General business terms and conditions for the provision of freight forwarding services
- Evolution Time Critical s.r.o., ID no (IČO): 55 172 458 (“ETC”) issues the following general business terms and conditions (“GBTC”) to define rights and obligations in the provision of freight forwarding services involving the procurement of goods transport for its clients.
- These GBTC apply to any and all forwarding Services ordered by Clients involving the procurement of the transport of Goods regardless of the form of relationship in which ETC acts and regardless of any incompatible, contradictory or supplementary conditions set forth in any Order or other communication from the Client.
- These GBTC form a part of every contract and individual Order for the procurement of freight forwarding services by ETC concluded after the effective date of these GBTC unless the written contract stipulates otherwise. The provisions of these GBTC have precedence over any other business terms and conditions of the Client.
- By submitting an order for freight forwarding services to ETC, the Client indicates that they are acquainted with these GBTC and accept them without reservation.
Article II – Definition of terms
- In these GBTC, the following terms are used with the meanings defined in this article.
- ETC: Evolution Time Critical s.r.o., ID no (IČO): 55 172 458, a company providing freight forwarding services in which transport is procured from contracted carriers according to the Client’s needs;
- Client: a legal entity or sole trader who orders Services from ETC;
- Order: a request to provide Services sent by a Client to ETC and/or an offer sent by ETC to a Client by e-mail, phone or any other means of communication used by the parties;
- Consignor: the person designated by the Client as sending Goods from the place of loading to the Consignee;
- Circumstances Excluding Liability: any obstacle arising independently of the will of the obliged party which prevents said party from fulfilling their obligation, if the obliged party could not reasonably be expected to avert or overcome this obstacle or its consequences, and furthermore, to have foreseen the obstacle at the time the obligation arose, whereas such circumstances are mainly, but not exclusively, the action of an electric or magnetic field, natural disaster, earthquake, cyclone, storm, flood, fog, war, plane crash or embargo, uprising or civil unrest, strike, hailstorm, fire caused by natural causes, labour violence or unrest, sabotage, acts of terrorism, civil unrest, forced change of route, refusal to load the Consignment, division of the Consignment due to the decision of a sea and/or air carrier, etc.
- Transport Unit: one separate and/or complete part of a Consignment intended for transport (including the transport unit and packaging), suitable for independent handling, while the Transport Unit (its shape and dimensions) must be suitable for handling by a standard forklift;
- Consignee: the person designated by the Client to receive the Goods from the Consignor at the place of unloading;
- SDR: special drawing rights – a single monetary and accounting unit used within the International Monetary Fund to quantify claims and limits of liability for damages;
- Services: services provided by ETC to procure services for the transport of Goods from one place of loading to one place of unloading as specified in the Client’s order using any suitable means (air, rail, sea, road);
- General Average: a principle of the law of the sea whereby, in an emergency, shipowners and cargo owners are required to share proportionately in the costs associated with the rescue of cargo and ship;
- Goods: any movable item or set of movable items intended for transport to be procured by ETC according to the Client’s order, including containers, pallets or similar transport and packaging material not supplied by ETC;
- Consignment: one Transport Unit and/or a complete set of several Transport Units constituting one unit intended for transport procured by ETC;
Article III – Provision of Services
- ETC provides Services to Clients based on Orders. Any Order is binding for ETC only when ETC explicitly accepts the Order and confirms acceptance to the Client. The shipping times as well as the departure and arrival dates stated in the confirmed Order are indicative and ETC accepts no liability if they are not met.
- On the basis of a confirmed Order, ETC undertakes, as a forwarder, to provide the Client, in its own name and at its own expense, with the transport of the Consignment from the Client’s designated place of dispatch and Consignor to another place and Consignee designated by the Client, and the Client undertakes to pay ETC the fee specified by ETC. Any special instructions of the Client for the delivery of the Consignment (cash on delivery, additional insurance, etc.) must be expressly stated in the Order and confirmed by ETC.
- The Client is obliged to deliver to ETC, with reasonable advance notice, the precise instructions necessary for the provision of the Services including but not limited to information about the Consignor, Consignee, Consignment, number and type of Transport Units, type of Goods for transport (composition and classification of the Goods, value of the Goods, packaging, weight, safety notices, storage and handling restrictions, etc.). The Client is obliged to inform ETC without delay of any changes to the information provided about the Consignment that could affect ETC’s provision of the Services.
