Términos y condiciones

1. Definitions
2. The Forwarding Agency Agreement
3. Obligations of the Freight Forwarder
4. Obligations of the Client
5. Customs Duties
6. Payment Conditions
7. Successive Forwarding Agency Agreements
8. The right of pledge and the right of retention
9. Force Majeure
10. Dispute Resolution
11.Miscellaneous

1. Definitions

«General terms and conditions / GTC» – the set of contractual conditions applicable to all beneficiaries of transport services and related services, which complement the provisions of Forwarding Agency Agreements and are an integral part of them,

«Crystal Logistics Services S.R.L.», «CLS» or the » Freight Forwarder» – Crystal Logistics Services S.R.L., having its registered office in Bucharest, 1st District, 25 Argentina St., Ground floor, having unique registration code: 43944517, and order number in the Trade Register: J40/4964/19.03.2021, EUID: ROONRC.J40/4964/2021 phone: 0040.771.542.171, e-mail: office@crystalservices.ro,

«Client» – legal/natural persons beneficiaries of the transport order or related services offered by CLS, regardless of whether they are the sender, the owner, the principal, the final beneficiary of the transported goods. The GTC are applicable to all categories of persons mentioned above, even if the transport order is signed by one/some of them and they have the obligation to be informed on the transport conditions.

“Forwarding Agency Agreement» – the contract by way of which the Client requests from CLS the conclusion, in its own name and on behalf of the Client, of one/several transport orders and/or ancillary services, by Crystal Logistics Services S.R.L., for the Client, under the conditions mentioned in the contract and GTC.

«Transport Order», “Order” – any written request sent by email, fax or electronic data exchange by which a certain transport order is assigned to the CLS, based on a Forwarding Agency Agreement. The transport order concluded in the absence of a Forwarding Agency Agreement has the legal value of a Forwarding Agency Agreement. Once accepted, the order becomes a valid contract of carriage. The order will be considered accepted after the express approval, expressed in writing. Commencement of order execution by CLS in any manner shall be deemed tacit confirmation.

2. The Forwarding Agency Agreement

2.1. The object of the Forwarding Agency Agreement is the conclusion, in its own name and on behalf of the Client, of one/several Transport Orders of goods and/or ancillary services, by Crystal Logistics Services S.R.L., for the Client, under the conditions mentioned in the Forwarding Agency Agreement and GTC.

2.2. The Forwarding Agency Agreement is a contract by which the Freight Forwarder undertakes to conclude, in its own name and on behalf of the Client, one/several transport contracts and/or to carry out ancillary operations.

2.3. Based on the Forwarding Agency Agreement, Transport Orders for each individual transport will be drawn up for the benefit of the Client. In case there are contradictions between the provisions of the Transport Orders and those of the Forwarding Agency Agreement, the clauses of the latter shall apply with priority.

2.4. Within the Order, clauses are provided both regarding the transport itself and the services ancillary to the transport.

2.5. The Forwarding Agency Agreement enters into force on the date of its signature.

2.6. Individual Transport Orders come into force from the date of unreserved acceptance of the offer and expire upon payment of the transport price. If within one hour of receiving the Transport Offer by the Client, the express refusal is not 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 terms of the Forwarding Agency Agreement and GTC.

2.7. Any amendments of the terms of execution of the Forwarding Agency Agreement without the written consent of the Freight Forwarder will not be taken into account. The Client will immediately notify the Freight Forwarder of any changes to the information that are relevant in any way for the correct execution of the shipment of goods. Otherwise, the Client will bear all the consequences of such an omission.

2.8. The Freight Forwarder undertakes to renegotiate the Forwarding Agency Agreement in accordance with the changes requested by the Client in due time. Changes 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 term, it will no longer be possible to reduce the price of the Transport Order.

2.9. Due to the general conditions on the transport market, the loading date and the unloading date are estimated, and these data may change depending on the concrete factual situation encountered during the transport, such as additional conditioning or deviations of the means of transport on certain segments of road, traffic jams, stationary at other loading/delivery points, unfavorable weather conditions, routine checks on the means of transport, etc. and the Client understands that these changes to the loading/unloading data are not the fault of the Freight Forwarder.

2.10. Due to the general conditions on the transport market, in cases where the costs of providing transport increase (for example, due to road taxes, the cost of fuel, inflation on the transport market, etc.), the Freight Forwarder will notify within 15 days before of the execution of the next Transport Order, the updated price, and the Forwarding Agency Agreement continues only after the acceptance of the new price by the Client, otherwise, it terminates automatically.

2.11. During the 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 can request the Freight Forwarder to (i) raise the liability limit of the means of transport insurance up to the value of the goods or (ii) take out a cargo all risks insurance. Both accessory services will be negotiated through an additional act and require the payment of an additional fee.

