TRANSPORTATION CONDITIONS of UVED Company s.r.o.
UVED Company, s.r.o., with its registered office Bulharská 996/20, Vršovice, 101 00 Prague 10, Company Reg. No.: 01780565, entered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Entry 211497 (hereinafter referred to only as the “Client”) issues the following Transportation Conditions (hereinafter also referred to only as the “TC”) under the provisions of Section 1751 and the following of act no. 89/2012 Coll., the Civil Code as amended.
These Transportation Conditions stipulate and specify basic terms and conditions that govern the transportation of goods and transportation-related activities, as well as the Client’s and Shipper’s rights and obligations arising from these contractual relationships. These Transportation Conditions are part of every contract entered by and between the Shipper and the Client. Other rights and obligations of the Parties not specified in these TC, in an order, contract or master contract on transportation - if concluded - is governed by the laws of the Czech Republic in force and as regards international carriage of goods by road it is governed by the Convention on the Transportation Contract for the International Carriage of Goods by Road (hereinafter also referred to only as the “CMR Convention”), as well as by any other generally binding legislation related to international and domestic carriage of goods by road. The Shipper is always bound to perform the transportation and bears the liability for damage occurring as a consequence of transportation.
I CONCLUDING CONTRACT
1) Order is a binding proposal to conclude a contract sent by the Client using the Client’s template by e-mail, fax message, by mail in writing or handed over to the Shipper in person. All the above mentioned methods of communication are considered equal. Contract means transportation contract entered into by and between the Client and the Shipper in which the Shipper is bound to the Client to transport an object as a shipment from the place of dispatch to the place of receipt under the conditions specified in this Transportation Contract and the Client undertakes to pay the stipulated haulage (price for shipment) to the Shipper.
2) Contract is concluded at the moment the Client receives the order confirmed/accepted by the Shipper. No later than together with the order confirmation the Shipper is obliged to submit proof of insurance for liability of the Shipper for damage caused to the Client which fully complies with the conditions in Art. II par. 2) of the TC proving that any and all conditions have been met under Art. II par. 2) of the TC including the document proving that the insurance premium was duly and properly paid. It must be clear from the insurance documents that the vehicle with the specific number plate specified in the Order or Order confirmation, or the vehicle specified in the bill of lading where the goods was actually loaded, has been insured unless the Shipper uses the services of a sub-shipper in accordance with the conditions of this Contract. If the number plate of the vehicle which is prepared for lading differs from the number plate specified in the Order or the confirmation thereof, it is necessary to make sure that the insurance covers the vehicle which is actually used to load the goods. Similarly, in the case a sub-shipper’s services are used by the Shipper and in accordance with this Contract the Shipper is obliged to submit the documents proving the insurance taken out by the sub-shipper which fully corresponds with the conditions of Art. II par. 2) of the TC and it must be clear and explicit based on these sub-shipper’s insurance documents that the specific vehicle with the number plate specified in the Order or the confirmation thereof, or the vehicle specified in the bill of lading, where the goods are actually loaded is also covered by the insurance. If the number plate of the vehicle which is prepared for lading differs from the number plate specified in the Order or the confirmation thereof, it is necessary to make sure that the insurance covers the vehicle which is actually used to load the goods. By sending the confirmed order to the Client the Shipper confirms that it has read and agrees with these TC and that these TC govern the contractual relationships between the Shipper and the Sender. These TC are inseparable part of every contract entered into by and between the Client and the Shipper.
3) If the Shipper presents a draft proposing some changes of or amendments to the order to the Client, it is considered a new draft of the contract even if the change or deviation does not materially change the terms and conditions of the offer (order). Accepting an offer (order) with annexes or deviations is excluded. If the Client accepts the new draft of the contract, it confirms the acceptance to the Shipper.
4) The Shipper can confirm received orders as follows:
a) by electronic mail sent to the following e-mail address: email@example.com or to any specific employee’s e-mail address of the Client,
b) in writing by sending a fax message with the order to the Client,
c) by handing it over in person in the registered office or branch office of the Client.
