General Terms and Conditions /TCG/ regulating relations with
beneficiaries of transport services offered by CLS
1. Definitions
“General Terms and Conditions /TCG” – the set of contractual conditions applicable to all beneficiaries of transport services and related services, which complement the provisions of the forwarding contracts and represent an integrated part thereof,
" Crystal Logistics Services SRL ", " CLS " or " The Forwarding Company ":
Crystal Logistics Services SRL, having its registered office in Bucharest, Sector 1, Strada Argentina, no. 25, Ground floor, having unique registration code: 43944517, and serial number in the Trade Register: J40/4964/19.03.2021, EUID: ROONRC.J40/4964/2021 telephone: 0040.757.333.184, e-mail: acc@crystal-logistics-services.com,
Crystal Logistics Services GmbH, having its registered office at Bahnhofstrasse, No. 21, Zug, Switzerland, registration number CHE-217.611.963, telephone: 0040.757.333.184, e-mail: acc@crystal-logistics-services.com.
"Customer" - the legal/natural persons who are the beneficiaries of the transportation order or related services offered by CLS, whether they are the consignor, the owner, the principal, the final beneficiary of the goods transported. The present GTC are applicable to all the categories of persons mentioned above, even if the transport order is signed by one/one of them and they are obliged to inform themselves about the transportation of the goods.
" Forwarding Contract " is the contract by which the Client requests from CLS the conclusion, in its own name and on behalf of the Client, of one or more transport orders and/or accessory services, by Crystal Logistics Services, for the Client, under the conditions mentioned in the contract and the TCG.
"Transportation Order" or "Order" means any written request transmitted by email, fax or electronic data interchange by which a specific transportation order is assigned to CLS on the basis of a Forwarding Contract. The transport order concluded in the absence of a Forwarding Contract has the legal value of a Forwarding Contract. The order shall be deemed accepted upon express approval in writing. The commencement of the execution of the order by CLS in any manner whatsoever shall be deemed to be tacit confirmation.
2. Shipping contract
2.1. The object of the forwarding contract is the conclusion, in its own name and on behalf of the Client, of one or more Orders for the transport of goods and/or ancillary services, by Crystal Logistics Services, for the Client, under the conditions mentioned in the Forwarding Contract and the TCG.
2.2. The forwarding contract is a contract by which the Forwarding Company undertakes to conclude, in its own name and on behalf of the Client, one or more transport contracts and/or to perform ancillary operations.
2.3. Based on the Shipping Contract, Transport Orders will be drawn up for the benefit of the Client for each individual shipment. In case of contradictions between the provisions of the Transport Orders and those of the Shipping Contract, the clauses of the latter shall apply with priority.
2.4. The forwarding contract provides clauses regarding both the transport itself and the services ancillary to the transport.
2.5. The forwarding contract enters into force on the date of its signing.
2.6. Individual transport orders enter into force from the date of unreserved acceptance of the offer and expire upon payment of the transport value. If, within one hour of the Client's receipt of the transport offer, no express refusal is announced in writing regarding the execution of the order, the transport order is considered validly concluded from the date of transmission of the offer, under the conditions of the Shipping Contract and the TCG.
2.7. Any change in the terms of execution of the order without the written consent of the Forwarding Company will not be taken into account. The Client shall immediately notify the Forwarding Company of any change in information that is relevant in any way for the correct execution of the shipment of goods. Otherwise, the Client shall bear all the consequences of such omission.
2.8. The Forwarding Company undertakes to renegotiate the forwarding contract in accordance with the changes requested by the Client in a timely manner. Modifications to individual orders can only be requested no later than 48 hours before the loading date (e.g. regarding costs/delivery time, etc.). After this period, it will no longer be possible to reduce the price of the transport order.
2.9. Due to general conditions on the transport market, the loading date and the unloading date are of an estimated nature, and these dates may change depending on the specific factual situation encountered during the transport, such as additional conditions or deviations of the means of transport on certain road segments, traffic jams, stops at other loading/delivery points, unfavorable weather conditions, routine checks on the means of transport, etc. and the Client understands that these changes in the loading/unloading dates are not the fault of the Forwarding Company.
2.10. Due to general conditions on the transport market, in cases where the costs of providing transport increase (for example, due to road tolls, fuel costs, inflation on the transport market, etc.), the Forwarding Company will notify the updated price within 15 days before the execution of the next transport order, and the forwarding contract continues only after the acceptance of the new price by the Client, otherwise it terminates by law.
2.8. During transport, the value of the goods is insured according to the insurance of the means of transport used. If the total value of the goods exceeds the insured value of the means of transport, the Client may request the Forwarding Company (i) to raise the liability limit of the means of transport insurance up to the value of the goods or (ii) to conclude an all-risk cargo insurance. Both accessory services will be negotiated by addendum and require the payment of an additional fee.