3. Obligations of the Freight Forwarder

3.1. The Freight Forwarder will perform the necessary diligence for the organization and/or execution of the transport and the performance of ancillary services, according to the Client’s instructions, as agreed, as well as for the protection of the Client’s interests throughout the performance of the activities.

3.2. The Freight Forwarder is obliged to take all necessary measures to protect the interests of the Client throughout the performance of the activities.

3.3. The Freight Forwarder ensures that its subcontractors have a valid CMR insurance policy for the means of transport used. If the CMR insurance of the subcontractor does not produce effects, the Freight Forwarder 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 value of the CMR insurance of the means of transport used.

3.4. In case of unjustified delay in the arrival of the goods at their destination for more than 3 working days, the Freight Forwarder will compensate the Client with penalties in the amount of EUR 100 / working day.

3.5. The Freight Forwarder must be organized and have the necessary means to carry out its mission. The Freight Forwarder undertakes the obligation of prompt transmission of transport offers at the request of the Client with whom it concluded a Forwarding Agency Agreement, whenever necessary.

3.6. Unless otherwise agreed, the Freight Forwarder has the right to freely choose the subcontractors, as well as the forms of transport and the means used. The intermediate persons or subcontractors to which the Freight Forwarder resorts for the execution of its obligations are considered accepted by the Client, if he has not expressed any opposition before the beginning of the execution of the transport.

3.7. The Freight Forwarder has the obligation to pay the invoices within the terms established by contracts with its subcontractors.

3.8. The Freight Forwarder is obliged to advise only on the transport activity and/or the ancillary services, without aspects related to goods in relation with different authorities (import/export licenses, authorizations, dual use, etc.).

3.9. The Freight Forwarder undertakes to verify that its subcontractors anchor the goods in the means of transport in a proper way so that they are not damaged during transport.

3.10. In the case of the transport of bulk goods, the general weight error allowed at unloading is 100 kg. In the event that a quantity difference of more than 100 kg is found upon unloading by the weighing receipt, the Freight Forwarder is obliged to request compensation from the carrier consisting of the price of the quantity of missing goods over the threshold of 100 kg, by reporting the quantity difference to the price of the transported goods in order to compensate the Client.

4. Obligations of the Client

4.1 The Client guarantees to the Freight Forwarder, at the time the goods have been taken over by it, the accuracy of all details related to the general nature of the goods, brands, number, weight, volume and quantity and, if applicable, the dangerous nature of the goods, as provided by him or on his behalf.

4.2 The Client is responsible for the preparation reasoning, the correctness and the appearance of legality of the documents that he makes available to the Freight Forwarder, such as, but not limited to, commercial invoices, specific lists, etc. According to the updates in force of E.G.O. no. 41/2022, if the transported goods fall into one of the high fiscal risk categories (BRFR), the Client has the obligation to provide the UIT codes in a timely manner, to perform all the legal obligations regarding the National RO e-Transport System will be held liable to the Freight Forwarder and/or its subcontractors in case of sanctioning them due to the lack of fulfillment of the reporting obligation.

4.3 The Client is obliged to send precise instructions in writing to the Freight Forwarder and at the latest at the time of order confirmation, all the details regarding the execution of the order: the type, weight, volume, value and packaging of the goods, details regarding the loading/unloading schedule, precise loading/unloading deadlines and other special conditions for transporting the goods. The instructions are subject to the acceptance of the Freight Forwarder. However, they are considered accepted if, after receiving them by the Freight Forwarder, execution has proceeded. The burden of proof regarding the special instructions given to the Freight Forwarder rests with the Client.

4.4 The Client will be liable to the Freight Forwarder and will compensate 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 delivery by the Client or by any person acting on his behalf, to the Freight Forwarder or to any other person to whom the Freight Forwarder may be liable, of goods that have caused damage to property, means of transport and the environment or any other loss.

4.5 The Client must hand over the goods packed, marked, labeled, so that they can withstand the transport and/or accessory operations and can be delivered to the recipient according to the Forwarding Agency Agreement.

4.6 In case of discovering at the destination of losses, damage or any damage caused to the goods, including those caused by the delay of the transports, when it was agreed to carry out the transport in a certain time, the consignee or those who receive the goods have the obligation to proceed to ascertain the damages and to fulfilling the required formalities, including the formulation of legal reservations against the carrier, as well as taking other measures to ensure the preservation of the right to complaints and actions for the recovery of damages, in terms of international transport regulations. If the Client benefits from compensation granted through the global CMR insurance of the Freight Forwarder, he will be obliged to pay the deductibles or other costs requested by the insurance company.