The time period for confirming the order by the Shipper using one of the above listed methods a) to c) is three hours from the time it is sent to the Shipper. If the order is not accepted within the specified period using one of the ways listed above, it can be accepted within the specified period following the procedure under Art. IV par. 1) of the TC (however, the date of lading specified in the order remains unchanged) and after this period expires the order can be accepted only if the Client sends an e-mail to the Shipper without undue delay to inform the Shipper that the acceptance is considered to be made in time or if the Client’s behavior corresponds with the order.
II RIGHTS AND OBLIGATIONS OF THE PARTIES
1) The Shipper is obliged to observe any and all laws in force which relate to the transportation and to make sure that its employees are aware of the contents of the contract concluded with the Client. During the shipment transportation the Shipper is obliged to follow the Client’s instructions and to protect the Client’s interests as well as the interests of the owner of the transported goods and to perform the transportation in a professional manner, i.e. duly and properly in accordance with the order. The Client is entitled to dispose of the shipment during the transportation, especially to request immediate suspension of the transportation, change of the place of unloading or handing over the shipment to a person other that the person specified in the order. The Shipper is obliged to notify the Client without undue delay of any circumstances which may affect proper performance of the Shipper’s obligation to transport the goods and which arise during transportation (traffic restraints, weather condition changes, waiting time, etc.). The Shipper is obliged to perform its activities with due diligence and professionally and to make sure that the Client’s interests are carried out in good quality, economically and conscientiously. The Shipper’s duties include, but are not limited to, the following:
a) proper and professional care of the shipment entrusted to the Shipper and other things the Shipper obtained for the Client,
b) notification of the Client in case of apparent errors in instructions or discrepancy between the Client’s instructions and the law,
c) notification of the Client of any existing legal or administrative obstacles (e.g. restrictions imposed on export and import, embargoes etc.),
d) obligation to notify the Client without undue delay of any public obligations related to the shipment transportation unless the Client is demonstrably aware of these obligations.
2) obligation of the Client to take out insurance for any cases of liability for damage to the goods and property and any other damage to property which may occur and which may arise from this Contract. The Shipper is especially obliged to - but not exclusively - take out insurance for liability for hauliers which corresponds to its liability and the scope of the duty to compensate in accordance with the applicable law including insurance for liability of damage as a result of gross negligence under Art. 29 of the CMR Convention and insurance in case shipping price is stipulated under Art. 24 of the CMR Convention, as well as stipulating a special interest in delivery under Art. 26 of the CMR Convention in cases when the provisions or some relevant provisions of the CMR Convention apply. In international carriage of goods by road the Shipper must take out insurance as regards the protection of its liabilities corresponding to the scope of the duty to compensate under the CMR Convention including insurance for damage as a result of gross negligence under Art. 29 of the CMR Convention and insurance in case shipping price is stipulated under Art. 24 of the CMR Convention and in the case special interest in delivery is stipulated under Art. 26 of the CMR Convention. Insurance protection must also cover the shipment or its part missing. Limit of amount of the insurance claim must always correspond to at least the price of the shipment under the order for every insurable claim and in case the price of the shipment is not specified in the order, it is at least CZK 10,000,000 per every insurable claim. Regardless this provision, the Shipper is obliged to check on its own responsibility if domestic or international law and/or terms and conditions of this Contract do not require further additional insurance. The Client can request a document showing the condition of all insurance policies at any time by either presenting all insurance policies and/or confirmation provided by the insurance company and the insurance policies including terms and conditions of insurance as well as proof that the insurance premium was duly and properly paid.
3) Without the Client’s prior explicit consent or instructions given in writing (electronic form sent by e-mail is sufficient) the Shipper is not entitled to perform lading or unloading of the goods or store and secure the goods against damage during transportation with the exception of checking the storage and securing from the point of view of requirements and rules related to traffic safety. If these activities are requested during lading or unloading, the Client is informed immediately over the phone or by e-mail and further instructions are requested and until further instructions the activities are not performed. As regards further procedure, the first sentence of this provision shall reasonably apply. In case this provision is breached, the Shipper promises to indemnify the Client for any damage to the goods arising in connection with lading, unloading or storing and securing the shipment on the vehicle or as a result thereof and undertakes to compensate for these regardless if the Shipper is liable for the occurrence of such damage or not.
