Transport terms and conditions

General Terms and Conditions

 

In accordance with Section 1751 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended, the companies listed below (points 1.1, 1.2, 1.3, 1.4) issue these

General Terms and Conditions for Carriers (hereinafter "GTC").

 

• 1. CONTRACTING PARTIES
• 1.1 ZDEMAR Ústí nad Labem s.r.o., Company ID: 25025589, is a company with its registered office at Smetanova 683, Chabařovice, CZ-403 17, registered in the Commercial Register maintained by the Regional Court in Ústí nad Labem, Section C, Insert 12854 (hereinafter "Client").
• 1.2 ZDEMAR TRANSPORT a.s., Company ID: 22797785, is a company with its registered office at Smetanova 683, Chabařovice, CZ-403 17, registered in the Commercial Register maintained by the Regional Court in Ústí nad Labem, Section B, Insert 2277 (hereinafter "Client").
• 1.3 ZDEMAR CZECH s.r.o., Company ID: 07247176, is a company with its registered office at Smetanova 683, Chabařovice, CZ-403 17, registered in the Commercial Register maintained by the Regional Court in Ústí nad Labem, Section C, Insert 41901 (hereinafter "Client").

 

• 1.5 The Carrier is a natural or legal person who provides the Client with Services under an Order Agreement pursuant to these GTC (hereinafter "Carrier").

 

• 2. SUBJECT MATTER OF THE GTC
• 2.1 The subject matter of these GTC is the negotiation and regulation of the basic conditions governing the transport of goods and activities related to transport, as well as the rights and obligations of the Client and the Carrier arising from these contractual relationships.

 

• 3. SCOPE OF VALIDITY OF THE GTC
• 3.1 These GTC form part of every Contract concluded between the Client and the Carrier. Other rights and obligations of the contracting parties not specified in these GTC, the Order, the Contract or the framework transport agreement shall be governed by the applicable law of the Czech Republic, in particular the provisions of Act No. 89/2012 Coll., the Civil Code, as amended, the Convention on the Contract for the International Carriage of Goods by Road (hereinafter "CMR Convention"), the European Agreement concerning the International Carriage of Dangerous Goods by Road (hereinafter "ADR Agreement") and the European Agreement concerning the Work of Crews of Vehicles Engaged in International Road Transport (hereinafter "AETR Agreement"), as well as other generally binding legal regulations applicable to international and domestic road transport.

 

• 4. DEFINITION OF TERMS
• 4.1 An Order is a binding proposal to conclude a Contract sent by the Client to the Carrier on the Client's standard form via electronic mail (email), fax, post, or delivered to the carrier in person. All listed methods of communication shall be considered equivalent.
• 4.2 The Contract is a contract of carriage between the Client and the Carrier, under which the Carrier undertakes to transport a consignment from a specified place (place of dispatch) to another specified place (place of destination), and the Client undertakes to pay the freight charge (transport price). The Contract is concluded at the moment of delivery to the Client of the Order confirmed/accepted by the Carrier, including proof of the Carrier's contractual liability insurance. By sending the confirmed Order to the Client, the Carrier confirms that they have read and agreed to these GTC, and that the contractual relationship between the Carrier and the Client is governed by these GTC. These GTC form an integral part of every Contract. If the Carrier fails to provide cargo insurance including theft cover valid throughout the entire period of transport, the Client may refuse to pay for the transport. If the Carrier carries out transport under the Contract without valid carrier liability insurance for the entire duration of the Contract in the amount of at least CZK 5,000,000, the Client shall be entitled to a contractual penalty of CZK 1,000,000. The agreement on a contractual penalty shall not affect the right to compensation for damages.
• 4.3 The Service means the arrangement of transport of a consignment from the place of dispatch to the place of destination under the Contract pursuant to these GTC. The Service may also include, under the Contract, the arrangement of customs clearance and/or storage of the consignment by the Carrier.

 

• 5. RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES
• 5.1 If the Carrier does not confirm the Order within one hour of receipt, the Order shall lapse, unless the Carrier and the Client agree otherwise. When confirming the Order, the Carrier shall indicate the registration plate(s) of the vehicle(s) with which the Order will be carried out. If the Carrier submits a written proposal to amend or supplement the Order, this shall constitute a new proposal for a Contract. If the Client accepts the new Contract proposal, they shall confirm it to the Carrier. The Carrier may confirm the received order in the following ways:

a, by email to info@zdemar.cz or to the specific email address of a Client employee (employee@zdemar.cz),

b, in writing by sending the Order by fax to the Client,

c, by personal delivery at the carrier's registered office or branch.

