General contractual terms
ORGANIZATION OF TRANSPORTS. Section 3.01 CUSTOMER Instructions Section 3.02 Special Shipments. Dangerous goods, prohibited Section 3.03 Selection and Contracting of Carrier Section 3.04 Documentation of Goods Section 3.05 Insurance Section 3.06 Packaging of Goods Section 3.07 Damaged Packaging Section 3.08 Receipt of Goods Section 3.09 Conduct of Carriage Section 3.10 Retention Section 3.11 Cost-Increasing Events Section 3.12 Reception. Teaching Section 3.13 Suspension
1.1 These general terms and conditions apply to all shipping contracts concluded by YAWO SERVICES SRL (referred to in these conditions as YAWO SERVICES SRL, YAWO or CASĂ DE EXPEDIțII) with its customers. When you, as a ”CLIENT”, order YAWO SERVICES SRL services, you agree to the application of all the Terms and Conditions below in the relations between the parties, starting from the moment YAWO accepts your order.
1.2 Through the contract concluded with you, the company YAWO SERVICES SRL, as a forwarder, organizes the transport of goods for your account (which you have the quality of CLIENT COMMITTENT), without YAWO itself being the carrier. Respectively, YAWO will conclude in its own name and on your (customer's) account, transport contract(s) with third party carrier(s): airlines, maritime or railway lines, road carriers (referred to in these conditions as Transport Line ) and will carry out ancillary operations, including through (agents of origin, agents of destination, customs commissioners). When included in the orders, in addition to the organization of transport, YAWO also provides the following types of related services (accessory operations), which are subject to the provisions of these general contractual conditions: customs services, organization of handling services, loading/unloading and storage of goods, consultancy, intermediation or purchase of insurance, etc.
1.3 The types of transport that YAWO SERVICES SRL organizes for Customers are: individual and/or multi-modal freight transport, on internal, intra-community and/or international routes, successively or combined by air, sea, rail and/or road.
2.1 The CLIENT's order becomes binding upon the CLIENT's acceptance of the YAWO Forwarding House Offer. The CLIENT's order is made in the format provided by YAWO (by completing the form provided by YAWO). The acceptance of the Order by YAWO is done by sending the CLIENT the Offer document, which provides the main specifications of the accepted order. The CLIENT returns the signed and stamped Offer. The order and acceptance are sent electronically to the e-mail addresses provided in the Special Conditions Chap. 5 NOTICES.
2.2 In exceptional cases (eg in case of emergency), YAWO may accept the order without the signature and/or stamp of the CUSTOMER on the condition that the transport specifications (and in particular the rates) are agreed by e-mail or other electronic means of communication (WhatsApp etc. ). In this case the order made is valid without a signature but binds both Parties like a signed order.
2.3 The CLIENT agrees that if its employees or collaborators (other than the legal representative), issue an order / accept an offer (signed or by electronic means), it will be binding on both Parties and it is considered that those representatives/collaborators have a mandate from the CLIENT's legal representative and create valid obligations for the Parties (including the CLIENT's payment obligation).
2.4 The CLIENT is responsible for specifying, at the time of placing the order, any special conditions that must be met by the carrier (temperature, dimensions, special handling conditions, etc. ). The burden of proof regarding any conditions or special instructions requested by the CLIENT rests exclusively with the CLIENT (respectively he will have to indicate in writing any conditions or special instructions).
2.5 The CLIENT will complete and send the YAWO "Transport Order" form, signed and stamped, to the e-mail address: email@example.com or to another address expressly indicated by YAWO.
2.6 The firm order, thus issued by the CLIENT, will necessarily include the following:
a) the nature of the goods being transported;
b) quantity and dimensions of the goods: weight, volume, number of parcels or pallets, dimensions;
c) the type of transport requested (air, rail, maritime, road);
d) delivery condition according to INCOTERMS rules (CIF, CIP, DAP, DDP, EXW, FCA, FOB, etc.);
e) the date and time interval for picking up the goods, if known at the time of the order; if the date and/or the time interval are not known at the time of the order, the CUSTOMER has the obligation to communicate them (respectively to determine the communication by the supplier) in good time so that YAWO can organize the pick-up. If no time limit results from custom or circumstances, YAWO will indicate the date or time limit by which the CLIENT must indicate the date and time interval of collection. If the CLIENT does not communicate the collection date and interval by the time indicated by YAWO, the CLIENT assumes the postponement of the collection period (as well as any additional costs).
f) full and correct loading and unloading address;
g) where applicable, the loading reference ("purchase order");
h) identification data (name/company name, full address, postal code, fiscal code/tax ID) and contact details (name and surname of contact person, position, address where he can be contacted, telephone, fax, email) of the sender or to the recipient (supplier or buyer – partner of the CLIENT);
i) if the goods are classified as dangerous goods, the product data sheet (MSDS) and the dangerous goods declaration (Shipper's Declaration) will be attached, as well as any other necessary documents, depending on its category;
j) the value of the transported goods;
k) special instructions (eg: method of loading/unloading, the need to use a forklift, straps required, stackability, parcel direction indications, special vehicle, tarpaulin truck, tarpaulin truck with side opening, etc.).