3. Obligations of the Forwarding Company
3.1. The Forwarding Company will take the necessary steps to organize and/or execute the transport and perform the accessory services, according to the Client's instructions.
3.2 The Forwarding Company is obliged to take all necessary measures to protect the interests of the Client throughout the provision of activities.
3.3. The Forwarding Company ensures that its subcontractors have a valid CMR insurance policy for the means of transport used. In the event that the subcontractor's CMR insurance is ineffective, the Forwarding Company benefits from a global CMR insurance policy, with a maximum insurance in case of damage of EUR 2.5 million, within the limit of the CMR insurance value of the means of transport used.
3.4. In the event of an unjustified delay in the arrival of the goods at the destination for more than 3 working days, the Forwarding Company will compensate the Customer with penalties in the amount of EUR 100 / working day.
3.5. The Forwarding Company must be organized and have the necessary means to carry out its mission. The Forwarding Company undertakes the obligation to promptly transmit transport offers at the request of the Client with whom it has concluded a Forwarding Contract, whenever necessary.
3.6. Unless otherwise agreed, the Forwarding Company has the right to freely choose the subcontractors, as well as the modes of transport and the means used. The intermediary persons or subcontractors to which the Forwarding Company resorts for the execution of its obligations are considered accepted by the Client, if the latter has not expressed any opposition before the commencement of the execution of the transport.
3.7. The Forwarding Company is obliged to pay invoices within the terms established by contracts with its subcontractors.
3.8. The Forwarding Company is obliged to advise only on the transport activity and/or ancillary services, without aspects related to the goods in relation to various authorities (import/export licenses, authorizations, dual use, etc.).
3.9. The Forwarding Company undertakes to verify that its subcontractors anchor the goods in the means of transport in an appropriate manner so that they are not damaged during transport.
3.10. In the case of bulk cargo transport, the general weighing error allowed upon unloading is 100 kg. If a difference in quantity greater than 100 kg is found upon unloading through the weighing slip, the Forwarding Company is obliged to request compensation from the carrier consisting of: the price of the missing quantity of goods above the threshold of 100 kg, by reporting the difference in quantity to the price of the transported goods in order to compensate the Customer.
4. Customer Obligations
4.1 The Client guarantees to the Forwarding Company, at the time the goods have been taken over by it, the accuracy of all details relating to the general nature of the goods, the brands, number, weight, volume and quantity and, if applicable, the dangerous nature of the goods, as provided by it or on its behalf.
4.2 The Client is responsible for the preparation, correctness and apparent legality of the documents it makes available to the Forwarding Company, such as, but not limited to, commercial invoices, specific lists, etc. According to the current updates of GEO no. 41/2022, if the transported goods fall into one of the high tax risk categories (BRFR), the Client is obliged to provide the ITU codes in a timely manner, to perform all legal obligations regarding the National RO e-Transport System and will be held liable to the Forwarding Company and/or its subcontractors in the event of their sanctioning due to failure to fulfill the reporting obligation.
4.3 The Client is obliged to send in writing to the Forwarding Company and at the latest at the time of order confirmation, all details regarding the execution of the order: type, weight, volume, value and packaging of the goods, details regarding the loading/unloading schedule, precise loading/unloading deadlines and other special conditions for the transport of the goods. The instructions are subject to the acceptance of the Forwarding Company. However, they are considered accepted if, after their receipt by the Forwarding Company, they have been executed. The burden of proof regarding the special instructions given to the Forwarding Company lies with the Client.
4.4 The Client shall be liable to the Forwarding Company and shall indemnify it for all costs, expenses and official fees related to all damages, as a result of incorrect, incomplete or late information or instructions provided by the Client, or the delivery by the Client or any person acting on its behalf, to the Forwarding Company or to any other person to whom the Forwarding Company may be liable, of goods that have caused damage to property, means of transport and the environment or any other loss.
4.5 The customer must deliver the goods packaged, marked, labeled, so that they can withstand transport and/or accessory operations and can be delivered to the recipient according to the shipping contract.
4.6 In the event of loss, damage or any damage to the goods, including those caused by transport delays, being found at the destination, when it was agreed to carry out the transport within a certain period, the recipient or those receiving the goods are obliged to proceed to the damage assessment and to the fulfillment of the required formalities, including the formulation of legal reservations towards the carrier, as well as to take other measures to ensure the preservation of the right to complaints and actions in order to recover the damages, in terms of international transport regulations. In the event that the Client benefits from compensation granted through the global CMR insurance of the Forwarding Company, he will be obliged to pay the franchises or other costs requested by the insurance company.
4.7 In case of refusal of the goods by the recipient or in case of his absence, regardless of the reason, the Client is obliged to bear the price of the transport, of the accessory services, as well as of the additional expenses, incurred or incurred by the Forwarding Company until the completion of the transport, including the additional services of parking the means of transport/storage until the acceptance of the goods by the recipient.