5) The Shipper is liable for the shipment and in case any damage occurs on the shipment the Shipper is obliged to compensate for the damage in full. The Shipper is obliged to prepare a technically suitable and technically eligible vehicle for lading which is also fit for due and safe transportation of the entrusted shipment. During lading, the Shipper is obliged to have at its disposal all necessary securing materials to fasten the shipment in order to ensure that the traffic safety is observed in accordance with the declared type of shipment, its nature, dimensions, weight and type and number of colli. Alternatively, the Shipper is obliged to obtain such material during lading to make sure the shipment is secured and fastened in compliance with the safety rules and standards. When taking over the shipment for transportation and throughout the transportation the Shipper is obliged to verify the correctness of the data in the bill of lading/delivery note, especially the amount and type of the transported goods and take into account the fact that the Shipper is obliged to fill in the bill of lading duly and properly.
6) The Shipper is obliged to select eligible transport staff members and care for their proper professional qualifications and training and to verifiably instruct them on the procedures as regards transportation by road and the Shipper’s liability.
7) The Shipper’s driver is obliged to be present during lading and to check the number of pieces and shipment labels and designation, the actual condition of the shipment and its packaging and the way it is placed on the vehicle, as well as the correctness of data in the bill of lading as regard the numbers and labels under the provisions of Art. 8 of the CMR Convention. If the driver’s presence is not allowed during lading, the driver is obliged to inform his/her employer or controller immediately, ask for further instructions and record this situation in the bill of lading using not only numbers but provide description in words including the reasons. At the same time, the Shipper is also obliged to inform the Client over the phone and also by e-mail about such incongruities and ask the Client for further instructions and not to depart before such instructions are given.
8) The Shipper is obliged to notify the Client (in writing in the bill of lading), or the person performing the lading, if package/packaging is visibly defective upon take over of the shipment for transportation and if there are any apparently incorrect data in the bill of lading as well as any apparent circumstances during lading which may cause damage to the transported shipment. In case the driver thinks during the check that the visibly defective package or placement of the shipment on the vehicle may result in damage to the shipment, the driver is obliged to ask the sender, or the person performing the lading, to correct it and if the sender (the person performing the lading) does not comply with the Shipper’s request, the driver cannot start the transportation. The Shipper shall make a reservation and record these facts in the bill of lading and inform the Client immediately to ask for further instructions on how to proceed.
9) When parking the vehicle during transportation the Shipper’s driver is obliged to select place for parking and to secure the vehicle in a way which corresponds to the Shipper’s professional care for the shipment protection (especially in the case of sensitive and/or valuable goods) and to make sure the Shipper’s obligations are met to avoid harmful events stipulated in the Transportation Contract or insurance policy as part of the Shipper’s liability insurance. He/she is especially obliged to park the vehicle on guarded parking places and to take any other necessary safety measures in order to avoid damage (such as proper route planning or employing two drivers, using a box truck, using an alarm system and vehicle tracking system, etc.).
10) The Shipper is obliged to make sure that all transportation related data are properly marked and recorded in the documents, i.e. especially the date of lading and unloading, description and number plate of the vehicle, driver’s name, shipment description including the recipient’s signature. The Shipper is also obliged to properly mark and fill in all mandatory data in the bill of lading/CMR bill of lading and the delivery note and to always specify the shipment price and amount related to special interest in delivery. If the necessary data are not available, the Shipper is obliged to request them from the Client in writing (e-mail is sufficient) so the duty to issue and fill in the bill of lading can be performed properly and in due time. The driver is obliged to be present during the unloading and together with the recipient shall ascertain the visible condition of the shipment and check if numbers correspond to the data in the CMR bill of lading. Any potential discrepancies must be announced to the Client and damage report must be prepared in the presence of an impartial person or an average adjuster – if required due to the extent of results of damage to the shipment. If the time and date of receiving the shipment is not confirmed in the bill of lading directly by the recipient including the signature and stamp, the Shipper is obliged