2.7 Also, at the first shipment, as well as whenever there are changes in these documents, the CLIENT will submit the following documents to YAWO:
- registration certificate,
- the VAT registration certificate and
- the EORI code.
2.8 Based on the form completed by the CLIENT, YAWO will send the CLIENT the Offer. The offer is expressed in foreign currency and/or lei, exclusive of VAT and is valid exclusively for the details of the goods as specified in the firm order sent by the CLIENT. The offer is valid for the limited period indicated therein.
2.9 The CLIENT will sign and stamp the Offer and return it by e-mail, within the deadline indicated by YAWO (failure to meet the deadline entitles YAWO to withdraw the Offer). At this moment the CLIENT transmits to YAWO:
- The offer drawn up by YAWO, signed and stamped by the CLIENT, without changes,
- commercial invoice of the goods,
- packing list.
2.10 When necessary (depending on the type of organized transport, its route, as well as the requests of the customs authorities) the CLIENT will provide YAWO with additional documents and information, such as:
- the translation of the commercial invoice, signed and stamped by the CLIENT, mentioning the country of origin of the products and a brief description of them,
- representation agreement,
- power of attorney for customs clearance,
- other documents required according to the type of transport: export license, certificate of origin, conformity, quality, MSDS, as applicable.
2.11 YAWO will not be responsible for the incorrect preparation of transport documents due to erroneous or missing information in the documents (commercial invoice, packing list, etc.) made available by the CLIENT or his agents, nor for missing documents (eg: missing import documents provided by law or requested by the authorities). YAWO has the right to verify the existence and correct preparation of the documents necessary for carrying out the transport operation, whether it is domestic or international transport (AWB, bill of lading, bill of lading, CMR, etc.).
3.1 YAWO will take the necessary steps to organize the transport and carry out related operations, according to the CLIENT's instructions, as agreed, as well as to protect his interests throughout the execution of the transport. YAWO also mediates related operations or accessories to the transport ordered by the CLIENT (handling, labeling, etc.) (customs formalities, goods insurance, etc.).
3.2 YAWO will comply with the CLIENT's instructions regarding the choice of the route and the means and methods of transporting the goods. In the absence of instructions or in the case of unclear or incomplete instructions, YAWO will choose, as a professional, the route, means and methods of transport, acting in the interest of the CUSTOMER, and the CUSTOMER accepts the effects of this choice. If YAWO asks the CLIENT for any confirmation regarding the choice of a certain element of any nature (means or method of transport, choice of carrier, special specifications, route, etc.), the CLIENT will respond as soon as reasonably possible, depending on the circumstances . If the CLIENT does not respond or responds later than the deadline indicated by YAWO or resulting from the circumstances, YAWO will be entitled to make the choice it deems in the interest of the CLIENT, and the CLIENT accepts the effects of this choice. In all cases, the CLIENT will respond to YAWO's requests as soon as possible depending on the circumstances (and in non-urgent cases, 24 hours will not be exceeded).
3.3 The CLIENT will indicate at the time of the Order all special instructions/specifications regarding the transport (fragility, prohibition of overlapping, type and requirements of packaging, special situations, transshipment conditions/prohibitions, etc.). CUSTOMER assumes responsibility for final selected shipping specifications. If special specifications are required, but the CLIENT does not communicate them to YAWO (or specifies them inaccurately, insufficiently or late), the CLIENT will bear the additional costs and/or damages caused. In all cases YAWO does not provide goods packaging services, unless the CLIENT has expressly requested and accepted YAWO's offer for this type of service.
3.4 The CLIENT will not request the transport of illegal or prohibited goods or for which there are legal provisions (national or international) that prohibit the import or export with the respective countries or otherwise restrict trade (examples: drugs, weapons, ammunition, materials or nuclear weapons , mercury).
3.5 3In the case of dangerous goods or bulky or what require controlled temperature or special authorizations or have other particularities , the CLIENT has the following obligations:
- will expressly inform YAWO of the particularities of the respective goods and of any special transport requirements
- YAWO will propose transport options, price, insurance, etc.
- the final version will be expressly approved in advance by the CLIENT
3.6 It is the CUSTOMER's responsibility to properly package and label the goods, communicate transport, storage and handling instructions and provide specific documents and authorizations.
3.7 The category of dangerous or special goods includes, but is not limited to, the following goods: batteries, magnets, liquids, powders, gases, flammable substances, etc.
3.8 In the event of non-compliance with the above obligations, the CLIENT is responsible for the damages and additional costs caused by YAWO (eg fines, civil damages, etc.).
