GENERAL CONDITIONS FOR THE FREIGHT FORWARDING SERVICES
Freight Forwarder: Represented by Transitex, Trânsitos de Extremadura S.A. and its affiliates, branches, representatives and/or local agents contracted by the customer who enter into a service contract with a customer.
Customer: Any individual or legal entity with rights or obligations arising out of the Forwarding Services Agreement with Transitex or as a result of its activity in connection with such services.
Forwarding Services: Services of any kind relating to the transport, consolidation, deconsolidation, storage, handling, packaging or distribution of goods as well as consulting services relating to their dispatch, including but not limited to insurance contracting, customs clearance, cargo damage, collection of refunds etc.
Carrier: Any legal entity transporting the goods by its own means of transport (actual carrier) or subject to the responsibility of the carrier for having expressly or tacitly assumed this responsibility.
Goods: include any property, such as live animals, containers, pallets, or the like, transport or packaging, not provided by the Forwarder.
Dangerous goods: Are goods which are officially classified as dangerous goods as well as those which represent or may represent a risk, are flammable, harmful or potentially harmful and radioactive.
In writing: Any visually expressive means of permanently representing or reproducing words, namely letters, facsimile, telex, telegram, e-mail or any other record by electronic means.
Transitex: Is the freight forwarder Transitex, Trânsitos de Extremadura S.A., its affiliates, branches, representatives and/or local agents.
Any services rendered by Transitex, within the scope of the activity of freight forwarder and that will be rulled by these contractual clauses, unless otherwise agreed.
TRANSITEX shall provide its services in accordance with the instructions given by the customer. In the absence of a written stipulation of different contractual conditions, the client, whether intervening or acting as the owner of the goods or merchandise or acting as agent or representative of another, is constituted before TRANSITEX in the rights and obligations arising from these general conditions.
1 - Unless otherwise stipulated, the prices offered by TRANSITEX do not cover customs duties, taxes or charges, which are not imposed by customs, and only apply to cargo whose nature, weight and dimensions are considered normal for transportation. According with current regulations.
2 - The prices provided in the previous number do not include expenses of standstill or delays, storage, additional costs for incidents supervening the transportation, repair, cargo insurance or others of ancillary character.
3 - The prices established may be modified, provided that circumstances change the terms on which the tenders were based, in namely:
a) Inaccuracy or subsequent alteration of the of the client's information as to the contents, weights, volumes and values of the object of the service, or regarding the conditions of purchase and sale;
b) Forwarding by a mean of transport different from that proposed by the freight forwarder or interruptions of traffic in the planned routes, imposing the use of more expensive means or routes;
c) Delays in the execution of services resulting from natural, political or any other phenomena not attributable to the Forwarder;
d) Carrier's bankruptcy or arrest of the boats or any legal restriction that prevents the continuity of the services;
e) Modification of regulations, conventions, rates, schedules or tariffs;
f) Exchange rate changes.
4 - The unforeseen expenses that TRANSITEX must make due to force majeure, or unforeseeable event, in fulfillment and in the exercise of its attributions, as well as to guarantee the conservation or preservation of the goods or merchandise that are the object of the contract, legitimize and demand the appropriate review of the stipulated condition.
Except for another period indicated by TRANSITEX, the proposals are valid for a period of 15 (fifteen) days from their presentation to the client.
1 - The customer is obliged to state in writing, in a clear, precise and complete manner, the instructions and specifications of the goods related to the object of each contract.
2 - TRANSITEX shall, at the date of receipt of the instructions, examine it in order to verify its conformity with the services which it has undertaken to provide.
Upon receipt of the documents issued by TRANSITEX, the customer must examine them carefully and immediately point out any errors or differences, so that TRANSITEX can make the necessary and timely corrections.
Inadequate or insufficient instructions
1 - In the event of errors, inaccuracies, insufficiencies or lack of indications in the documents or statements provided for the customer, necessary for the proper performance of the contract, in particular as regards the nature, value, weight, measure or content of the objects of the contract, any liability for the consequences resulting from such anomalies will fall on the customer.
2 - If TRANSITEX becomes aware of the existence of any anomalies or irregularities referred to in the preceding paragraph, which may result in liability and/or damage to any of the contractors or to third parties, it must inform the client immediately so that such anomalies or irregularities may be timely fixed.