4.8 If the Forwarding Company undertakes customs operations on behalf of the Client, the Client is the one who guarantees the customs broker the payment of the customs debt and/or fines that may be due, determined by the provision of erroneous instructions or documents.
4.9 In the event that the Forwarding Company, in the event of unforeseen circumstances, acts in the interest of the Client to preserve the rights and integrity of his goods, the additional costs and fees will be borne by the Client.
4.10 The Client will inform the Forwarding Company regarding any possible assignment of rights and obligations resulting from the forwarding contract to a third party.
4.11 If the Customer cancels the order or withdraws from the shipping contract/order before the start of the transport, he will compensate the Forwarding House with 30% of the value of the transport, representing the organization costs, to which are added the costs that the Forwarding House has incurred for the loading, unloading and transport (equipment rental, customs formalities, authorizations, parking, relocation, etc.). The Customer loses the right to cancel the order from the moment the means of transport arrives at the loading location.
4.12. The free period at the loading/unloading location is 4 hours for means of transport between 3.5 and 40 tons, and 2 hours for oversized trailers/container chassis. If the parking of the truck/means of transport at the loading/unloading location exceeds this period, the Customer will incur parking penalties in the amount of (i) 50 EUR/hour of additional parking for means of transport between 3.5 and 40 tons or (ii) 100 EUR/hour of additional parking for oversized trailers/container chassis until the end of the loading/unloading program. If loading/unloading is carried out the following day, the penalties are (i) EUR 350/day of additional parking for means of transport between 3.5 and 40 tons or (ii) EUR 750/day of additional parking for oversized trailer/container chassis. The customer is liable for any additional costs/penalties issued by the subcontractor of the forwarding company caused by the delay. Parking penalties may exceed the price of this contract.
5. Customs clearance
5.1 The Forwarding Company may also provide for customs brokerage operations in the forwarding contract, if it possesses the legal authorizations, or may employ a customs brokerage. For this activity, the Forwarding Company must comply with all the requirements of the applicable customs legislation, agree in writing with the Client on the necessary guarantees and the presentation of the documents provided for by law.
5.2 For this activity, the Client owes the fees agreed between the parties, in addition to the fees provided for in point 4.8.
6. Payment terms
6.1 Payment for transport and other services is made by the Client based on the invoice issued by the Forwarding Company. The term for payment of the invoiced amounts is that provided for each individual transport order (before loading/before unloading the goods from the means of transport/on the date of transmission of the transport documents/within a fixed period of days from the date of transport), but cannot exceed the maximum term of 30 calendar days.
6.2 If it has been agreed that payment will be made on the date of unloading, the goods will not be unloaded from the means of transport until the moment of payment. Failure to pay the price of the shipping contract on time and the parking of the means of transport at the place of unloading / storage of the goods generates additional costs for the Customer according to art. 8.3. below.
6.3. The Client is in contractual relations exclusively with the Forwarding Company, not with its subcontractors (such as carriers), so the price of the forwarding contract will be considered paid only if it is paid into the account of the Forwarding Company. In exceptional cases where payment of the contract price is only possible in cash, the Client will pay the contract value to the carrier exclusively with the written consent of the Forwarding Company. If the Client proceeds to pay the contract price in cash to the subcontractors without the consent of the Forwarding Company or without requesting a receipt upon payment, the payment will not be taken into account and will not be enforceable against the Forwarding Company.
6.4 Failure to pay the value of the service provided by the Forwarding Company on time will result in late payment penalties of 1% of the price of the forwarding contract for each day of delay, penalties calculated from the date the invoice is due until the date of full payment. Late payment penalties may exceed the amount of the principal amount due.
6.5. If the negotiated price was in EUR, the invoice will be issued in both EUR and RON, at the NBR exchange rate on the day of issuance.
7. Successive forwarding contracts – Collaboration of the Parties
7.1. The shipping contract has the effects of a framework contract in relation to each individual transport order, which is supplemented by the provisions of the shipping contract and the TCG.
7.2. During the duration of the forwarding contract, the Forwarding Company undertakes to honor each individual transport order submitted by the Client in a timely manner and to comply with the price stipulated in the Forwarding Contract or, if the price is left to free bidding, to offer the most competitive prices for its Client. For this service, the Client may not request offers or conclude transport orders with other suppliers regarding the transports that are the subject of this contract, unless the Forwarding Company fails, for exceptional reasons, to honor that order.
7.3. In case the Client was forced to conclude a single transport order that is the subject of the contract with another provider of similar services due to the fault of the Forwarding Company according to art. 7.2. above, the latter undertakes to compensate the Client with the difference in price actually paid by the Client to the third party supplier and the price that the Forwarding Company would have offered according to the Forwarding Contract, within the limit of 500.00 Euro.