3.9 The CUSTOMER will respect the weight and nature of the goods that he declared and is responsible for damages and costs caused by discrepancies between what was declared and reality, as well as for any additional costs.
3.10 The CUSTOMER is liable if he or his agents/partners provide inappropriate or incorrect information regarding the nature or particular characteristics of the goods and thus cause damage or additional costs.
3.11 YAWO will use the usual means at its disposal to choose the suitable carrier(s) to carry out the CLIENT's transport. YAWO can conclude contracts with carriers in all forms permitted by law (including verbal).
3.12 YAWO will contract the appropriate means of transport, whose capacity is sufficient and whose condition is suitable for the execution of the ordered transport. YAWO will ensure that the means of transport appears at the place, date and time indicated, according to the specifications in the CLIENT's firm order, respectively communicated by the CLIENT in good time beforehand (when they were not established in the order). The CLIENT will not intervene in the choice of third-party subcontractors (for transport or other services) by YAWO.
3.13 When the CLIENT orders transportation services that require a certain specialization/authorization, YAWO will choose carriers that meet such specialization/authorization requirements as specified by the CLIENT.
3.14 The CLIENT has the obligation to prepare and send YAWO on time, in full and in compliance with legal procedures and customs, all the documentation necessary for the transportation of the goods by YAWO.
3.15 When handing over the goods for transport, the CLIENT (or the person indicated by the CLIENT, who hands over the goods) must make available to the carrier/YAWO all additional customs, sanitary, fiscal and similar documents (such as, but not limited to: certificate origin, quality certificate, conformity certificate, product data sheet (MSDS), export license, representation agreement, authorization for customs clearance, etc.) necessary to carry out the transport, according to the law, international conventions and customs.
3.16 All documents will be drawn up correctly and completely, in accordance with the legal regulations regarding the goods in question (including international conventions).
3.17 The CLIENT shall bear all risks, damages and additional costs arising out of or in connection with the incorrect or incomplete or inaccurate or unenforceable or late preparation or transmission of the documents
3.18 The CUSTOMER has the option to insure the goods during transport. At the CLIENT's request or whenever deemed necessary, YAWO may present insurance options to the CLIENT. This insurance is negotiated separately from the price of the transport contract. The insurance is concluded at the expense of the CLIENT.
3.19 The CLIENT will comply with the conditions imposed by the insurer.
3.20 The parties agree that in all cases where YAWO has recommended to the CUSTOMER to insure the shipment (due to the value, the mode of transportation chosen, the carrier or other circumstances), but the CUSTOMER has chosen not to insure the shipment, the CUSTOMER shall bear the risk of all losses that may have occurred be prevented by concluding the insurance.
3.21 When the insurance is concluded, YAWO is not responsible for the fulfillment by the carrier of the conditions requested by the insurers.
3.22 If the packaging service offered by YAWO is not purchased, the following provisions apply:
3.23 CLIENT will be responsible for:
a) to pack the goods according to their nature and mode of transport ;
b) to communicate in detail to YAWO the instructions regarding the packaging conditions at the point of reception/receipt of the goods by the Carrier, with the obligation to always keep in mind the safety of the transport in question;
c) to visibly mark and label the goods so that they withstand transport operations;
d) use adhesive tape (preferably custom) to seal packages.
3.24 YAWO is not responsible for the actual condition of the goods inside the packaging.
3.25 YAWO will perform the necessary diligence for the carrier to ensure the counting and weighing of the goods, respectively the integrity of the packaging, as the case may be, when possible;
3.26 In the case of goods that are weighed or measured or counted in any terminal (airport or naval or railway or road hub), the CUSTOMER accepts that those weighing/measurements/counts carried out by the terminals are considered correct, and their results will prevail over the weighing/measurements/ counts performed by the CLIENT or the TRANSPORTER. In this case the CLIENT will pay the transport costs and other correlative costs according to the weighing/measurement/counting carried out by the terminal.
3.27 The CLIENT acknowledges that, in certain cases, transport and handling for transport may result in flattening or compression of the boxes or transported goods, and in this case the CLIENT will have no claim to the reduction of the price and transport costs.
3.28 YAWO has no obligation to check the contents of the packages in any way
3.29 When YAWO requests, the goods are received for transport only accompanied by the weight report, and YAWO can request at the place of destination to reweigh the goods.
3.30 In the case of goods with natural weight loss, possible weight differences placed within the normal limits of the nature of the goods do not lead to YAWO's fault (eg: frozen goods, goods that change their properties depending on temperature, humidity, etc.).
3.31 The CUSTOMER is responsible for the effects of his options regarding the packaging of the goods.
3.32 The CLIENT and his own supplier assume the risks of non-compliant, improper, inappropriate, deficient, insufficient, incompatible packaging with the goods or with the type and duration of transport.