to do so itself in the copy of the bill of lading issued for the Shipper and the recipient. During the unloading, the Shipper is obliged to take photographs of the shipment and its condition including its packaging immediately after opening the vehicle. If the Shipper is not enabled to be present during the unloading and/or to take photographs, the Shipper is obliged to make a reservation in writing in the bill of lading with the explanation and to inform the Client about the situation immediately over the phone and by e-mail. If the Shipper fails to take photographs and/or to deliver it duly and properly to the Client according to the last sentence of this provision, the Shipper undertakes to pay contractual penalty the amount of which corresponds with the price of the shipment specified in the order and also any damage incurred. The same contractual penalty including any damage incurred shall be paid in case the Shipper was not enabled to be present during the unloading a/or to take photographs and failed to make a reservation thereof in the bill of lading and/or failed to notify the Client thereof immediately. In case any discrepancies are ascertained in the amount of goods during the unloading or if damage to the goods are ascertained during the unloading, the managing clerk of the Client shall be notified thereof in writing - an e-mail message is sufficient - and in urgent cases on the phone with a subsequent message in writing (e-mail message is sufficient) and asked for further instructions. In case any discrepancies or damage are ascertained during the unloading, it is possible to depart from the place of unloading only after the agreement with the Client. If any discrepancies between the handed over shipment and received shipment are accepted by the Shipper, the Shipper’s employees or authorized sub-suppliers without consulting with the Client, the Shipper bears responsibility and promises to compensate the Client in full for such situation. Any defects occurring during transportation, danger to the shipment, delays in transportation, harmful events or obstacles in completing the transportation and handing over the shipment shall be reported by the driver without delay to his/her Shipper and the Shipper is obliged to inform the Client and ask for instructions. The Client undertakes to instruct the Shipper in order to minimize such damage. In the case of damage arising from the circumstances when the Shipper is not exempt from liability or it may be disputed, the Shipper undertakes to duly claim corresponding compensation of damage from the insurer. For this purpose, the Client is obliged to provide its assistance, especially to prepare all required documents requested by the Shipper in due time to prove the amount of the incurred damage. In case differences are ascertained during the unloading, the Shipper shall take photographs of all alleged or potential damage and depicts them correctly and in detail in the transportation related documents including the bill of lading. These documents shall be delivered to the Client without delay no later than 48 hours from finishing the transportation including the copy of the bill of lading (copy for the Shipper) in electronic form to the following address firstname.lastname@example.org.
11) Without the Client’s consent, it is not allowed to add anything to the shipment or to place the goods in another vehicle.
12) The Shipper is entitled to enter into an agreement with a sub-shipper only after the Client’s prior consent is given and if this shipper is eligible and its liability duly covered with insurance under Art. II par. 2) of the TC and whose insurance is duly proved in accordance with the procedure under Art. I par. 2) of the TC. If the Shipper does not request the Client’s prior consent in writing with the use of a sub-shipper in order to perform this order and fails to submit duly such sub-shipper’s insurance (based on which it is made clear, among others, that the vehicle registered under the specific number plate is covered with the sub-shipper’s insurance policy) and a document proving that the insurance premium has been paid, the Shipper is obliged to pay contractual penalty to the Client the amount of which corresponds to the price of the shipment specified in the order and in case no price is specified then the corresponding amount is 10 times the price for transportation stipulated in the Transportation Contract. Claims to compensate for damage are not prejudiced by claims to contractual penalty. The Parties explicitly declare that they are aware of the fact that the contractual penalty has been stipulated to make sure no losses or missing shipment occur due to using fraudulent sub-shippers which is a material and high risk associated with the potential use of sub-shippers.
13) The Shipper is obliged to protect the Client’s trade secret which consists of any and all information provided by the Client to the Shipper with respect to the transportations performed for the Client, i.e. especially any information concerning the already performed transportations, stipulated price or the Client’s clients. Any information provided by the Client can be disclosed by the Shipper to third parties only if such disclosure is necessary to perform the purpose of the contract.