3 - If the anomalies or irregularities foreseen in the previous numbers are not fixed in a time that allows TRANSITEX to execute the services included in its attributions, it is entitled to terminate the contract or to execute it according to the content of the documents and declarations of the client, in which case all damages and liabilities that directly or indirectly result from said anomalies or irregularities are at the customer's expenses.
4 - In the case of the goods being object of a purchase agreement, the non-compliance of the instructions of the customer with the conditions inherent to the referred contract will be the responsibility of the customer.
Insufficient or unsuitable packaging
1- The customer is responsible for the damages resulting from insufficient or inappropriate packing and, in the case of containers, the customer must check the respective state of conservation of the same and if they are suitable for the transport of the goods.
2- At any time during the execution of the service, in case any package is found to be damaged, TRANSITEX can carry out the necessary repairs at the customer's expenses, after giving prior notice of such procedure, unless the urgency of the repair do not allow the necessary time to do so (give prior notice).
3- This urgency must, of necessity, be justified.
1 - Unless expressly accepted in writing, case by case, TRANSITEX shall not treat or cause to carry dangerous goods or considered as such, or any other that may cause damage to third parties.
2 - If any customer delivers goods of this nature, without express acceptance of TRANSITEX, he will be responsible for all losses or damages caused to the forwarder and/or third parties and will have to compensate for any damages, expenses, fines or complaints regarding such goods. The referred good may also may be destroyed or negotiated under the control of the competent authority, where this is deemed appropriate.
Special conditions of delivery
TRANSITEX is only obliged to comply with special conditions of delivery of the goods, and/or collection of values if, having received from the customer express and written instructions to this effect, accepts them, against payment of a price supplement to be agreed.
Instructions on the movement of goods or merchandise
1 - TRANSITEX may also carry out other operations on behalf of the customer, such as the collection or storage of goods or merchandise, either in accordance with instructions received from the customer or for the period in which he is awaiting instructions or as a result of interruptions or postponements in transport. Being obliged, in any case to immediately inform the customer.
2 - In the absence of special instructions from the customer, TRANSITEX will use the ways and means that it deems convenient or possible for the forwarding of goods or merchandise object of the service entrusted to it.
1 - If at any time, TRANSITEX is or may be affected by an obstacle or risk of any kind (including the conditions of the Merchandise) not arising from any fault or negligence of TRANSITEX that can not be avoided with reasonable effort, TRANSITEX may abandon the transportation of the goods which are the subject of the contract with the customer and, where reasonably possible, make the goods or any part thereof available to the customer in a place deemed safe and convenient. In such case the merchandise will thereof be considered dully delivered and TRANSITEX's liability in the fulfilment of the contract terminated.
2 - However, in any case, TRANSITEX will be entitled to the remuneration agreed under the contract, and the client shall pay any additional costs arising from the circumstances mentioned in number one.
CLAUSE TENTH FOUR
International transport contracts entered into by TRANSITEX either as contracting carrier or on behalf of the customer the following International Conventions shall apply, depending on the type of transport::
a) The International Convention for the Unification of Certain Rules on Bills of Lading celebrated at Brussels on 25 August 1924
b) The Hague-Visby rules resulting from the Brussels Protocol dated 23 February 1968.
c) CMR Convention dated 19 May 1956.
d) Warsaw Convention, dated 12 October 1929, as amended by the Montreal Protocol of 28 May 1999.
Other Transitex obligations
TRANSITEX only undertakes to promote formalities or procedures with the competent entities expressly requested by the customer; in any case, TRANSITEX will not be liable for damages that may result from the rejection or delays of those entities or from insufficiencies in the elements that, for that purpose, have been provided by the costumer.
Goods groupage (LCL)
Unless expressly indicated otherwise, the TRANSITEX can have the goods transported on a groupage system, although together with goods of different customers, and may use the routes and means which best fit the interests of the load and customer.
Fully Loaded Container (FCL)
1 - In the event of any problem being detected at the moment of delivery of the empty container at the facilities of the shipper, the transport equipment must be refused, immediately notifying the driver and Transitex to replace the equipment due to any condition that does not consider the container suitable for use.
2 - Reefer containers with setpoint and ventilation in disagreement or any anomaly that compromises the quality of the load, must always be refused, reporting those events to Transitex.
3 - The conditions of the empty equipment are the responsibility of the maritime transporters (shipowners), however, the receipt of the empty units assumes that they were delivered in good conditions of use. Therefore, the customer must pay attention to the criteria used in receiving the containers.