During transport, the Carrier is obliged to follow the Client's instructions and must protect the Client's interests and those of the owner of the transported goods, and carry out the transport professionally, i.e. properly and on time in accordance with the Order. The Client is entitled, during transport, to dispose of the consignment, and in particular may request immediate suspension of transport, a change of the place of unloading or delivery of the consignment to a recipient other than stated in the Order. The Carrier is obliged to immediately notify the Client of all circumstances that may affect proper fulfilment of the Carrier's obligation to carry out transport and that arise during its execution (traffic restrictions, weather changes, waiting times, etc.). The Carrier is obliged to carry out their activities with professional care and ensure that the Client's interests are satisfied with quality, efficiency and diligence. As part of these activities, the Carrier shall, inter alia:

a) properly care for the Consignment entrusted to them, as well as things obtained on behalf of the Client;

b) alert the Client to the apparent incorrectness of their instructions or any conflict with legal regulations;

c) alert the Client to the existence of statutory and/or official obstacles to transport (e.g. import/export restrictions, embargoes, etc.);

d) be obliged to promptly notify the Client of all public law obligations associated with the transport of the Consignment, if these obligations are not demonstrably known to the Client;

• 5.2 The Carrier is responsible for the proper loading of goods and securing the consignment against damage during transport. The Carrier is responsible for the consignment and must compensate in full for any damage to it. Upon taking over the consignment for transport, the Carrier is obliged to verify throughout the entire duration of transport the accuracy of the data in the consignment/delivery note, in particular the quantity and type of goods being transported.
• 5.3 The Carrier is obliged to carry out transport with technically suitable and fully roadworthy vehicles and must ensure that employees responsible for the transport have adequate professional qualifications. For loading, 12 straps, full dunnage, a clean loading surface, corner protectors and anti-slip mats are required. The Carrier is obliged to be present during loading and unloading, to check the number of pieces and marking of the consignment, the apparent condition and the method of stowing on the vehicle. If the Carrier is unable to do so, they shall make a written reservation in the CMR bill of lading, not only numerically, but in words. The Carrier shall act likewise in the case of improper stowing, first alerting the sender and, if the sender does not reload the consignment, notifying the Client and making a written reservation in the CMR bill of lading. The Carrier is obliged to have the necessary securing materials available at loading point, or to procure such materials there, so that the consignment is secured in compliance with safety regulations. If the Carrier fails to meet the loading or unloading deadline in domestic freight transport set for a specific hour, the Carrier is obliged to pay the Client a contractual penalty of €40 for each commenced hour; for a deadline specified only by day, the contractual penalty is €200 for each commenced calendar day. The agreement on a contractual penalty does not affect the right to compensation for damages. If the Carrier fails to meet the loading deadline in international freight transport set for a specific hour, the Carrier is obliged to pay the Client a contractual penalty of €40 for each commenced hour; for a deadline specified only by day, the contractual penalty is €200 for each commenced calendar day. The agreement on a contractual penalty does not affect the right to compensation for damages. If the Carrier fails to meet the unloading deadline in international freight transport, whether specified by hour or day, the Carrier shall be liable for damages in accordance with the CMR Convention.
• 5.4 The Carrier is obliged to comply with all applicable legal regulations relating to the transport carried out and to ensure that their employees are familiar with the content of the Contract.
• 5.5 Unless expressly agreed between the parties, or unless the Client gives prior written consent, the Carrier is not entitled to entrust the consignment to third parties (sub-carriers). Without prior written consent of the Client, the Carrier is not entitled to transship the cargo or change the vehicle registration plate during transport. In the event of a breach of this provision, the Carrier undertakes to pay the Client a contractual penalty of €10,000; the right to compensation for damages is not affected.
• 5.6 The Carrier is obliged to properly record all data relating to the transport carried out in the vehicle's operating record, in particular the time of loading and unloading, vehicle identification, driver's name and consignment identification including the recipient's signature. The Carrier is also obliged to properly complete all mandatory data in the consignment note/CMR bill of lading and delivery note.
• 5.7 The Carrier undertakes to enable and ensure the loading and freight clearance of road freight vehicles no later than 2 hours after the vehicle arrives at the loading point, unless otherwise agreed in the Order. The Carrier is also obliged to ensure that loading and unloading proceeds properly and, where equipment is required, to provide such equipment.
• 5.8 The Carrier is obliged to protect the Client's trade secrets, which include all information communicated by the Client to the Carrier in connection with the performance of transports, in particular information about completed transports, price agreements or the Client's customers. Information provided by the Client may only be disclosed by the Carrier to third parties if strictly necessary for the fulfilment of the purpose of the Contract. The Carrier also undertakes to refrain from any competitive conduct towards the Client using information obtained in business relations with the Client. In the event of unauthorised direct contact of the Client's customer by the Carrier, the Client is entitled to charge the Carrier a contractual penalty of €1,000 for each individual case; the Client's right to compensation for damages is not affected.
• 5.9 The Carrier is obliged to promptly report to the Client if, during transport, damage to the consignment has occurred or is threatened, and the Client undertakes to provide the Carrier with timely instructions to minimise such damage. In the event of damage arising from circumstances for which the Carrier will not be exempt from liability, the Carrier undertakes to promptly assert the appropriate claim for damages with their insurer. The Client is obliged to provide all possible cooperation for this purpose, in particular to promptly provide the documents required by the Carrier to prove the extent of the damage incurred.
• 5.10 The Carrier is obliged, whenever communication regarding the transport of the consignment is required, to contact the Client. The Carrier is not entitled to directly contact the Client's customer or the owner of the transported goods without prior consent of the Client. In the event of a breach of this obligation, the Client is entitled to charge the Carrier a contractual penalty of €1,000 for each individual breach; the Client's right to compensation for damages is not affected.
• 5.11 The Client is entitled, in the event of the Carrier's default in performance of the Contract, to withdraw from other Contracts already concluded that have not yet been performed by the Carrier. The Client is obliged to promptly notify the Carrier in writing of the exercise of this right.
• 5.12 The Carrier undertakes not to offer transport services for a period of 1 year from the conclusion of the transport contract to persons whose identification data they learned during the performance of transport. In the event of a breach, the Carrier undertakes to pay a contractual penalty of €1,000 for each individual transport.

