect the Principal’s rights.
Article 24
If, in the opinion of the Freight Forwarder, certain actions should be taken in the interest of the Principal but s/he cannot obtain instructions from the Principal beforehand, the Freight Forwarder shall be authorized to take such actions for the account and at the risk of the Principal.
When at the place of transshipment the Freight Forwarder acts on behalf of both the consignor and the consignee, s/he shall protect the interests of both of them with the diligence of a good businessman and keep them informed of his/her work.
Article 25
In the case of a general average, the Freight Forwarder shall inform the Principal of all facts s/he has become aware of.
VII SELECTION OF APPROPRIATE MODE OF TRANSPORT
Article 26
Where the order contains no instructions concerning the transport route, means of transportation and forwarding procedure for the goods, the Freight Forwarder shall choose or combine the options most favorable for the Principal.
Article 27
Where the goods are forwarded by rail and the Principal has indicated only the consignee’s domicile, without indicating the station of destination, the Freight Forwarder shall, if necessary explanations cannot be obtained from the Principal in time, forward the consignment to the station that is suitable for the Principal.
In such case, the Freight Forwarder shall not be responsible for the choice of the station.
Article 28
Part-load consignments may be dispatched by the Freight Forwarder in groupage transport, unless a specific different order in writing is received.
The Freight Forwarder shall, if so requested by the Principal, issue to the Principal the standard Freight Forwarder’s Certificate of Receipt to evidence the dispatch and handover of goods.
Article 29
In the sales contract, the Principal shall, in accordance with the delivery terms stipulated in such contract, ensure that, with regard to the transport of the goods, his/her partner follows strictly the instructions given to the partner by the Freight Forwarder.
VIII TIMEFRAMES
Article 30
The Freight Forwarder shall be responsible for the dispatch or delivery time only if s/he has expressly undertaken this obligation, but always within the limits of responsibility of the carrier and other participants in the transport of goods engaged by the Freight Forwarder.
Article 31
At the place of transshipment, the Freight Forwarder shall act conscientiously and carefully to ensure that the transshipment is carried out in the best possible way.
The Freight Forwarder shall not be responsible for hindrances and delays in the transshipment of goods resulting from a fault on the part of the carrier, transshipment organizations and other organizations involved, or force majeure.
Furthermore, the Freight Forwarder shall not be responsible for the untimely provision of the means of transportation by the carrier, nor for the untimely arrival of the goods due to traffic jams and other difficulties.
IX INSPECTION OF PACKING
Article 32
The Principal or his/her partner shall pack the goods taking into account their nature, characteristics and the requirements of the route and means of transportation.
The Freight Forwarder shall not be responsible for any consequences resulting from failure by the Principal, or his/her partner, to comply with the provisions of the contract.
If the Freight Forwarder notices that the goods are not properly packed or otherwise not prepared for transport, the Freight Forwarder shall inform the Principal of such shortcomings.
X DETERMINATION OF QUANTITY
Article 33
Unless otherwise agreed, the Freight Forwarder shall take part-load consignments according to the number of packages only, and bulk cargos according to the particulars given by the Principal or indicated in the transport documents, without any responsibility of the Freight Forwarder for the weight, content, or nature of the goods. The goods shall be weighed, measured or counted only if so ordered or in case of evident damage or deficiency in the quantity. In such case, the Freight Forwarder shall receive compensation for his/her costs and services.
The Freight Forwarder may have the goods weighed by an organization specialized for such activity.
XI SAMPLING
Article 34
The Freight Forwarder shall take samples and dispatch them as directed by the Principal. The costs of sampling, sample dispatch and additional remuneration shall be borne by the Principal.
The Freight Forwarder shall be responsible for taking samples from the part of the consignment that has been indicated for such action.
XII CUSTOMS CLEARANCE
Article 35
The given order shall be deemed to include also the order for customs clearance of goods, unless otherwise stipulated expressly and in writing.
In the customs clearance procedure, the Freight Forwarder shall act in the name and for the account of the Principal. The customs documents presented by the Freight Forwarder shall be based on the particulars provided by the Principal or his/her business partner. The Freight Forwarder shall not be held responsible if the particulars in the documents differ from the actual state. The Principal shall compensate the Freight Forwarder for any damage caused thereby.
For performing customs agency services, the Freight Forwarder shall be entitled to extra remuneration.
The order for customs clearance shall not include the liability of the Freight Forwarder to pay customs duties for the account of the Principal.
Where the place of customs clearance is not indicated in the order or provided for by regulations, it shall be determined by the Freight Forwarder.
XIII INSURANCE
Article 36
The goods shall be insured by the Freight Forwarder on the basis of an express order for every single dispatch. The indication of consignment value in the order shall not be considered an order for the insurance of goods. The insurance by the Freight Forwarder of one consignment shall not create the obligation for him to ensure all subsequent consignments of the same Principal.
Should the kind of risk to be covered by insurance not be specified in the contract, the Freight Forwarder shall insure the goods against basic transport risks.
If no insurance order is given by the Principal, or s/he has given an order for partial coverage, any damage arising there from shall be at the expense of the Principal
XIV REMUNERATION FOR SERVICES AND COMPENSATION OF COSTS
Article 37
The Freight Forwarder shall be entitled to remuneration for his/her services and to the compensation of his/her costs.
The remuneration shall be determined on the basis of the Tariff or by a separate agreement.
The Principal shall remain liable to the Freight Forwarder even if the Freight Forwarder has been instructed by the Principal to collect the amount due to him from third parties.
For the services provided to a foreign Principal, the Freight Forwarder shall be entitled to remuneration for his/her services and the compensation of his/her costs in the currency of the country where such Principal’s head office is located, or, by agreement, in another currency.