4.7 In case of refusal of the goods by the consignee 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, carried out or committed by the Freight Forwarder until the completion transport, including the additional services of parking the means of transport/storage until the acceptance of the goods by the consignee.

4.8 If the Freight Forwarder undertakes customs operations on the Client’s account, the Client is the one who guarantees the customs commissioner the payment of the customs debt and/or the fines that would be due, determined by the provision of erroneous instructions or documents.

4.9 In the event that the Freight Forwarder, in case of unforeseen circumstances, acts in the interest of the Client to preserve the rights and integrity of these goods, the additional costs and fees will be borne by the Client.

4.10 The Client will inform the Freight Forwarder about a possible assignment of rights and obligations resulting from the shipment contract to a third party.

4.11 If the Client cancels the order or withdraws from the Forwarding Agency Agreement before the execution of the transport begins, he will compensate the Freight Forwarder with 30% of the value of the shipment, representing the organization costs, to which are added the costs that the Freight Forwarder has engaged for carrying out loading, unloading and transport (equipment rental, customs formalities, authorizations, parking, displacement, etc.). The Client loses the right to cancel the order from the moment the means of transport arrives at the loading place.

4.12. The free term at the place of loading / unloading is 3 hours. If the parking of the truck/means of transport at the place of loading/unloading will exceed this term, the Client will bear penalties for parking in the amount of 50 EUR/hour of parking until the 8 hours of delay are met. After the expiration of the 8 hours, parking will be penalized with 350 EUR/day of additional parking. Parking penalties may exceed the price of the Forwarding Agency Agreement.

4.13. In the case of the transport of bulk goods, the general weight error allowed at unloading is 100 kg. If a difference in quantity greater than 100 kg is found upon unloading by the weighing slip, the Freight Forwarder 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 Client.

5. Customs Duties

5.1 The Freight Forwarder can provide in the Order and customs broker operations, if it has the legal authorizations, or it can hire a customs broker. For this activity, the Freight Forwarder must comply with all the requirements of the applicable customs legislation, agree in writing with the Client the necessary guarantees and the presentation of the documents provided by law.

5.2 For this activity, the Client owes the rates agreed between the parties, in addition to the fees stipulated in point 4.8.

6. Payment Conditions

6.1 Payment of transport and other services is made by the Client based on the invoice issued by the Freight Forwarder. The deadline for payment of the invoiced amounts is the one provided for each separate 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 was agreed that the payment should be made on the unloading date, the goods will not be unloaded from the means of transport until the payment. Failure to pay the price of the Order on time and the parking of the means of transport at the place of unloading / storage of the goods generates additional costs for the Client according to art. 8.3. below.

6.3. The Client is in contractual relations exclusively with the Freight Forwarder, not with its subcontractors (such as carriers), so the price of the Forwarding Agency Agreement will be considered paid only if it is paid to the Freight Forwarder’s account. 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 Freight Forwarder. If the Client proceeds to pay the price of the subcontractor book contract in cash without the consent of the Freight Forwarder without requesting a receipt at the time of payment, the payment will not be taken into account and will not be objectionable to the Freight Forwarder.

6.4. Non-payment on time of the consideration for the service provided by the Freight Forwarder entails late penalties of 1% of the Forwarding Agency Agreement price 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 debt due.

6.5. If the negotiated price was in EUR, the invoice will be issued in both EUR and RON, at the BNR exchange rate of the respective day.

7. Successive Forwarding Agency Agreements

7.1. The Forwarding Agency Agreement has the effects of a framework contract in relation to each individual Transport Orders, which are completed following the provisions of the Forwarding Agency Agreement and GTC.

7.2. During the Forwarding Agency Agreement, the Freight Forwarder undertakes to honor each individual Transport Order sent by the Client in a timely manner and to respect the price stipulated in the Forwarding Agency Agreement or, if the price is left to free bidding, to offer prices as more competitive for its Client. For this service, the Client cannot request offers or conclude transport orders with other suppliers regarding the transports that are the subject of the Forwarding Agency Agreement, except for the case in which the Freight Forwarder fails, for exceptional reasons, to honor that Order.

7.3. In case the Client had to conclude a single Transport Order that is the subject of the Forwarding Agency Agreement with another provider of similar services due to the fault of the Freight Forwarder according to art. 7.2. above, the latter undertakes to compensate the Client with the price difference actually paid by the Client to the third party supplier and the price that the Freight Forwarder would have offered according to the Forwarding Agency Agreement, within the limit of EUR 500,00.

7.4. The Forwarding Agency Agreement can be unilaterally terminated by sending a written notification to this effect, by any of the Parties. The Forwarding Agency Agreement can be terminated for non-execution/improper execution 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, with the exception of the case where, within this term, the party at fault performs/repair the services. The denunciation/termination for any reason of the Forwarding Agency Agreement has no effect on the Orders already executed or in the process of execution, and they will be fulfilled according to the Forwarding Agency Agreement.

