GENERAL TERMS AND CONDITIONS
Pursuant to Section 1751 et seq. of the Act No. 89/2012 Coll., the Civil Code, as amended, ZEVUN, s.r.o. is issuing the following
General Commercial Terms and Conditions (hereafter referred to as “GCTC”).
ZEVUN, s.r.o., Dolní 222, Choceň 56501 (Company registration No.: 26006863, incorporated in the Commercial Register in custody of the Regional Court of Hradec Králové, Section C, Entry 19622 (hereinafter referred to as the "Client")
The Carrier is a natural person or legal entity that provides the Client with the Services based on the Contract with a purchase order in line with these GCTC (hereinafter referred to as the “Carrier”).
SUBJECT OF GCTC
The subject of these GCTC is the specification and wording of the basic terms and conditions governing the mode of transport of goods and acts related to the transport, as well as the rights and obligations of the Client and the Carrier arising from these contractual relationships.
SCOPE OF APPLICATION of GCTC
These GCTC form a part of each Contract concluded between the Client and the Carrier. The other rights and obligations of the Parties not specified in these GCTC, the purchase order, the Contract or the General Contract for Transport shall be governed by the applicable legal regulations of the Czech Republic, in particular, by the provisions of the Act No. 89/2012 Coll., the Civil Code, as amended, the Convention on the Contract for the International Carriage of Goods by Road (hereinafter referred to as the “CMR Convention”), Agreement on the International Carriage of Dangerous Goods by Road (hereinafter referred to as the “ADR Agreement”), and other generally binding legal regulations applicable to the international and national road transport.
TERMS AND DEFINITIONS
4.1 The purchase order is a binding proposal for conclusion of the Contract sent by the Client using a template of the Client to the Carrier by electronic mail (e-mail), fax, regular mail, fax or delivered to the Carrier in person. Any and all communication methods mentioned above shall be considered equal.
4.2 The Contract is a contract of carriage between the Client and the Carrier, under which the Carrier agrees to transport the item (shipment) from a certain place (place of dispatch) to another specific place (place of destination), and the Client agrees to pay the charge (price for carriage). The Contract is concluded upon delivery of a purchase order confirmed/accepted by the Carrier to the Client, including submission of proof of the Carrier's contractual liability insurance. By sending the confirmed purchase order to the Client, the Carrier confirms that he has become familiar with and agrees to the wording of these GCTC and that these GCTC govern the contractual relationships between the Carrier and the Client. These GCTC form an integral part of every Contract. In the event that the Carrier fails to deliver the proof of insurance of the cargo with additional insurance against theft valid for the entire duration of the Contract (or for the duration of the carriage), the Client does not need to pay for the carriage. If the Carrier performs the carriage according to the Contract without validly agreed liability insurance for damage caused to the Carrier for the entire duration of the Contract (or for the duration of the carriage) to the extent of at least CZK 5,000,000, the Client shall be entitled to a contractual penalty in the amount of CZK 1,000,000. The contractual penalty provision shall be without prejudice to the claim to damage compensation.
4.3 The Service shall mean ensuring the transport of the consignment from the place of dispatch to the place of destination under the Contract according to the present GCTC. Under the Contract, the Services may also include the provision of customs clearance of goods, or storage of consignments by the Carrier.