 

• 6. PRICE AND PAYMENT TERMS
• 6.1 The freight charge for transport of consignments is a contractual price agreed by the parties in the specific Transport Order/Contract (hereinafter "Freight Charge"); unless otherwise stated in the Order, prices are exclusive of applicable VAT. Any waiting time at loading or unloading, but always for a maximum of 24 hours, is included in the freight charge. The freight charge applies only in the case of a written transport contract; for an oral or implied contract, the freight charge shall be 75% of the written contract price.
• 6.2 The freight charge includes all costs of the Carrier for performing transport under the Contract, including tolls, vehicle entry/transit fees, other administrative fees and customs. The freight charge also includes any delay at loading or unloading not exceeding 24 hours.
• 6.3 The Carrier is obliged to invoice the Client on the basis of a tax document – an invoice issued and delivered to the Client within 10 calendar days from completion of transport. Completion of transport means acceptance of the consignment by the recipient in accordance with the Order or subsequent instructions of the Client. Payment terms are set at 60 calendar days from receipt of the invoice together with complete transport documents. If the invoice does not have the required formalities or the required annexes are not attached, the Client is entitled to return the invoice to the Carrier for completion or correction. In such case, the Client shall not be in default and the invoice due date shall be counted from the date of re-receipt by the Client. The Carrier is obliged to attach documents certifying performance of transport in accordance with the Order and CMR bill of lading, in particular a properly completed vehicle operating record, consignment note/CMR bill of lading and delivery note; otherwise the Client is not obliged to pay the freight to the Carrier. In the event of a reservation made on the CMR bill of lading or in the confirmation of national goods transport, the payment due date is deferred by 30 days; the Client shall notify the Carrier of this extension.
• 6.4 If the Carrier delivers the invoice late or without the required formalities in breach of Article 6(6.3), the Carrier is obliged to pay the Client a contractual penalty of €80. The Client is entitled to offset this contractual penalty against the Freight Charge.
• 6.5 The Client is entitled to unilaterally set off any claim of the Carrier against the Client, whether or not due, without the Carrier's consent, against any claim of the Client against the Carrier, whether or not due. The Carrier is not entitled to unilaterally set off any claim against the Client without the Client's consent. The Carrier is not entitled to assign any claim or entitlement from other business relations against the Client.

 

• 7. DISPUTE RESOLUTION AND FINAL PROVISIONS
• 7.1 Any disputes arising between the contracting parties shall primarily be resolved through negotiation out of court, based on mutual dialogue in order to maintain good business relations. If the parties are unable to resolve the dispute amicably, the dispute shall be resolved before Czech courts and in accordance with Czech law.
• 7.2 The Client reserves the right to amend or supplement these GTC, in particular in the event of changes to related legal regulations. The Client shall publish the new version of the GTC on its website and at its registered office. The updated GTC shall be effective against the Carrier from the date the Carrier received an Order referring to the new version of the GTC, or from the date on which they had the opportunity to review the new version, whichever occurs first.
• 7.3 If a framework transport agreement or an agreement of similar purpose has been concluded between the Client and the Carrier, the contracting parties shall, in matters not expressly governed by that agreement or the Order, always be governed by these GTC.
• 7.4 The Carrier hereby grants consent to the Client, as controller, to process all personal data concerning the Carrier communicated in the course of business relations, including the national identification number in the case of natural persons and telephone numbers, in accordance with Act No. 101/2000 Coll. This consent may be withdrawn at any time in writing by a letter addressed to the Client.
• 7.5 These GTC are published 24 hours a day at: www.zdemar.cz and are available in printed form at the Client's registered office.
• 7.6 These Terms and Conditions enter into force and effect on 01 September 2017.

 

ZDEMAR Ústí nad Labem s.r.o.
ZDEMAR CZECH s.r.o.
ZDEMAR TRANSPORT a.s.