4 - For FCL loads, the responsibility of the transporters is limited to the transport to the final destination of the contract, without interfering, at any stage of the process, with the content transported;
5 - The containers are made available to the customers empty, along with the seal that accompanies it;
6 - The process of packaging and stowing the cargo inside the containers is carried out under the sole responsibility of the shipper customers, which must:
a) Make use of suitable packaging;
b) Observe the best lashing techniques of the loads/volumes inside the containers;
c) Respect the limits of weight and dimensions of the volumes for harmonic distribution of the loads inside the container and correct circulation of the cold air, for refrigerated loads;
7 - At destination, the process of opening the container and unloading of the goods is conducted under the responsibility of the recipients, and the consignees of the cargo shall initiate the complaint procedure if there are suspicions of damages.
8 - Since the 1st of July 2016, with the entry into force of the new SOLAS Convention, it is obligatory for the Customer to inform and properly notify Transitex of the verified weight of each container (Verified Gross Mass VGM), under the terms and deadlines communicated at each port of embarkation. In case of any non-fulfillment of these obligations by the customer, Transitex shall not be responsible for any possible denied boarding, nor for damages, losses or delays caused by such omission.
9 - The CLIENT agrees that the commercial conditions provided by Transitex are valid considering the overall negotiations with the carriers. Without prejudice and in case there is any carrier of preference of the Client, this must be mentioned in advance to the commercial department of Transitex. Otherwise, it will be understood the express agreement of the customer for the services and means of transport chosen by Transitex, accepted as the best choice for the organization of transportation and logistics services.
Inspection of Goods
The loads submitted to Foreign Trade are subject to physical inspection at the origin and / or destination by the Customs, Sanitary and Agriculture Authorities of each locality. The physical inspection is carried out by sampling, with the substitution of the seal by the Authorities after the fiscal works are completed, being the duty of the shipper or receiver to accompany the services of inspection and protest before the authority in case of divergences of information.
1 - It is not for Transitex to enter into any contract of insurance designed to cover the risk of any loss or damage suffered by the goods or merchandise during the transportation, whose organization and management has been contractually entrusted to it, unless it is expressly, timely and duly authorized for the effect, in particular as to the nature of the risks and amounts to be insured.
2 - All insurance carried out by TRANSITEX at the request of the customer are subject to the exceptions and usual conditions of the Policies of the Insurance Companies.
Refusal or lack of reception and late reception
If, for any reason, the recipient refuses to receive the goods object of the service or has ceased its activity or exceeds the period that it is given to collect the same, they will be at the expense and responsibility of the Client or of who represents him to Transitex, which will continue to be responsible for all costs of the service, its eventual return, and for any expenses incurred, such as the immobilization and storage of containers, storage of goods, fees and charges, charges with its eventual destruction, among other things.
Payment of invoices
1 - Failure to pay the invoice issued by TRANSITEX within the same term indicated from the date of its submission, unless expressly agreed otherwise, constitutes the debtor in arrears in the obligation to pay interest at the legal rate, as well as the additional related to collection fees mentioned on each bill, court fees and attorney's fees.
2 - In the event that no provision has been made and the invoices involve disbursements in foreign currency, those that are subject to corrections resulting from exchange rate changes that may occur up to the date of payment, as well as bank charges arising from the respective operation.
3 - If a special term of payment of Transitex invoices is granted, this benefit will be formalized through a Credit Agreement signed by the Client and that will be bound to the Credit conditions mentioned in said agreement and available at https://www.transitex.com/media/259157/credit_agreement.pdf
Claims against invoice
Without prejudice to the payment obligation in the aforementioned terms, the customer is entitled to make claims against the invoices or debit notes of TRANSITEX, provided that it does so, within reasonable grounds, within a period of 15 days from the date of its presentation, without prejudice to Transitex being able to exercise the right of retention of the goods.
TRANSITEX may request provision to the customer whenever there is a payment for freight, customs duties and other duly justified disbursements, on behalf of the customer.
1 - TRANSITEX shall be liable if it fails to exercise due diligence and fails to take reasonable steps in the performance of the freight forwarding services it provides, without prejudice to the provisions of clause twenty-five concerning exclusions and limitations of liability, to compensate the customer for the loss or damage to the goods, as well as for the direct financial losses resulting from the violation of his duty of care.
2 - TRANSITEX is not responsible for any acts or omissions of third parties including, but not limited to, hauliers, warehouse employees, dockers, port authorities, port terminals and other freight forwarders.