- ETC is not responsible for the completeness and correctness of the information provided by the Client on the Consignment under point 3 of this Article, nor the relevant documents resulting therefrom (commercial invoice, bill of lading, etc.). In the event of incomplete, inaccurate or delayed provision of information about the Consignment, ETC shall not be liable to the Client for any damage, additional costs or any other claims of the Client, and the Client shall be obliged to pay ETC any additional costs, fees and/or fines incurred in this regard.
- ETC is entitled to check the weight of the Consignment as determined by the Client and to correct any error concerning the weight/mass of the Consignment. ETC may refuse to transport a Consignment if it finds that the actual weight of the Consignment exceeds the maximum weight limits for individual types of Consignment laid down by applicable legislation. If the weight statement for a Consignment is incomplete, inaccurate or delayed, ETC shall not be liable for any claims of the Client for damages in respect of any costs, fees, fines or other claim that the Client incurs in this regard, and in the same regards, the Client shall be obliged to reimburse any and all additional costs, fees and/or fines that ETC incurs in this regard.
- The Client undertakes to ensure that the Goods making up the Consignment are packed in suitable packaging for transport under normal conditions, as well as for subsequent handling of the Consignment. Each Transport Unit in a Consignment must be visibly and clearly marked in a way allowing immediate and unambiguous identification of the Consignor, the Consignee, the place of delivery and the nature of the Goods. The Client is fully responsible for all consequences of any and all defects or errors in the packaging of a Consignment, its marking or labelling, as well as for any breach of obligations related to information and declarations on the nature and characteristics of the Goods, and the Client is not entitled to make any claims in this regard against ETC.
- Without ETC’s express prior written consent, ETC does not provide Services for Goods that require special treatment in terms of transport, handling or safety, due to their value and attractiveness or due to their hazardous nature, including but not limited to precious metals, banknotes, coins, currencies, securities, precious stones, jewellery, valuables, antiques, paintings, human remains, living creatures, plants. If any of the above prohibited Goods are included in a Consignment from the Client without ETC’s prior written consent, ETC shall not be liable for any loss or damage suffered by such Goods, regardless of how the loss or damage occurs. If the above prohibited Goods could pose a risk to other transported Goods, property, life or health, ETC undertakes to contact the Client and request that the Client remove or otherwise dispose of the Goods, and if the Client does not do so within a reasonable period, ETC has the right to remove such Goods at the Client’s expense even without the Client’s consent.
- Unless expressly agreed otherwise with the Client, the Client undertakes to ensure timely and proper loading and unloading of the Consignment at the place of loading and unloading. ETC shall not accept any liability for any damage to a Consignment if it is improperly loaded or unloaded. If the Consignee refuses to accept the Consignment or delays acceptance for any reason, ETC is entitled to store the Consignment at the Client’s expense, and ETC shall not accept any responsibility for the stored Consignment. The Client undertakes to reimburse ETC for any and all additional costs incurred in connection with the non-acceptance of a Consignment, and these costs shall be considered as part of the remuneration for the Services provided. ETC is entitled to dispose of an unclaimed Consignment at the Client's expense:
- after the expiry of 60 calendar days from the date of failed delivery of the Consignment, if the Client fails to take over the Consignment or give any other instructions in respect of it despite a warning being sent to the Client in good time, at least 21 days before the date of disposal of the Consignment; or
- immediately, including without prior notification of the Client, if the Consignment contains Goods that are damaged, degraded or altered, or which are at immediate risk of becoming so in a way that would cause additional costs or damages to ETC or third parties, or if such disposal is required by any applicable laws or regulations.
- The Client undertakes, if necessary, to authorise ETC and/or another designated person with a separate power of attorney to represent the Client in customs procedures related to the provision of Services. ETC shall not be liable for any duties and taxes related to customs operations, and ETC will pay them on the Client’s behalf only if the Client has paid ETC a sum to cover such duties and taxes in advance. The Client undertakes to indemnify and reimburse ETC for all its costs and not to make any claims against it where such costs and claims result from supplying incorrect instructions, inapplicable and unusable documents, etc. for the purposes of customs procedures, which may in general lead to financial losses and/or the imposition of other obligations, additional taxes, fines or penalties by a competent authority or office.