RIGHTS AND OBLIGATIONS OF THE PARTIES
5.1 If the Carrier fails to confirm the purchase order within one hour as of the receipt thereof, the purchase order shall cease to be valid, unless the Carrier and the Client agree otherwise. If the Carrier confirms the purchase order, the Carrier shall specify the registration plate of the vehicles by which the purchase order will be implemented. If the Carrier submits to the Client a written proposal for amendment or supplement of the purchase order, this shall be regarded a new draft Contract. If the Client accepts a new draft Contract, it shall confirm it to the Carrier. The Carrier may confirm the purchase order received in the following ways:
a) by e-mail to the specific e-mail address of the Client’s employee, from which it was sent
b) in writing by sending the purchase order to the Client by fax
c) by personal delivery to the registered office or branch of the Carrier
The Carrier shall perform the carriage in line with the Client’s instructions and protect its interests and interests of the owner of the transported goods and to perform the carriage professionally, i.e. in a proper and timely manner according to the purchase order. For the duration of the carriage, the Client shall be entitled to dispose of the consignment, in particular, to request immediate stoppage of the carriage, change of the place of unloading or issue of the consignment to a recipient other than the one specified in the purchase order. The Carrier shall immediately notify the Client of any and all circumstances occurring during the carriage that may affect the proper fulfilment of the Carrier's duties to perform the carriage (such as traffic restrictions, weather changes, waiting times, etc.). The Carrier shall perform their activities with professional care and make sure to care about the Client's interests in a high-quality, cost-effective and careful manner. As a part of such performance, the Carrier shall further:
a) take due care of the consignment entrusted to them and the things they have received from the Client
b) notify the Client of any clear inaccuracies in their instructions or to the Client’s instructions contradicting the applicable law
c) notify the Client of any legal and/or official barriers to the carriage (such as import and export restrictions, embargoes, etc.)
d) immediately notify the Client of any public-law duties associated with the carriage of the consignment, unless the Client is demonstrably aware of such duties
5.2 The Carrier is responsible for proper loading of the goods and for securing the consignment against potential damage during transport. The Carrier is responsible for the consignment and in the event of damage to the consignment, it shall compensate the damage in full. When accepting a consignment for carriage, the Carrier shall check the correctness of the data in the consignment/delivery note, in particular, the quantity and type of goods transported.
5.3 The Carrier shall perform the carriage of the consignment by technically suitable and technically fully capable means of transport and shall take due care of the appropriate professional qualifications of its employees ensuring the transport of the consignment. For loading, 12 attachments, complete crating, clean loading area, protective corners, anti-skid mats are required. The Carrier shall be present at the loading and unloading, check the quantity and marking of the consignment, the visual condition of the consignment, as well as the manner of placement of the consignment in the vehicle. If the Carrier is unable to perform the aforementioned, it shall record a written reservation in the CMR consignment note, not in numbers, but in words. The Carrier shall proceed in the same manner in the case of incorrect placement of the consignment, whereas in such case, the Carrier shall first notify the sender and if the sender does not reload the consignment, the Carrier shall inform the Client and make a written reservation in CMR consignment note. When loading, the Carrier shall have at its disposal the necessary fixing materials to fix the cargo depending on the specified type of cargo. Or, where appropriate, the Carrier shall arrange for such material during loading so that the consignment is secured in accordance with the safety regulations. If the Carrier fails to comply with the deadline of loading or unloading in domestic freight transport for a specified hour, the Carrier shall pay to the Client a contractual penalty in the amount of EUR 40 for every commenced hour and in the case of a deadline of loading and unloading determined only for a specific day, the Carrier shall pay to the Client a contractual penalty in the amount of EUR 200 for every commenced calendar day. The contractual penalty provision shall be without prejudice to the claim to damage compensation. If the Carrier fails to comply with the deadline of loading in international freight transport determined for a specified hour, the Carrier shall pay to the Client a contractual penalty in the amount of EUR 40 for every commenced hour and, for the deadline of loading determined only for a specific day, the Carrier shall pay to the Client a contractual penalty in the amount of EUR 200 for every commenced calendar day. The contractual penalty provision shall be without prejudice to the claim to damage compensation. If the Carrier fails to meet the unloading deadline (in excess of the delivery period) in international freight transport for a specified hour or a specified day, the Carrier shall be liable for damage in accordance with the CMR Convention.
5.4 The Carrier shall comply with any and all applicable legal regulations relating to the performed carriage and make sure that its employees are familiar with the content of the Contract.