14) If the Shipper fails to observe the date of lading or unloading in the domestic carriage of goods specified by hour, the Shipper is obliged to pay contractual penalty to the Client the amount of which is CZK 1,000 for every commenced hour and in case the lading and unloading is specified only by date, the Shipper shall pay contractual penalty to the Client the amount of which is CZK 5,000 per every commenced calendar day. Any claims as regards compensation for damage are not prejudiced by stipulating the contractual penalty. If the Shipper fails to observe the date of lading in the international carriage of goods specified for a specific hour, the Shipper is obliged to pay contractual penalty to the Client the amount of which is CZK 5,000 for every commenced hour and in case the lading is specified only by date, the Shipper shall pay contractual penalty to the Client the amount of which is CZK 10,000 per every commenced calendar day. The Client’s claims as regards compensation for damage are not prejudiced by stipulating the contractual penalty. If the Shipper fails to observe the date of unloading (exceeding the delivery date) in international carriage of goods specified by a specific hour or a specific day, the Shipper is liable for damage under the CMR Convention. If the Shipper fails to prepare a vehicle for lading or prepares a vehicle which is not fit for the stipulated transportation and the shipment, the Shipper is obliged to pay contractual penalty to the Client the amount of which is the haulage stipulated in the transportation contract and any potential claims of the Client for compensation of damage are not prejudiced by such contractual penalty. In case the Shipper fails to inform the Client about exceeding the stipulated delivery time or time for preparing the vehicle for lading, a one-off contractual penalty the amount of which is CZK 10,000 is stipulated. The same contractual penalty shall be paid by the Shipper if the duty to inform in accordance with the last sentence of Art. II par. 7) and in accordance with the last sentence of Art. II par. 8) is not observed. The Client’s claims as regards compensation for damage are not prejudiced by stipulating the contractual penalty.
III SHIPPING PRICE AND PAYMENT TERMS AND CONDITIONS
1) Shipping price is contractual and the Parties stipulate it in specific orders for transportation or contracts (hereinafter also referred to only as the “Shipping Price”); unless specified otherwise in the order, prices are stipulated without the value added tax specified by law (VAT). The Shipping Price includes all expenses of the Shipper related to the performance of transportation under the contract, it especially includes the toll and charges for entry of the vehicle or other administrative charges and customs duties. Any potential extra expenses such as demurrage no longer than 24 hours are covered as part of the stipulated shipping price unless the Client and the Shipper agree otherwise. The date of lading and unloading means the date when the vehicle is prepared, not the date when the actual lading or unloading is performed. Idle time caused by the Client shall be paid by a flat rate of CZK 300/ calendar day and only if it is duly proved by confirmations of idle time and reasons thereof; at the same time, the Client shall be informed about such idle time immediately in writing no later than 24 hours from its beginning. Idle time during lading and unloading the extent of which does not exceed 24 hours in a single case is included in the shipping price.
2) Payment of the shipping price can be requested when the goods are transported to the place of receipt and invoice including the other documents listed below is delivered to the Client: (i) bill of lading with the recipient's signature and stamp attached and all other requirements under this Contract (including the shipping price and amount related to a special interest in delivery, etc.), including the date and time when the recipient received the shipment (ii) photographs showing the condition the shipment and its packaging is in during unloading under Art. II par. 10) of the TC (iii) document proving the Shipper’s insurance under Art. I par. 2) of the TC and, as the case may be, the document proving the insurance of the sub-shipper under Art. II par. 2) of the TC including the proof of duly and properly paid insurance premium by this sub-shipper. Haulage cannot be claimed for extent not delivered to the legitimate recipient. If the Shipper cannot complete transportation due to reasons the Shipper is not liable for, the Shipper is entitled to proportionate part of the haulage price with the part of the transportation already performed taken into account.
3) The Shipper is obliged to charge the shipping price to the Client under the contract based on the tax document – invoice issued and delivered to the Client within 10 calendar days from the day the transportation is completed. Completion of transportation means that the shipment is taken over by the person named as the recipient in accordance with the order or the Client’s instructions. Due date of invoice for transportation is 60 days from the day the invoice is received together with the complete transportation related documents within the intention of the previous paragraph 1) depending on which of these documents is delivered as the last one. If the invoice lack any regular requirements or any of the requirements specified by these TC or if annexes specified in these TC are not enclosed to the invoice, the Client is entitled to return such invoice to the Shipper to be completed or corrected. In such case the Client is not in default with payment of the shipping price and the invoice due date is calculated from the day invoice is received again by the Client including all required documents (bill of lading with all requirements, photographs taken during unloading, insurance documents). The Shipper is obliged to enclose documents to the invoice proving the transportation was completed in accordance with the order and the CMR bill of lading (transportation documents) and the documents in accordance with the first sentence of Art. III par. 2) of the TC must be always enclosed otherwise the Client is not obliged to pay for the transportation to the Shipper. All documents must be duly verified and a stamp must be attached as expected. The Shipper is obliged to send the copies of transportation documents and photographs to the Client immediately after the completion of transportation, as well as the relevant insurance documents (unless these were already sent as requested in terms of extent and scope) to the following address: email@example.com. In case of failure to deliver the required documents within the specified period, the Client is entitled to penalty amounting to 30% of the stipulated shipping price and also any damage caused. In case of any reservations made in the bill of lading or another transportation document, the due date for payment of the shipping price is postponed by 30 days; the Client shall notify the Shipper of such postponement.