- The Client acknowledges that ETC has an express statutory and, with reference to these GBTC, contractual lien on any transported Consignment or part thereof, which includes lien and general priority of possession of all Goods belonging to the Consignment, as well as relevant documents issued in connection with the transportation of the Consignment, as security for all the Client’s liabilities to ETC (remuneration for services provided on the basis of issued invoices, interest for late payment, claims for compensation for damages, incurred additional costs, fines, etc.), including outstanding liabilities and liabilities incurred before the start of the provision of Services for the specific Consignment, even if not directly related to the Services provided for the specific Consignment.
Article IV – Liability
- The client bears full liability for:
- any damages or costs of any kind (including but not limited to duties, taxes, fees and expenses of any nature levied by any authority in connection with the Goods) incurred in connection with actions of ETC based on express instructions of the Client or as a result of any breach of any obligations of the Client set forth in these GBTC, including those resulting from negligence;
- all damages and additional costs beyond the scope of ETC’s liability agreed under these GBTC, regardless of whether such damages, additional costs and/or claims are related to the negligence or breach of duty of ETC, its employees, subcontractors or agents;
- any claims based on General Average that may be made against ETC.
- ETC undertakes to perform its obligations in connection with the provision of the Services with professional care and is liable for damage caused during the procurement of the Services, unless such damage could not be prevented even with the exercise of professional care. ETC’s liability for damages is limited in the same manner as the limited liability of the carrier that ETC procures for the provision of the Services under the applicable Conventions listed in Article VI hereof. Only one claim can be made for each Consignment, based on which a full and final settlement will be made for all losses or damages related to that Consignment.
- Notwithstanding the above, the maximum amount of ETC’s liability to the Client for any damages incurred during and/or in connection with the provision of the Services is limited to:
- the amount of damage that can be proven, or
- up to SDR 2 per 1 kg gross weight of damaged, destroyed or lost Goods, or
- up to SDR 20,000 for one event,
whichever is lowest.
- ETC shall be exempted from such liability for any loss of a Consignment or other damage incurred in the provision of the Services if caused by Circumstances Excluding Liability.
- Unless otherwise expressly agreed in writing with the Client in advance, ETC shall not be liable for damages incurred if the estimated transport times and departure or arrival dates for a Consignment are not met.
- Under no circumstances shall ETC be liable for indirect or follow-on losses including but not limited to lost profit, loss of market or losses incurred as a result of production interruption or as a result of any irregularity, whatever its cause. Unless otherwise agreed in writing between the parties, the Client is not entitled to apply any sanctions against ETC in connection with the Services provided.
- In the event of a General Average act, the Client shall, at the request of the carrier procured by ETC, provide reasonable security (deposit) necessary to release the Consignment. The client also undertakes to reimburse ETC for all costs related to the provision of security (deposit), if these are requested directly from ETC. ETC shall not be obliged to take any steps to collect contributions to a General Average deposit for the Client’s benefit.
Article V – Consignment insurance and claims
- ETC is not obliged to take out any insurance for a Consignment if the Client does not expressly request it. If the Client's Order is delivered to ETC with a request to insure the Consignment, ETC, acting on behalf of the Client, will conclude an insurance contract with an insurance company that is generally known to be solvent (i.e. with good financial capacity). The Client shall bear any co-payment/deductible. Unless expressly requested otherwise by the Client, the insurance will cover only normal insurance risks (except for risks related to war and strikes). ETC, which acts as the Client’s representative when taking out insurance based on a written Order as described above, shall never be considered the insurer of a Consignment.
- In the event of the loss, damage or any other harm caused to a Consignment as a result of, e.g. delay, the Consignee shall take all necessary steps during unloading to preserve the right to file a lawsuit or take other legal actions related to a claim for compensation for damages against the carrier. In the event of a breach of the previous sentence, ETC shall accept no liability in respect of subsequent claims made by the Client.
- Any claim of the Client against ETC for compensation of damages related to the provision of Services must be asserted in writing and delivered to ETC within 14 days from the day the Client became aware of it, or, considering the circumstances, could have become aware of it, in any case no later than 9 months from the date on which the Consignment should have been or was delivered to the Consignee. Any claim not asserted or not delivered to ETC as set forth above shall be deemed waived and fully time-barred, unless the Client can demonstrate that they were unable to meet this deadline and that they asserted the claim as soon as reasonably practicable for them.