5.5 Unless expressly agreed to between the Parties to the Contract, or unless the Client gives written consent to the Carrier in advance, the Carrier shall not be entitled to subcontract the carriage to third parties (sub-carriers). Without the prior written consent of the Client, the Carrier is not entitled to perform transshipment or change of the vehicle licence plate during transport. In the case of violation of the obligations under this clause, the Carrier agrees to pay to the Client a contractual penalty in the amount of EUR 10,000, whereas the right to compensation of damage is not affected by this provision.
5.6 The Carrier shall ensure proper identification of all details relating to the performed carriage in the vehicle operation record, i.e. in particular, indicate the date of loading and unloading, vehicle identification, driver's name, consignment identification including the consignee's signature. The Carrier shall further properly identify any and all mandatory details in the CMR consignment note/cost note and the delivery note.
5.7 The Carrier agrees to enable and ensure the loading and shipping clearance of road trucks no later than within 2 hours as of the time of delivery of the vehicle at the place of loading of the goods, unless agreed otherwise in the purchase order. At the same time, the Carrier shall ensure that the loading and unloading takes place properly and, if necessary, the Carrier shall arrange for such mechanisms.
5.8 The Carrier shall protect the Client's trade secrets, which include any and all information communicated by the Client to the Carrier in connection with the performance of carriage for the Client, i.e. in particular information on performed transports, price arrangements or the Client’s customers. The Carrier may only disclose the information provided by the Client to third parties if it is strictly necessary for the fulfilment of the purpose of the Contract. The Carrier also agrees to refrain from any competitive behaviour towards the Client using information obtained during business relations with the Client. In the case of directly contacting, without authorisation, the Client's customers by the Carrier, the Client shall be entitled to charge the Carrier a contractual penalty for each individual unauthorised direct contact of the Client's customer in the amount of EUR 1,000, which shall be without prejudice to the Client's right to compensation of the damage incurred.
5.9 The Carrier shall immediately report to the Client if damage to the consignment occurred or threatens to occur in the course of the transport and the Client agrees to provide the Carrier in a timely manner with such instructions that would minimise such damage. For damage caused by circumstances beyond the Carrier’s liability, the Carrier agrees to apply the appropriate claim for damages with their insurer in a timely manner. The Client shall provide any and all possible cooperation for this purpose, in particular, ensure in a timely manner the necessary documents to prove the amount of damage incurred, which shall be requested by the Carrier.
5.10 The Carrier shall contact the Client in case of any need for communication regarding the transport of the consignment. Without the prior consent of the Client, the Carrier is not entitled to contact the Client’s customer or the owner of the transported goods directly. In the event of a breach of this obligation, the Client shall be entitled to charge the Carrier a contractual penalty in the amount of EUR 1,000 for each individual breach, which shall be without prejudice to the Client’s right to compensation for any damage incurred.
5.11 In the event of the Carrier's delay with the implementation of the Contract, the Client shall be entitled to withdraw from other Contracts already concluded which have not yet been implemented by the Carrier. The Client shall inform the Carrier immediately in writing about the exercise of this right.
5.12 The Carrier agrees, for a period of 1 year as of the conclusion of the Contract for Carriage, not to offer the carriage services to persons whose identification data it learned during the performance of the carriage. Should this obligation be breached, the Carrier shall pay to the Client a contractual penalty in the amount of EUR 1,000 for each individual case of violation.
PRICE AND PAYMENT TERMS
6.1 The price for the carriage of consignments is a contractual price, and the Parties agree on it in a particular Transport Order or Contract (hereinafter referred to as the “price of carriage”); unless specified otherwise in the purchase order, the prices are agreed exclusive of the applicable statutory rate of value added tax (VAT). Eventual waiting time for loading and unloading, but always no more than 24 hours, is included in the price of carriage. The price of carriage shall only apply in the case of written conclusion of the Contract of Carriage, otherwise the Client and the Carrier have agreed to the same price of carriage in the case of entering into verbal contract or in implied form in the amount of 75% of the price of carriage agreed to for the case of entering into the contract in writing.