7.4. The shipping contract may be terminated unilaterally by sending a written notification to this effect, by either Party. The shipping contract may be terminated for non-performance/improper performance by sending a written notification to this effect, by the entitled party, the contract terminating within 30 calendar days from the sending of the notification, unless, within this period, the party at fault performs/repairs the services. The termination/termination/cessation for any reason of the contract has no effect on orders already executed or in progress, and these will be fulfilled according to the contract.
7.5. The parties have a mutual obligation of fidelity regarding the execution of the forwarding contract, and they may not perform acts/facts that may prejudice its proper execution. The client may not initiate negotiations/conclude direct transport contracts with CLS subcontractors, under penalty of the legal termination of the forwarding contract and the payment of damages conventionally established at the amount of 25,000 Euros and representing the unrealized benefit of CLS from all the intermediations that could have been carried out according to this contract.
8. Right of pledge and right of retention
8.1 The Forwarding Company holds a legal right of pledge and retention over the goods and any documents related to them, for any amount of money owed at any time to the Forwarding Company or its subcontractors (which it represents in relation to the Client) resulting from transport services provided.
8.2 The right of retention shall cease if the interested party records at the disposal of the Forwarding Company the price of the transport and the equivalent of all additional costs/penalties due according to art. 8.3. or offers the holder a sufficient guarantee. All costs incurred in connection with the exercise of the right of retention/pledge, including but not limited to: storage costs, handling, vehicle redirection, parking time, will be borne by the Customer, and the amount of compensation for the costs incurred is to be paid before the goods are unloaded and presented to the recipient.
8.3. The right of retention until the payment of the above costs is exercised after the free unloading time has expired or in the event of express refusal / lack of a response regarding the payment of the price of the forwarding contract, depending on the most feasible option, by (i) parking the means of transport at the loading/unloading location, the Client owing EUR 500/day of parking or (ii) storing the goods in a warehouse chosen by the Forwarding Company, the Client owing EUR 90+VAT/ton/day of storage, including the costs of storing and handling the goods or (iii) by any other reasonable means, including the sale or destruction of the goods.
8.4. CLS may, at any time, exercise its right to retain/pledge some of the goods and accompanying documents as security for the payment of any other amount due under the order, including the costs of recovering it. This right to retain/pledge may be exercised not only for the absence of payment in relation to the service in question, but may also be extended to any existing obligations at any time, including under other contracts. If several successive forwarding/transport contracts are concluded between the parties, they shall be considered as being part of a framework forwarding/transport contract with that specific Customer, in compliance with the contractual conditions agreed in the first forwarding/transport contract and supplemented by those negotiated by the parties by correspondence. CLS may invoke the rights in this section with respect to any transport that is part of the forwarding/transport contracts concluded with this Customer, until full payment for all transport services provided.
8.5. In the above case, CLS shall not be liable for delays in the delivery of the goods or for any additional costs incurred by the recipient, which the latter has claimed or may claim from the Beneficiary or for any other damage suffered by the latter.
9. Force Majeure
9.1 The contracting parties shall not be liable for the failure to perform on time and/or improperly, in whole or in part, any of their obligations, if the failure to perform the respective obligation was caused by an unforeseeable event at the date of conclusion of the forwarding contract and the consequences of which cannot be eliminated by the party invoking it.
9.2 The party invoking force majeure is obliged to immediately and completely notify the other party of its occurrence and to take all measures at its disposal in order to limit the consequences of the respective event.
9.3 Cases of force majeure shall exempt the Forwarding Company, for their duration, from the obligations affected by these circumstances. In such cases, the Forwarding Company or the Client shall have the right to terminate the forwarding contract, even if it has been partially performed. If the Forwarding Company or the Client requests termination of the contract, the Forwarding Company shall be entitled to pay all costs incurred by it for the execution of the contract up to the date of termination.
9.4 The party that invoked force majeure must provide proof of it within a maximum of 5 days from the date of its cessation.
10. Litigation
10.1. Any dispute with Crystal Logistics Services arising from the shipping contract and which cannot be resolved amicably will be resolved by the competent court of law at the CLS headquarters.
10.2. This clause is an alternative clause for establishing jurisdiction. In the event that CLS files any claim in court in connection with a Forwarding Contract/Transport Order in the jurisdiction of the Client, it is understood that CLS has waived the right to file such claim before the competent courts related to the CLS headquarters.
11. Final clauses
11.1 The Client may not directly/indirectly contact the subcontractors of the Forwarding Company without the latter's consent. In case the Client uses the know-how and logistics of the Forwarding Company to carry out the transport with the subcontractor of the Forwarding Company designated for this purpose, the Client will still be liable to pay the price of the forwarding contract to the Forwarding Company, as compensation. The Forwarding Company will not be held liable for the transport services concluded under such conditions.