Except in those cases in which Aduanas, Logistica e Intermediación en Unidades de Servicio S.A. may act on behalf of or in the name of its Head, all services rendered by the Company shall adhere to the General Terms and Conditions of Agreement for Contracts for the Provision of Goods, which are included in the Company´s web page and registered in Pontevedra´s Property Registry (General Terms and Conditions of Agreement), with entry number 20140018860, Log 17, Page 2780, Entry 20140016067. The Client expressly agrees to the implementation of said General Terms and Conditions for services contracted with Aduanas, Logística, Transportes e Intermediación en Unidades de Servicio, S.A.
- 1- SCOPE OF APPLICATION
The following General Terms and Conditions shall apply to all freight forwarding requested to Customs, Logistics, Transport and Intermediation at Unidades de Servicio, S.A., with address at Muelle de Reparaciones de Bouzas s/n, 36201 – Vigo, Spain (from here on the “Forwarding Agent”) and C.I.F. (Fiscal Identification Code) A-82302769, independently of means used to request said freight forwarding (whether by telephone, fax or any other means). The foregoing without prejudice to all multimodal transport contracts expressly indicating to be under the General Terms and Conditions of FIATA (International Federation of Forwarding Agents and Absorbed Associations).
- 2 – CONSENT
The client expressly consents to submit every contracted service with Forwarding Agent to these General Terms and Conditions.
- 3 – DEFINITION
Forwarding Agent: applies to Customs, Logistics, Transport and Intermediation at Unidades de Servicio, S.A. A Forwarding Agent´s activity is mainly to organize transport of goods. To carry out said transport he may use all kinds of means of transport and subagents, which may be contracted in the name of and on behalf of the client.
- 4 – GENERAL OBLIGATIONS OF CLIENT
4.1.- The client, and/or his agents or managers where applicable, must ensure goods declaration is exact with respect to goods characteristics, description, brands, number, quantity, weight and volume. In any event, the client will compensate the Forwarding Agent for any losses, damages, faults, hardships and/or costs incurred as a consequence of inaccuracies or falsehoods related to goods declaration. In addition, the Forwarding Agent reserves the right to carry out any reserves he deems appropriate at reception of goods.
4.2.- The Client, and/or his agents or managers where applicable, will be responsible for all losses, damages, faults and expenses derived from inadequate, defective or misused packaging of goods. The client is also responsible for damages, losses and breakdowns caused to handling equipment or to means of transport, as well as incurred costs, as a result of inadequate or defective packaging. Accordingly, the Forwarding Agent reserves the right to carry out any reserves he deems appropriate concerning packaging of goods at reception of said goods.
4.3.- The client, and/or his agents or managers where applicable, are required to inform Forwarding Agent in advance when goods to be transported, stored or handled are flammable, explosive or dangerous in any way, as well as the extra precautions to be taken if such were the case. In case of omission or insufficient information, the client will be held accountable for any damages and expenses incurred to the goods and to the Forwarding Agent, directly or indirectly, for shipping, storage and handling of said goods. Accordingly, the Forwarding Agent is hereby allowed to unload, destroy or neutralize said goods, before they are due to be unloaded, where the client or the recipient of goods will have no right to any compensation whatsoever concerning said losses.
4.4.- Client guarantees and obligations described in above paragraphs will be expanded, concerning shipments to the USA, to include all information prerequisites and all necessary documents required for import into that country, being the client responsible for their accuracy and timeliness, as well as for all liquidating damages in case there is non-compliance on client´s part with above requirements. The Forwarding Agent will in no case be held liable for consequences derived from not having informed US Customs, on time, of shipment´s nature or of possible errors on import documents. If there is omission or insufficient information, the client will be held accountable for all damages caused by the goods. The Forwarding Agent has the right to be reimbursed for all losses incurred due to said reasons, and he is released from all liability in case the goods should have to be unloaded, destroyed or neutralized, according to circumstances and will owe no compensation whatsoever to sender and/or recipient of said goods.
5 – GENERAL OBLIGATIONS OF FORWARDING AGENT
5.1- The Forwarding Agent is required to organize at his own discretion transportation, handling, hauling and storage of goods entrusted to him, in the most appropriate manner, duly and diligently, unless expressly instructed by the client regarding the organization of any of the services just mentioned.