6.2 The price of carriage includes any and all of the Carrier's costs associated with the performance of carriage of shipment according to the Contract, including mainly the tolls or fees for entering or passing of the vehicle or other administrative fees and duties. The price of carriage also includes any delay during loading or unloading of the consignment not exceeding 24 hours.
6.3 The Carrier shall charge to the Client the price for the performance of carriage according to the Contract on the basis of a tax document – invoice issued and delivered to the Client within 10 calendar days of the completion of the carriage. Termination of carriage means acceptance of the consignment by the recipient according to the purchase order or the Client’s subsequent instruction. The invoice maturity shall be 60 calendar days as of delivery of invoice, including the complete carriage documentation. If the invoice does not have the common details or the details specified the GCTC or the annexes specified in the GCTC are not attached to it, the Client shall be entitled to return the invoice to the Carrier for completion or correction. In such a case, the Client shall not be in delay with the payment of the price of carriage and the due date of the invoice shall commence on the date of re-acceptance by the Client. The Carrier shall attach the documents certifying the performance of the carriage of the consignment according to the purchase order and CMR consignment note to the invoice (carriage documents), i.e. in particular, a duly completed record of the vehicle operation, consignment note/CMR consignment and the delivery note, otherwise the Client shall not have the obligation to pay the transport costs to the Carrier. In the event of a reservation recorded in the CMR consignment note or in the certificate of completion of the national transport of the goods, the due date of the freight shall be postponed by 30 days; the Client shall inform the Carrier about such due date postponement.
6.4 Should the Carrier deliver the invoice to the Client late or without the content specified inconsistently with Article 6, paragraph 6.3 hereof, the Carrier shall pay to the Client a contractual penalty in the amount of EUR 80. The Client is entitled to set off the contractual penalty with the price of carriage.
6.5 The Client is entitled to unilaterally set off any of the Carrier's receivables from the Client without the Carrier's consent with any and all of the Client's receivables from the Carrier. The Carrier is not entitled to unilaterally set off any of the Carrier's receivables from the Client without the Client's consent. The Carrier is not entitled to assign any of his payables to or receivables from the Client arising from other business relationships between the Client and the Carrier.
SETTLEMENT OF DISPUTES AND FINAL PROVISIONS
7.1 Any disputes arising between the Parties shall be primarily settled by negotiation between the Parties through out-of-court negotiation in order to maintain good business relations. If the Parties do not resolve the dispute amicably, the dispute shall be settled by the Czech courts and according to the laws of the Czech Republic.
7.2 The Client reserves its right to change or amend the GCTC, particularly in the event of a change in the related legal regulations. The new valid and effective wording of GCTC shall be posted by the Client on its website and in the premises of its registered seat. With regard to the Carrier, the current wording of GCTC shall be effective as of the date when the purchase order referring to the new version of the GCTC was delivered to the Carrier or as of the date when the Carrier had a chance to become familiar with the new version of GCTC, whichever occurs earlier.
7.3 If a general contract for carriage or otherwise titled contract of similar importance is concluded between the Client and the Carrier, the Parties shall always refer to these GCTC in the matters not explicitly stipulated in herein or in the purchase order.
7.4 The Carrier hereby grants consent to the Client to process any and all Carrier-related personal data provided in relation to the commercial relationships as the data controller, including the birth certificate numbers of natural persons and telephone numbers, all in accordance with Act No. 101/2000 Coll. Such consent may be revoked at any time in writing by a letter addressed to the Client.
7.5 GCTC shall be posted 24 hours a day on the following website: www.zevun.cz, and be available in a hard copy in the Client’s registered seat.
7.6 These Terms and Conditions shall become valid and effective on 1 January 2018.