3.33 If the packaging, due to its nature or for other reasons, causes damage to the means of transport or the goods inside it or other goods grouped together with the CUSTOMER's goods or additional costs, the CUSTOMER will be responsible for these damages and additional costs.
3.34 When damage to the packaging was brought to the attention of the CARRIER or the terminal or any other person, YAWO, at the CUSTOMER's expense,:
- will request the minutes or other relevant documents from the terminal (or, in the case of exports, from the agent at the destination),
- will request the information/photos from the carrier,
- based on them it will notify (i) in the case of imports, the contracted agent at origin and (through him) the Transport Line or (ii) in the case of exports, the Transport Line.
3.35 The CUSTOMER is responsible for damages and additional costs arising from problems with the packaging (missing packaging, insufficient packaging, defective packaging, inappropriate packaging) or in connection with the marking/labeling of the goods.
3.36 The CLIENT has the obligation to ensure the delivery, for collection by the carrier, of the goods under the agreed conditions for carrying out the transport (date, time, place, specifications, etc.). The CLIENT will pay the amounts generated by exceeding the times or not complying with the loading/unloading conditions.
3.37 The CLIENT will ensure the loading of the goods in the means of transport (including handling). The CLIENT will ensure that when loading the goods, the instructions of the driver of the means of transport are respected, in such a way that no dangers or problems are generated for the transport (eg the load on the axles or the way of arranging the goods in the means of transport must not endanger the goods; the integrity of the load must be ensured at all times). The CLIENT will not have requirements that lead to the violation of legal provisions or customs. Otherwise, the driver may refuse to load the goods, and the CUSTOMER remains liable for all damages incurred by the third-party supplier or YAWO (including fines and unrealized benefits, the cost of transportation and/or services not performed).
3.38 In the event that YAWO has expressly assumed responsibility for loading the goods, the CUSTOMER will communicate in detail the number and weight of the pallets/goods in order to manage the appropriate loading equipment. If on site the person in charge of loading from YAWO does not find the goods in the communicated pallet/packaging structure, YAWO has the right to refuse loading.
3.39 If the means of transport does not correspond to the CLIENT's specifications (e.g. technical faults, does not have the features or specifications requested by the CLIENT, etc.), the CLIENT will be able to request replacement with a suitable means of transport. If the inconsistency is generated by the CLIENT (he did not give sufficient specifications or sent them too late or in other such situations), the CLIENT assumes the additional time of executing the order, the additional costs of cargo handling, vehicle displacement, storage , delay penalties or other damages or additional costs that can be claimed by third parties or the recipient, etc..
3.40 The CLIENT understands that in certain situations (regardless of the type of air, sea, rail, road transport), YAWO does not have the possibility to make changes to the conditions of the Carriers, these being accepted by the CLIENT.
3.41 YAWO will inform the CLIENT about those situations and changes that require the CLIENT's decision (eg: situations that generate significant tariff changes in relation to those agreed in the Offer; route changes; unavailability of some carriers, etc.). In these situations, the CLIENT will respond in the shortest reasonable time possible, depending on the circumstances. If the CLIENT does not respond, YAWO will be entitled to make the decision it deems to be in the CLIENT's interest, and the CLIENT accepts the effects of this choice. In the situation where the CLIENT has been informed about a problem or any event that occurred during the transport regarding which (for reasons of additional costs, delays or other such reasons) the CLIENT must make a decision, but with all this the CLIENT does not respond, or responds later than the term indicated by YAWO or what results from the circumstances, YAWO will make the decision it considers in the interest of the CLIENT, and the additional costs (documented/proven) generated by the respective operation will be borne by the CLIENT . In all cases, the CLIENT will respond to YAWO's requests as soon as possible under the circumstances (and in non-urgent cases not exceeding 24 hours).
3.42 Depending on the circumstances, the legal representative of the CLIENT, respectively persons delegated by the CLIENT in the forms provided by law, will present themselves and participate when necessary, for example:
- at the request of customs;
- at the request of the terminal (for example for X-RAY).
3.43In situations where the goods have to be stored for a longer period of time or under conditions other than those established in the Offer, for any other reasons than YAWO's fault, storage costs and other ancillary costs will be invoiced to the CUSTOMER Non-limiting examples:
- when the CLIENT did not provide legal documentation on time or provided incomplete/erroneous documentation for customs formalities;
- when the goods addressed to the CLIENT are confiscated but remained under customs supervision in the warehouse;
- failure to provide in a timely manner the original transport documents that condition the release of the goods;
- when the CUSTOMER is late with the payment of debts or customs duties;
- when the CLIENT did not fulfill his obligation to pay the invoices issued by YAWO, etc. .