5.2- For the purpose of organizing the services described in above paragraph 5.1, and except for being instructed to the contrary by the client, the Forwarding Agent can choose and subcontract third parties to act as forwarding agents, carriers, warehouse operators, customs agents and any others needed for the transport, warehousing, handling and delivery of goods, all of which shall be considered independent agents of the Forwarding Agent. The Forwarding Agent will subcontract, whenever possible, said provision of services from companies that submit to valid International Treaties. If that is not possible, he will subcontract reputable and solvent companies only.
The goods will be entrusted to third parties provided they submit to general terms and conditions such as liability limitation for losses, damages, delivery costs or delays, established on roadmaps, bills of lading and bills submitted by said forwarding agents, carriers, warehouse operators and others.
5.3- Transport documents or bills of lading relevant to the effective execution of all or part of transportation, warehousing or any other necessary activity for final delivery of goods, are available during their total applicability and effect.
6 – LIABILITY LIMITATION
6.1- The Forwarding Agent will answer to client solely for loss and damages of goods resulting from breach of contractual obligations on his part. It is thus understood that Forwarding Agent´s liability for this concept will be effective from the moment he receives the goods, until their actual delivery to the client, recipient or authorized representative of either one, or to the carrier in charge of transporting goods to final destination.
6.2- Forwarding Agent´s direct or indirect liability concerning loss or partial damages of goods, will be limited to the amounts resulting from applying in each case the following charges:
(i) Concerning road transportation in mainland Spain, liability limitation is described in Article 57 of Law 15/2009, of November 11th, of the overland goods transport contract.
(ii) Concerning international road transport, a charge of 8.33 SDR* will be applied per kilogram of gross weight of lost or damaged merchandise.
(iii) Concerning sea transportation, a charge of 666.67 SDR per package or unit or 2 SDR per kilogram of gross weight of lost or damaged merchandise, will be applied, whichever is the greater.
(iv) Concerning air transport, a charge of 17 SDR will be applied per kilogram of gross weight of lost or damaged merchandise.
(*) SDR (Special Drawing Rights): SDR is the unit of account in terms defined by the International Monetary Fund.
6.3- In any case, Forwarding Agent´s cumulative liability for loss or partial damages of merchandise will have as a limit the total worth of merchandise as declared by client.
6.4- If the Forwarding Agent is declared liable for losses incurred for not delivering merchandise in due time as per deadline stated on documents pertaining to transport, or for any other loss or indirect damage, other than that of loss or damaged merchandise, will be limited to losses incurred as a result of said delay, and under no circumstances may liability exceed amount owed Forwarding Agent by virtue of the contract subscribed by both parties.
6.5- The present limitations will apply to all claims targeted against the Forwarding Agent, whether claim is based on contractual liability or on extra-contractual liability.
6.6- When accountability derives from facts or actions that occurred during transportation, if the Forwarding Agent is held accountable, under no circumstances will his accountability exceed that of the railway company, the shipping company, the air carrier, road transport, warehouses or of any other intermediaries involved in said transportation, in accordance with prevailing international rules and regulations.
6.7- In any event, the Forwarding Agent reserves the right of recourse against any third party held directly accountable for any loss or total or partial damage of goods.
6.8- Any legal action against the Forwarding Agent and/or his employees, for loss or damage of goods, whether jointly or individually, shall be subject to the limitations established in above paragraphs.
- 7 – EXEMPTION FROM LIABILITY
7.1- The Forwarding Agent shall be exempt from any liability if the selection of third parties acting as carriers, forwarding agents, warehouse operators, customs agents and others needed for transportation, storage, handling and delivery of goods, was made in accordance with client´s instructions. He will also be exonerated from any liability if transport instructions were conveyed to third parties subcontracted in accordance with transfer order given by the client. In such cases, the Forwarding Agent may waive his rights against said third parties by surrendering them in favor of the client.
7.2- The Forwarding Agent shall not be held liable for the loss or damage of merchandise, unless said loss or damage occurs while said merchandise is under the custody and control of Forwarding Agent.
7.3- The Forwarding Agent shall not be held liable if merchandise was transported by client or his representative.
7.4- The Forwarding Agent shall not be held liable for consequences derived from loading and unloading operations which were not carried out by him.