7.5. The parties have a mutual obligation of fidelity regarding the execution of the Forwarding Agency Agreement, and they cannot perform acts/deeds that prejudice its proper execution. The Client cannot initiate negotiations/conclude transport contracts directly with CLS subcontractors, under the penalty of legal termination of the Forwarding Agency Agreement and the payment of a damage conventionally established in the amount of EUR 25,000,00, representing the unrealized benefit of CLS from all the intermediations that would have been achieved according to the Forwarding Agency Agreement.

8. The right of pledge and the right of retention

8.1 The Freight Forwarder has a legal right of lien on the goods and any related documents, for any amount owed at any time to the Freight Forwarder or its subcontractors (which it represents in relation to the Client).

8.2 The right of retention ceases if the interested party records at the disposal of the Freight Forwarder the price of the transport and the counter value of all additional costs/penalties due according to art. 8.3. or offers the retainer a sufficient guarantee. All costs arising in connection with the exercise of the right of retention/pledge, including, but not limited to: costs of storage, handling, redirection of the vehicle, stationary time, will be borne by the Client, and the amount of compensation for the costs incurred shall be paid before unloading the goods and presenting them to the recipient.

8.3. The right of retention until the payment of the above costs is exercised after the expiry of the free unloading time or in case of express refusal / lack of an answer regarding the payment of the Forwarding Agency Agreement price, depending on the most feasible option, by (i) parking the means of transport at the place of loading/unloading, the Client owing 500 EUR/day of parking or (ii) storing the goods in a warehouse chosen by the Freight Forwarder, the Client owing 90 EUR+VAT/ton/day of storage, including the costs of storage and handling of the goods or (iii) by any other means in any reasonable manner, including the sale or destruction of the goods.

8.4. CLS may at any time exercise its right of lien on the goods and accompanying documents as security for the payment of any other sum due in accordance with the order, including the costs of its recovery. This right of retention/pledge can be exercised not only for the absence of payment in relation to the service in question, but it can also be extended to any existing obligations, at any time, including within other contracts. If several successive forwarding agency/transport contracts are concluded between the parties, they are considered as services forming part of a framework forwarding agency/transport contract with that specific Client, following the terms and conditions of the first forwarding agency/transport contract and negotiations of parties by correspondence. CLS may invoke the rights in this section regarding any transport that is part of the forwarding agency/transport contracts concluded with this Client, until full payment of all transport services provided.

8.5. In the above scenario, CLS will not be responsible for delays in the delivery of the goods or for any additional costs incurred by the recipient, which the latter has claimed or will be able to claim from the Beneficiary or for any other damage suffered.

9. Force Majeure

9.1 The contracting parties will not be responsible for the non-execution on time and/or improperly, in whole or in part, of any of the obligations incumbent upon them, if the non-execution of the respective obligation was caused by an unforeseeable event at the time of the conclusion of the Order and the consequences of which are irremovable by the party who invokes it.

9.2 The party invoking force majeure is obliged to inform the other party, immediately and completely, of its occurrence and to take all the measures at its disposal in order to limit the consequences of the said event.

9.3 Cases of force majeure exempt the Freight Forwarder, during their duration, from the obligations that are affected by these circumstances. In these cases, the Freight Forwarder or the Client have the right to terminate the Forwarding Agency Agreement, even if it has been partially completed. If the Freight Forwarder or the Client requests the termination of the contract, the Freight Forwarder is entitled to the payment of all costs incurred by it for the execution of the Forwarding Agency Agreement until the date of its termination.

9.4 The party that invoked force majeure must prove it within a maximum of 5 days from the date of its termination.

10. Dispute Resolution

10.1. Any dispute with Crystal Logistics Services S.R.L. arising from the Forwarding Agency Agreement and which cannot be resolved amicably, will also be resolved by the competent court of law in the jurisdiction of the Municipality of Bucharest, from the main office of CLS.

10.2. This clause is an alternative clause for establishing jurisdiction. If CLS files any court claim in relation to a Forwarding Agency Agreement/ Transport Order within the jurisdiction of the Client, it is understood that CLS waived its right to file such court claim before the competent courts of law from the Municipality of Bucharest.

11. Miscellaneous

11.1 The Client cannot directly/indirectly contact the subcontractors of the Freight Forwarder without the latter’s consent. If the Client uses the know-how and logistics of the Freight Forwarder to carry out the transport with the subcontractor of the Freight Forwarder designated for this purpose, the Client will still be required to pay the price of the Forwarding Agency Agreement to the Freight Forwarder, as compensation. The Freight Forwarder cannot be held responsible for transport services concluded under such conditions.