3.44 Amounts are calculated and due until the situation is fully resolved. Non-payment of costs by the CLIENT leads to the legitimate refusal of delivery by YAWO, without any damages owed to the CLIENT. These storage and other costs provided in this paragraph do not benefit from the maturity of the contractual payment term, being additional costs generated through no fault of YAWO, payable immediately.
3.45 If any events occur that cause a change in conditions or an increase in costs, without the direct fault of YAWO, (eg force majeure, fortuitous event, special weather conditions, non-fulfillment of obligations by carriers, authorities, customs or any other third parties involved in the performance of the contract ), YAWO will ask the CUSTOMER to decide on the available options. CLIENT will respond as soon as reasonably possible under the circumstances. If the CLIENT does not respond within the time indicated by YAWO or according to the circumstances, YAWO will be entitled to make the choice it deems in the interest of the CLIENT, and the CLIENT accepts the effects of this choice (additional costs and time).
3.46 The CUSTOMER will ensure the unloading of the goods from the means of transport (including handling) as well as the reception. The CLIENT has the obligation to ensure the fulfillment of the necessary conditions for the reception of the goods at the end of the transport (eg: personnel and equipment for unloading, transport vehicle access, etc.).
3.47 In general, the unloading and reception will take place directly between the Carrier and the CLIENT (or the consignee indicated by the CLIENT), without the presence of YAWO. When YAWO is not present, the CLIENT will ensure that at least 2 people are present at the download and that the download is filmed in detail. However, YAWO has the right to request to attend by representative at any reception.
3.49 Upon receipt of the goods, the CLIENT (respectively the CLIENT will ensure fulfillment by the Recipient) will have the following responsibilities:
a) will verify the identity, quantity and condition of the goods;
b) will count or, as the case may be, weigh the goods;
c) will fully complete the transport documents (CMR, PoD – Proof of Delivery, others) in at least 2 original copies, signed by both the recipient and the Carrier;
d) if he finds any kind of problems, he will make notes on the transport document (including legal reservations) and note any differences or problems (eg: partial losses, alterations, damages);
e) will notify YAWO immediately (same day) of any quantity or quality differences and communicate/send YAWO the following:
- a copy of the transport document with the notes from the reception (problems/differences),
- the report of receipt of the goods / receipt entry note and determination of differences.
3.50 In the event that the partial loss or alteration or damage could not be discovered upon receipt of the goods, the report of receipt of the goods / receipt entry note and determination of differences will be communicated within a maximum of 2 calendar days from the receipt of the goods. The CLIENT acknowledges that this term is mandatory as the applicable legislation provides that:
"Damages-interest can be requested only if the entitled person brought the destruction or alteration or damage to the attention of the carrier as soon as he discovered it, but no later than 5 days after receiving the good, and for perishable goods or live animals, not no later than 6 hours after receiving them.”
3.51 In the event of loss, alteration or damage, the CLIENT shall take any other measures that may be taken to ensure the preservation of the CLIENT's and YAWO's rights to claims and actions for the recovery of damages and additional costs (and shall ensure the fulfillment of these obligations by the recipient/authorized persons with the receipt of the goods, if there are other people than the CUSTOMER). Respectively: will film the unloading/opening/unsealing, draw up minutes, record, request precautionary measures, etc.
3.52 Failure to comply with these obligations makes any subsequent objections by the CUSTOMER, the recipient or the person authorized to receive the goods unenforceable against YAWO. Moreover, the CLIENT will bear the damages and additional costs that could have been avoided by complying with the obligations in this paragraph, even if they were caused by the carrier or other unknown persons.
3.53 In case of refusal of the goods by the recipient or in case of his absence, regardless of the reason, the CLIENT is obliged to bear the initial expenses, as well as the additional ones, carried out or engaged by YAWO or the carrier, as well as those caused by the refusal receipt of the goods by the consignee regarding the return or storage of the goods.
3.54 Unreserved acceptance by the CLIENT or consignee discharges both the carrier and YAWO from liability for partial loss or alteration or damage to the transported goods or for non-compliance with the transport term.
3.55 YAWO has the right to suspend the provision of services when the CLIENT does not pay the necessary costs or does not fulfill the assumed obligations.
4.1 The price and costs of the shipping services are those stipulated in the YAWO OFFER signed by the CLIENT. If, for reasons of urgency or for other reasons, such an Offer has not been signed by the CLIENT, the price is the one agreed in the correspondence between the Parties (email, internet messaging, WhatsApp, sms, verbal messages, acceptance of the YAWO Offer by the CLIENT without signing or any other means).