7.5- The Forwarding Agent shall not be held liable for losses, damages or costs arising out of or in connection with the number, content, weight, brands or description of merchandise.
7.6- The Forwarding Agent shall not be held liable for any losses or costs incurred by the client in connection with chartered transport such as, lost profit, loss of customers, fines, losses due to depreciation or to penalty clauses, foreign exchange fluctuations or fees and duties increased by the Authorities.
7.7- The Forwarding Agent shall not be held liable for loss or damage to merchandise if any of the following circumstances occur concurrently:
(i) Fault or negligence on the part of the client or his authorized representative.
(ii) Defective or missing packaging, labelling or stowage, as long as Forwarding Agent was not in charge of implementing said packaging, labelling and stowage of merchandise. In addition, Forwarding Agent is not liable for packaging of merchandise whose contents cannot be verified.
(iii) War, rebellion, revolution, insurrection, usurped power or confiscation, nationalization or requisition by or under orders of a Government or a public or local Authority.
(iv) Strikes, lock-outs and other labor conflicts affecting work.
(v) Damages caused by nuclear energy.
(vi) Acts of God.
(vii) Force majeure.
(ix) Unforeseen circumstances that Forwarding Agent could not have avoided and whose consequences he could not have anticipated.
(x) Diminished volume, weight or any other loss or damage resulting from latent defects, special nature or inherent faults of merchandise.
(xi) Other exonerating causes established in existing conventions or legal provisions.
8 – INSURANCE
8.1- The Forwarding Agent shall not insure merchandise against losses or damages caused during handling, storage or transport, unless expressly instructed in writing by client. In which case, the Forwarding Agent will proceed to take out the necessary insurance on behalf of the client, acting as his agent.
9 – RATES
9.- Rates for transports and other services chartered with Forwarding Agent shall be determined in accordance with existing rates at the time of chartering and within the limits established therein. If there are no rates at the time of chartering, usual fees or market prices of location where services are contracted, will apply.
9.2- Additional costs incurred as a consequence of subsequent events or circumstances after contract date or date of issue, when applicable, shall be at client´s expense, as long as they are duly justified and are due to no fault or negligence on the part of Forwarding Agent.
9.3- Payment of fees, as of any other costs, shall be made in cash, unless there are special conditions previously agreed upon.
10 – CLAIMS
10.1. – At delivery of merchandise, recipients must verify conditions of said merchandise, as well as quantity, number and weight of packages to make sure they correspond to the information consigned on transport documents, and they must inform Forwarding Agent immediately about any defect or apparent loss on any component.
10.2. – In the event of any irregularity or loss not observed at once by recipient of merchandise, he must clarify his reserves in writing in the terms and conditions detailed in the bill of lading, specifically in the shipping bill etc., or otherwise in the terms and conditions established in national regulations (Marine Navigation Law) and in International Conventions which govern the means of transport in question. Failing which, he will forfeit his rights to any claims against the Forwarding Agent.
10.3. – The limitation period, or expiration, when applicable, to initiate any legal action against the Forwarding Agent is indicated in the bill of lading, awareness letter etc., or in national regulations when applicable, (Marine Navigation Law) and International Conventions which govern the different transport means, where the limitation period begins when stipulated in said documents or Conventions.
10.4. – Under no circumstances shall payment owed to the Forwarding Agent be withheld, including costs and expenses, as a result of lawsuits or claims derived from reserves carried out by Client for presumed losses or damages to merchandise.
- 11 – RIGHT OF RETENTION
Independently of any reason, the Forwarding Agent has the right, in general and in particular, to retain transported merchandise belonging to clients who have not payed outstanding bills pertaining to services rendered. He may enforce this right by any means that he deems necessary, as long as they are admissible according to the law. If merchandise has been lost or destroyed, the Forwarding Agent will have the same rights mentioned above regarding compensation for damages satisfied by insurance companies, transport companies or others.
- 12 – EXISTING LAW AND JURISDICTION
Services rendered by the Forwarding Agent shall be governed and construed in accordance with Spanish law. All claims against the Forwarding Agent shall be brought before the competent court or tribunal with jurisdiction in the location where the client chartered the service.
- 13 – INDEPENDENCE
The terms of these general contracting terms and conditions are independent of each other. In case any of these terms and conditions were declared invalid, the rest will not be affected.