3 - If TRANSITEX effectively carries out any transport of goods of its customers using its own means of transport (actual carrier), it is, without prejudice to the provisions of clause twenty-five concerning exclusions and limitations of liability, responsible for the proper execution of respective transportation.
4 - TRANSITEX shall also be responsible in the same terms of the provisions of the preceding paragraph if it provides storage, handling, packaging or distribution services of goods or ancillary services related to them, provided that such services have been carried out using its own premises and employees.
Exclusions and Limitation of Liability
1 - In no case will TRANSITEX be responsible:
i. Valuable or dangerous goods, except when
declared as such to TRANSITEX at the time of conclusion of the
ii. Losses following delays unless expressly agreed in writing.
iii. Indirect or consequential damages, such as, but not limited to, loss of profits, loss of market, exchange variation, customs duties, taxes.
2 - If TRANSITEX is held liable for losses due to late delivery of goods, this liability is limited to an amount that does not exceed the remuneration for the service that gave rise to the delay.
3 - The liability of TRANSITEX resulting from the contracts entered into shall be limited by the amounts established by law or agreement to the carrier entrusted with the physical execution of the transport unless otherwise agreed by the parties..
4 - In any case TRANSITEX's liability shall not exceed the actual value of the damage or the value of the goods or merchandise, if this is lower.
1 - For any damage or loss, the CUSTOMER must immediately notify the insurance company of his choice to follow all steps of the claim process and supplementary instructions to the beneficiary of the insurance policy.
2 - Claims of loss or damage to the merchandise before transporters and Transitex must be processed by the recipients at the destination, through the presentation of a complaint and the documents necessary for the determination of damages, respecting the additional instructions informed by the local agent of the transporter and agent Transitex .
3 - The Client shall formalize the claim to the claims department of Transitex, following the procedure of Claims made available at the electronic address https://www.tranitex.com/media/259151/claim_procedure.pdf
CLAUSE TWENTY SEVENTH
Failure to collect or windrow the goods
1 - Without prejudice to the right to an adequate storage rate or a fair compensation for the damages caused, it is the basis for the termination of the contract for the failure to collect or not to withdraw in a timely manner the goods entrusted to TRANSITEX.
2 - For the purposes of the previous paragraph, the transporter shall notify the interested party of the goods, informing him of all the conditions and the deadline for the respective collection.
Right of retention
1 - Unless expressly stipulated otherwise TRANSITEX may exercise the right of retention on goods entrusted to it as a result of the respective contracts, for the credits resulting therefrom.
2 - If the credits arise from a Credit Agreement established between Transitex and its customer, the right of retention covers any and all merchandise or documentation that is in the possession of Transitex.
3 - The regulation of the right of retention will follow the legal dictates and will be applicable under the terms of the credit agreement signed between the parties and the credit conditions expressly accepted by the Client and made available in the electronic address https://www.transitex.com/media/259157/credit_agreement.pdf
Prescription of the right to Compensation
The right to compensation resulting from the liability of TRANSITEX shall lapse within the legal time limit established in the country of the port of embarkation or discharge, from the date of completion of the contracted service.
Confidentiality And Data Protection
1 - The Customer and Transitex shall respect and protect the confidentiality of all information acquired as a result or in accordance with the commercial relationship and without the prior written consent of other parties, shall not disclose such information to third parties unless it is required to do so by any applicable law or regulation or is specifically authorized to do so by any separate agreement, especially where the provision of such information is an object or part of the service developed by Transitex.
2 - In order to provide Customer services and comply with the legal obligations to which it is subject, Transitex will process (in particular, without limitation, collecting, recording, arranging, storing, adapting or altering, retrieving, consulting, using, disclosure by transmission or disclosure of third parties) data relating to Customer, its administrators or managers (including but not limited to name, address, occupation, nationality, corporate form, etc.). The Customer may freely refuse to provide such information and thereby prevent Transitex from using such data processing systems. However, such refusal may be an obstacle to the beginning or continuation of the commercial relationship between the Customer and Transitex.
3 - Transitex will only request the necessary information to fulfill its obligations in the scope of the services rendered to the Client. The Customer may, upon request, access the data relating to it and shall be entitled to change it. The data will be kept during the period in which it is required to keep it by law.
1 - In case of recourse to the courts, the chosen forum will be that of Transitex headquarters expressly renouncing any other.
2 - However, when the question or the provision of services occurs in the delegation or subsidiary of one of the companies of the Transitex group, Transitex may choose the forum of the corresponding establishment.