4) The Client is entitled to set off any debt, even if not due, of the Shipper towards the Client one-sidedly even without the Shipper’s consent against any debt of the Client towards the Shipper, even if not due yet. The Shipper is not entitled to one-sidedly set off any of the Client’s debts towards the Shipper without the Client’s consent. The Shipper is not entitled to surrender any of its debts or claims arising from the business relationships between the Client and the Shipper.
IV FINAL PROVISIONS, DISPUTES ARISING FROM OR IN CONNECTION WITH THE CONTRACT
1) The Client can revoke the draft of the contract (order) at any time. This Transportation Contract is in force in its full extent under the terms and conditions specified in Art. I par. 4) of the TC even if there is no return confirmation of the order in writing including the aforesaid contractual terms and conditions if the Shipper prepares a vehicle for lading or if the Shipper’s conduct shows that it will execute the transportation.
2) Any potential disputes between the Parties shall be settled by the participants in an out-of-court settlement based on mutual talks with the aim to preserve good business relationship even if mediation is necessary. In case the Parties fail to settle any property related dispute arising from this Contract (or any contract concluded based on this Order) amicably, even with the use of mediators, all disputes the subject of which shall not exceed CZK 50,000 inclusive will be submitted to the court having jurisdiction in Prague 10, which also applies to cases containing a foreign element – in the case of such disputes international jurisdiction of Czech courts is arranged. Any and all disputes arising from or in connection with this Contract where the subject of dispute exceeds CZK 50,000 shall be finally and decisively settled by the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic in accordance with its Rules by three arbitrators and the arbitration court shall decide in compliance with the CMR Convention. When assessing relationships resulting from an obligation in connection with this Contract concluded with the Shipper, or a contract concluded based on the specific order, the Czech body of laws is decisive.
3) This Contract can be terminated at any time with immediate effect without the period of notice in case of material or repeated breach of its obligations by the Shipper. Material breach of obligations include, but is not limited to, the following:
a) The Shipper fails to prepare a vehicle fit for transporting the agreed cargo to be loaded within the stipulated period,
b) Failure to meet the obligations under Art. II par. 2) of the TC and/or failure to submit insurance documents under Art. I par. 2) of the TC,
c) insolvency procedure and subsequent bankruptcy as regards the Shipper’s property,
d) using a sub-shipper in violation of this Contract.
4) The Shipper can withdraw from this Contract (to cancel an order or contract) without giving any reasons no later than 24 hours before the day of lading only if compensation (cancellation fee) is paid in the amount mentioned below or if the reasons foreseeable by law for withdrawal from contract within the intention of Section 2002 of the Civil Code are met. Compensation in such case shall be paid in the amount mentioned below depending on the time of withdrawal from contract: (i) no later than 72 hours before the stipulated time of lading 10 % of the haulage, (ii) no later than 48 hours before the stipulated time of lading 25 % of the haulage, (iii) no later than 24 hours before the stipulated time of lading 50 % of the haulage. If the Shipper withdraws from the contract within the stipulated period without giving any reasons or due to reasons which do not correspond with the conditions specified in Section 2002 of the Civil Code, the Parties agree that such procedure shall be subject to this provision and the Shipper is obliged to pay the aforesaid compensation. Obligation to pay the compensation arises at the moment of withdrawal from the Contract (i.e. cancellation, etc.) by the Shipper.
5) The Client is entitled to change or amend the TC in case of change in the related law. New TC which are effective and in force shall be posted by the Client on the Client’s website and on the premises of the Client’s registered office. For the Shipper, the latest TC is effective from the day the Shipper is delivered an order referring to the latest TC or from the day the Shipper has an opportunity to familiarize with the latest TC, whichever occurs first.
7) These TC are available 24/7 on the website: www.uvedcompany.cz and they are available in print in the Client’s registered office.
8) These TC come into force and become effective on 1 June 2020