4.2 The CLIENT will pay the additional amounts/costs and damages resulting from situations that are not YAWO's fault ( taxes/surcharges, expenses, fines and payments made by YAWO or requested from YAWO in the name and/or on behalf of the CLIENT, including, without limit to, the following: customs duties, additional packaging costs, parking fees, various rentals, issuance of additional documents, storage, repairs, additional handling, insurance, additional costs regarding the storage and destruction of the goods in case of abandonment ), including, without was limited to, in the following types of situations:
- communication of incomplete, erroneous or late documents by the CLIENT;
- changes in size (volume, weight, etc.) or changes in the type (description) of the goods (from the moment of the CLIENT's firm order to the actual loading) (which may lead to a change in the price of transport or even to non-acceptance of the goods for transport);
- changes in rates by carriers (including if the carrier changes the price after YAWO has concluded a contract with the carrier on behalf of the CUSTOMER);
- abandonment of the goods by the CUSTOMER.
4.3 The CLIENT is responsible for the additional expenses caused by the decision of third parties involved in the organization and performance of the transport and related services ( airline/railway/naval, railway and maritime consolidators, road carriers (carriers), customs authorities) regarding the inspection of the goods (physical inspection, magnetic inspection) , X-ray, dangerous goods, etc.), additional documentary verification or other such legal requests by customs authorities, carriers, etc., over which YAWO has no control, , even if they were not included in the original offer.
4.4 CASA DE EXPEDITIII will issue the invoice for the shipping, transport and related services, both in foreign currency and in lei. Payment amounts that have been agreed in foreign currency, but are paid in lei are subject to currency risk - thus, YAWO makes payments in foreign currency to carriers and other third parties at the time of concluding the Contract (or later, but before receiving the corresponding amounts from CLIENT). YAWO recovers the amounts from the CLIENT after a period of time. Therefore, YAWO has currency risk arising from the exchange rate difference between the amount paid by YAWO for the CLIENT and the amount recovered by YAWO from the CLIENT. In all these cases, the amount in lei from the YAWO invoice issued to the CLIENT will be calculated at the BNR exchange rate on the day the invoice is issued, to which is added a currency risk commission with the amount as established in the Special Conditions agreed with the CLIENT.
4.5 The invoice is sent to the CLIENT by electronic means to the email address indicated by him, and if the CLIENT does not specifically indicate an email address for sending invoices (or general), it is sent to the address from which the CLIENT negotiated or sent Order or Offer (including it can be sent by e-mail, internet messaging, WhatsApp, sms).
4.6 Payment of invoices can be made by the CLIENT within the term established by the Special Conditions, through the following payment methods:
a) bank transfer that must credit the YAWO account at the latest when the goods are unloaded;
b) payment instrument in the form of a promissory note / check sheet that must be sent to the SHIPPING OFFICE, in the original, before the goods are unloaded. Prior to the communication of the original payment instrument, it will be sent by email/fax to the SHIPPING OFFICE to verify the compliance of its completion;
c) other methods agreed by mutual agreement and established by Special Conditions.
4.7 The CUSTOMER understands that if he does not comply with these payment conditions, respectively if the amounts are not in the YAWO account at the latest at the time of unloading or at the due date, YAWO will have the right to retain the goods until the payment conditions are met, and the CLIENT will not be entitled to claim any kind of damages for this retention.
4.8 4.8 Costs to be paid in advance: the CLIENT will pay in full, prior to the release of the goods at their destination, all costs associated with the transport, including: storage, detention (detention, demurrage - regarding the containers), stationary and displacement of the truck/means of transport, assuming any consequences of his lack of involvement and non-payment of these costs on time. With regard to these amounts that must be paid at various times before reception (eg: additional costs generated by the fault of the CLIENT or its partners or derived from the conditions in which the Transport Lines operate in the container terminal; in any other cases where objective the existing logistic conditions conditions the release of the containers on the prior payment of amounts that are closely related to those containers, the CLIENT cannot rely on the contractual payment term and has the obligation to pay in advance.
4.9 Payment is due to YAWO including:
- in respect of amounts imposed by third parties or authorities in connection with carriage and
- including when the goods have been totally or partially confiscated by the authorities or detained by third parties (customs control and/or situations regarding the non-compliance with the intellectual, commercial, industrial property rights of brands or other types whose owner is a third party in relation to the contractual relationship between Contracting Parties).
4.10 Payment of invoices can be made by the CLIENT in the bank accounts mentioned in the Special Conditions.
4.11 Any payment is considered to have been made at the time the amount is recorded in YAWO's bank account.
4.12 If the payment is not made by the set deadline, the CLIENT owes the SHIPPING HOUSE penalties of 0.2% of the late payment amount for each day of delay. In the case of payment delays of more than 30 days, the CUSTOMER owes the SHIPPING COMPANY penalties of 1% of the amount of the late payment amount, for each day of delay, starting with the 31st day of delay. In all cases, the amount of the penalties may exceed the amount of the debit on which they are calculated.
4.13 In the event of non-compliance with the payment obligation within the agreed due date, the CLIENT will be legally in arrears without fulfilling any prior formality, by simply meeting the deadline (art. 1523 paragraph 1 of the Civil Code).