When the Freight Forwarder receives a request for payment of the difference between the previously charged and actual costs with a detailed explanation of undercharged costs, prior to the limitation date under the international treaties and national regulations, the Freight Forwarder shall be entitled to compensation of such costs.
No rights of the Freight Forwarder towards the Principal shall be affected by any bans or other measures, and the former’s right to remuneration and compensation shall at all times remain intact.
Unless otherwise stipulated, the Freight Forwarder’s invoices shall be payable within eight days after receipt Any objections to the invoices shall be notified within the same period of time (eight days after the receipt thereof).
If such an objection refers to a part of the invoice only, the undisputed portion thereof shall be payable within eight days after its receipt.
Where, in the performance of the order, the Freight Forwarder advances his/her own funds, the Freight Forwarder shall be entitled to special remuneration for such advanced funds, the amount of which shall be determined on the basis of the Tariff or by agreement with the Principal.
XV FREIGHT FORWARDER’S LIABILITY
Article 38
The Freight Forwarder shall, in every situation, act in the interest of the Principal and with the diligence of a good businessman.
Where the forwarding contract specifies a lump-sum rate (covering all forwarding and logistics operations, i.e. transport) for the performance of the entire forwarding order, such sum shall include remuneration for all services and the costs of forwarding, transport and all other costs.
In the case referred to in paragraph 2 of this Article, the Freight Forwarder shall be liable also for the work of the carrier and other service providers whose services have been included in the lump-sum rate referred to in paragraph 2 of this Article.
In the case that the Freight Forwarder who is held liable for omissions by third parties engaged for the performance of the order has suffered material losses because of that, and the finding that holds him/her liable clearly establishes facts indicating the omissions of third persons engaged for the performance of the order, the Freight Forwarder shall be entitled to claim compensation for material losses against such third persons, who shall waive their right to contest such claim on any basis or manner, and at any phase of the performance of the order.
In other cases, the Freight Forwarder shall be liable for the choice of the carrier and other persons with whom s/he has entered into contracts (storage of goods, etc.), for the performance of the order, but shall not be liable for their work, unless such liability has been assumed by him/her under the contract. In such cases, the Freight Forwarder shall take all measures necessary to ensure the Principal’s right to claim compensation for damages indemnification.
If, in lieu of performing the order himself, the Freight Forwarder entrusts the performance thereof to another Freight Forwarder, the Freight Forwarder shall be responsible for the work of such other Freight Forwarder.
Where the Freight Forwarder also performs other operations required under the order, customary practices or these General Terms and Conditions, s/he shall have all rights and obligations arising from such operations.
If the order contains an explicit or implicit authorization for the Freight Forwarder to entrust the performance of the order to another Freight Forwarder, or if the interest of the Principal requires so, the Freight Forwarder shall be liable exclusively for the choice of such other Freight Forwarder, unless s/he has also assumed responsibility for the work of the other Freight Forwarder.
The Freight Forwarder shall be liable for the number of pieces and marks on the packages, provided they are visible. The Freight Forwarder shall not be liable for the weight, measure, quality, content and value of goods.
The Freight Forwarder’s service shall be considered properly performed if the consignment has been forwarded in the same condition as received.
The Freight Forwarder shall not be liable for damage caused by force majeure or the nature of goods.
The Freight Forwarder shall not be held liable for incorrectly calculated freight, customs and other public duties. The Freight Forwarder shall be bound to make a complaint only if expressly requested to do so by the Principal. In such case, the Principal shall furnish the Freight Forwarder with all transport, customs and other documents necessary for making the complaint. The Freight Forwarder shall send documents to the Principal within three days of receiving them.
If the Principal has requested so and if it is objectively possible, the Freight Forwarder may, at the expense and for the account and risk of the Principal, claim damages and conduct a litigation against the persons with whom s/he has entered into a contract during the performance of the forwarding order.
XVI RETENTION AND LIEN
Article 39
In order to secure the collection of his/her claims against the Principal related to the forwarding contract, the Freight Forwarder shall have the right of lien regarding the objects handed over for forwarding and in relation to forwarding, while s/he keeps them in his/her possession or while s/he is in possession of the document entitling her/him to dispose of them..
Should yet another agent participate in effecting the forwarding, s/he shall be obliged to take care of collecting the claims and realizing the right of lien of the previous forwarding agents.
Should another agent pay off the forwarding agent's claims against the Principal such claims and the forwarder's right of lien shall be transferred to him by law. The same shall apply should the other Freight Forwarder pays off the carrier’s claims.
Article 40
Where, at Principal’s request, goods have been placed at the disposal of a third party or are to be delivered to a third party, the Freight Forwarder may use lien for his/her claims against third parties only if such claims refer to the goods held by the Freight Forwarder on the aforesaid basis.
Article 41
The Freight Forwarder may inform the Principal and other business partners that his/her business operation is based on these General Terms and Conditions by through a formal document. Notwithstanding this, it shall be deemed that the Freight Forwarder has informed all interested parties if this information is contained in any document used by the Freight Forwarder for communication with third parties.
By giving the order or concluding the contract, the Principal and other business partners shall be deemed to be aware of all details contained in these General Terms and Conditions, that they understand all definitions used in these General Terms and Conditions and that they fully and unconditionally accept them.
Article 42
By the adoption of these General Terms and Conditions, the “General Terms and Conditions for Business Operations of Freight Forwarders of Yugoslavia”, adopted by the Federal Chamber of Commerce in 1970, shall cease to be valid.
Article 43
These General Terms and Conditions shall come into effect on the eight day after being published in the “Official Gazette of the Republic of Serbia”."