Article V – Remuneration for Services and payment terms
- The remuneration for Services is determined on the basis of data provided by the Client, considering in particular the nature of the Goods, their weight and volume, the number of Transport Units, the routes to be used and any special instructions of the Client. Any other circumstances that could increase the costs for the Services provided shall also be taken into account.
- ETC’s quotation is based on input prices valid at the time of sending. In the event of changes in one or more of the relevant items after the quotation is drawn up and before the expected start of the provision of Services, ETC is entitled to revise the original quotation to reasonably reflect such changes. If the Client does not agree with the revised quotation, ETC is not obliged to start providing the Services and is entitled to immediately terminate the provision of all or part of the Services by delivering a written notice of withdrawal from provision of the Services. Unless expressly stated otherwise in ETC’s quotation, prices do not include:
- duties, taxes, tolls, ferry transport, fees and obligations payable under applicable regulations and rules relating to tax or customs regulations (e.g. excise duty, import duty, etc.);
- any other expenses, costs, fines and monetary sanctions of any nature resulting from a breach of obligations on the part of the Client or any of their representatives (statutory, regulatory or contractual liabilities);
- any costs and charges incurred in connection with Circumstances Excluding Liability.
- The Client acknowledges that they are obliged to bear and pay the relevant taxes, duties, fees, levies or deductions of any nature that arise directly or indirectly as a result of the provision of the Services. The Client is also obliged to immediately reimburse ETC for any amount that ETC has paid or is obliged to pay in connection with the stated fee obligations of the Client. The Client is likewise solely responsible for said fee obligations levied by any tax authority or other designated authority in any country and ETC shall in no event have any liability in relation to such fee obligations of the Client.
- The Client is obliged to pay for the Services upon receipt of the invoice, without applying any discount, within a period that must not exceed 30 days from the date of the invoice issued by ETC, unless otherwise expressly agreed with the Client. In case of late payment of a properly issued invoice, ETC is entitled to contractual interest for late payment at a rate of 0.05% of the owed amount for each day that the Client is late in paying the invoice.
- ETC is entitled, in its quotation, to make the provision of the Services conditional on the payment of a reasonable deposit, and may decline to start providing Services without payment of such a deposit.
- The client is not entitled to unilaterally set off any claim against ETC against an invoice for provided Services.
- The Client is not entitled to withhold the payment of remuneration for the Services performed for any reason, as the payment of remuneration for the Services is a prerequisite for their proper provision by ETC.
Article VI – Governing law
- These GBTC are interpreted in accordance with the law of the Slovak Republic and the following International Conventions:
- For road transport: Convention on the contract of carriage in international road freight transport, signed on 19 May 1956, as amended by its later protocol;
- For sea transport: Brussels Convention, signed on 25 August 1924 (Hague Rules), the Visby Protocol of 23 February 1968 and the Protocol of 1979;
- For air transport: Convention for the unification of certain rules for international carriage by air, signed on 28 May 1999;
- For rail transport: The Convention concerning international carriage by rail, signed in 1890 at Berne, the CIM Rules of 9 May 1980, the Protocol of 1990 and the Vilnius Protocol of 3 June 1999, or the SMGS for the part of rail transport taking place in countries that are signatories to the SMGS;
- For river transport: Convention signed on 22 June 2001 in Budapest.
- In the event of a dispute arising in connection with these GBTC, the parties shall seek an out-of-court settlement. If it is impossible to resolve the dispute out of court (by agreement), the general court of the Slovak Republic with jurisdiction over ETC’s registered office will be competent to decide the disputed matter.
Article VII – Final provisions
- The contracting parties undertake to maintain the confidentiality of all information of the other party that they receive within or in connection with the provision of Services and not to provide such information to a third party without the prior written consent of the other party.
- Neither of the parties is entitled to transfer or otherwise assign to a third party the entirety or a part of said party’s rights under these GBTC without the prior written consent of the other party.
- Should one or more provisions of these GBTC be invalid, all other provisions shall remain in force.
- These GBTC are valid from 04.02.2023 and apply to all Services provided by ETC after that date.
- ETC reserves the right to cancel, supplement, modify or replace these GBTC at its sole discretion, but each Order is governed by the GBTC in effect at the time ETC accepts the Order. Any changes to these GBTC are effective from the date of their publication on ETC’s website www.evolution-timecritical.sk.