4.14 Any invoice issued by CASA DE EXPEDIțII and sent to the CLIENT by email or other written means, in relation to which the CLIENT has not responded within 2 (two) working days, is considered recognized and accepted for payment by the CLIENT.
5.1 If the CLIENT withdraws or cancels the Order after the Offer has been signed or accepted by the CLIENT, the CLIENT shall owe:
a) all amounts of any nature (costs, taxes, tariffs, etc.) already paid or only owed by YAWO to third party providers or contracted with them in connection with the Order (carriers, insurers, etc.), including, but not limited to
(i) relocation costs (the costs paid or owed by YAWO to the carrier for the movement of the means of transport to and from the pick-up address – cancellation of the order means that the transport is no longer carried out, but the costs to the carrier remain due);
(ii) stationary costs;
(iii) airline/rail/ship cancellation costs (for example most airlines have the following cancellation costs policy:
”No-show/cancellation fee applicable to all transports:
- less than 72 hours in advance, 25% of shipping costs;
- less than 48 hours before, 75% of shipping costs;
- less than 24 hours in advance, 100% of shipping costs”.
(iv) equipment rental costs (different types of containers or means of handling).
b) Direct or indirect operational costs incurred by YAWO;
c) an amount equal to 10% of the total amount owed by the CLIENT as stipulated in the Offer.
5.2 Amounts paid/owed to third parties by YAWO are proven by YAWO by presenting documents that indicate the existence of the respective operations and costs (minutes, calculation notes, etc.) - however, they will not detail the costs owed or paid by YAWO, which are confidential through the relationship with the suppliers his; the costs taken into account for such recoveries in case of cancellation are those in the offer.
5.3 The YAWO offer may detail how the withdrawal/cancellation of the Order is sanctioned, and in this case the CLIENT will pay the amounts thus indicated.
6.1 The CLIENT understands that the activity of the YAWO shipping company has a high degree of complexity and depends on numerous external factors (suppliers, carriers, customs authorities, etc.). For this reason, YAWO's liability will be limited in accordance with the provisions of this chapter. The CLIENT accepts that YAWO enters into a contract with the CLIENT only to the extent that the limitations of liability are accepted by the CLIENT . .
6.2 YAWO is responsible in accordance with the legal provisions in force, regarding damages caused to the CLIENT's property, with the exceptions of this chapter. For damages caused to the CLIENT through imprudence or negligence, YAWO is only liable within the following, cumulative limits (limitation of liability clause):
a) YAWO is responsible for damages caused exclusively by YAWO;
b) by agreement of the parties, YAWO's liability is conventionally limited within the same limits as those established in favor of carriers according to domestic legislation and international conventions, applicable to the respective transport. These limits, for example, are currently established by the following normative acts:
(i) Air transport - Convention for the unification of certain rules regarding international air transport, adopted in Montreal on 28.05.1999, to which Romania acceded through Government Ordinance no. 107/2000, and related legislation;
(ii) Rail transport – Convention on International Carriage by Rail (COTIF); Government Ordinance no. 7/2005 for the approval of the Regulation on transport on railways in Romania and the Regulation on transport on railways in Romania for transport in domestic traffic;
(iii) Maritime transport – The United Nations Convention on the Carriage of Goods by Sea, adopted in Hamburg on 30.03.1978 ("Hamburg Rules"), to which Romania acceded by Decree no. 343/1981;
(iv) Road transport - Emergency Government Ordinance no. 27/2011 on road transport, the Convention relating to the contract for the international carriage of goods by road (CMR), the Customs Convention relating to the international carriage of goods under the cover of TIR carnets and related legislation; Regulation (EC) no. 1.071/2009 of the European Parliament and of the Council of 21 October 2009 establishing common rules regarding the conditions that must be met for exercising the occupation of road transport operator and repealing Council Directive 96/26/EC, Regulation (EC) no. . 1.072/2009 of the European Parliament and of the Council of October 21, 2009 regarding common rules for access to the international road transport of goods market.
Consequently, in no case will YAWO pay sums representing damages or compensations that would exceed the limits provided in any normative acts and conventions in force that limit the liability of the carriers (the limits being applicable, by this convention of the parties, to the damages/compensations that may be owed by YAWO, although it is not a carrier).
6.3 6.3 For any damages caused by third parties (eg authorities, transport lines, carriers, service providers, airline, rail and sea consolidators, road carriers (carriers), terminal handlers and/or other intermediaries, authorities, etc. ), The parties hereby agree as follows: The CLIENT will take direct action against third parties causing damages. When necessary, YAWO will assign to the CLIENT the contractual rights (from the contracts entered into by YAWO with third parties) so that the CLIENT can take action (in court or otherwise) against the subcontracted third parties. The CUSTOMER has no right to take action against YAWO.
YAWO is not responsible, neither contractually nor in tort, for any kind of damages (damages, damages, etc.), of any kind, caused by third parties (authorities, etc.).
6.4 Any damages that may be determined to be charged to YAWO cannot exceed the value of the shipment of the goods, without other damages or interests of any kind.
6.5 YAWO is only liable for direct, actual damages (YAWO is not liable for any kind of indirect damages), i.e. exclusively in relation to lost/destroyed/damaged goods.
6.6 All other types of damages, losses or damages (apart from those direct and limited to the values indicated in normative acts and conventions and within the limits of the clauses of these contractual conditions) are excluded (including, but not limited to: indirect damages, unrealized benefits or benefits , interest, income, future business, turnover, investment plans, negotiations, production, markets, auctions, opportunity, its reputation ), even if the risk of such loss or damage was brought to YAWO's attention before or after approval of the Order.
6.7 YAWO is exempt from liability when the loss or damage of the goods is caused by: force majeure, missing or defective packaging, problems caused by the nature of the goods or lack of information regarding the nature or particularities of the goods, defective loading - unloading performed by the CLIENT or the CLIENT's partner (shipper/ consignee), the fact of the accompanying goods.
6.8 In all cases, the transport term indicated by YAWO in the offer or any other document is an indicative estimate - WPAGW (" weather permitting all going well" - if the weather permits and everything proceeds normally ). YAWO does not guarantee a cut-off date of arrival and the goods will be transported within a reasonable time – YAWO will not owe any compensation for delay in transport. EXCEPTION: For time critical air transport services : respectively Charter and On-Board Courier, for which a mandatory term of execution of the transport has been expressly agreed upon, the CLIENT will be able to request compensation, but only under the condition and after a written notification addressed in this YAWO purpose, within 24 (twenty-four) hours from the moment the shipment arrives at its destination.
6.9 YAWO is exempt from liability in all cases where a person appointed by the CLIENT or the CLIENT's partner (shipper/consignee) accompanies the goods during transport.
6.10 YAWO will not be liable in any way if:
a) in relation to the goods transported at the CLIENT's order, the authorities take measures that cause damage (confiscations, sequestrations, etc.);
b) the damages are due to acts or acts of the CLIENT, the sender or the recipient, or the instructions given by one of them;
c) the goods cannot be counted/inspected due to the packaging or the nature of the goods;
d) containers/packages cannot be released from the transport terminal for reasons communicated by the terminal and/or the shipping lines, regardless of whether or not the generating situation is of the nature of a case of force majeure or a fortuitous event. YAWO will prove that it has taken reasonable measures at its disposal to resolve the situation;
e) the goods are shipped under an inappropriate, inaccurate or incomplete name even though the respective goods are excluded from transport or admitted to transport only under certain conditions or the sender does not comply with the safety measures provided for certain types of goods;
f)the damages are caused as a result of natural events inherent in the transport in open vehicles, if, according to the provisions of the special law or the contract, the good must be transported in this way;
g) the damage is caused by the nature of the goods transported (losses or damage through crushing, breaking, rusting, spontaneous internal alteration and the like);
h) damages are caused by loss of weight, whatever the distance traveled, if and to the extent that the goods transported are among those which by their nature suffer, usually, by the simple fact of transport, such a loss;
i) the object of transport is live animals;
j) in any other circumstance provided for by special law.
6.11 The CLIENT is responsible for the effects of acts, actions and omissions of suppliers (including those from whom YAWO receives the goods), collaborators, employees, customers, recipients of the CLIENT.
7.1 The Parties shall maintain the confidentiality of all information and documents brought to the attention of the other Party and marked in writing by the other Party as confidential. Maintaining confidentiality is mandatory for a period of 1 (one) year from the termination of the contract.
7.2 Furthermore, the Parties shall cause any employees, collaborators or other persons to whom the Party discloses confidential information to maintain such confidentiality. Party is responsible for unauthorized disclosures caused by such third parties.
7.3 The following information is not confidential information:
a) Information that was known by the Parties before it was received from the other Party (and such prior knowledge can be proven);
b) Information received by the Party from a third party, in the situation where the receiving Party has no reason to suspect that the information was obtained by the third party illegally;
c) Information that becomes public through no fault of the Party receiving it;
d) Information that the Party is legally required to disclose to the authorities under applicable laws and regulations, provided that the Party notifies the other Party as soon as such disclosure becomes necessary.
7.4 In case of failure to comply with the obligations, the party at fault will owe compensation in accordance with the provisions of Romanian legislation.
8.1 The parties agree to the following ways of terminating the Contract:
a) The parties determine by mutual agreement the termination of the Contract;
b) by unilateral termination: The Parties establish that the Party that does not perform properly or does not perform its obligations on time is in default. The creditor of the obligation not executed on time or improperly executed can declare the termination (as the case may be, the resolution) of this contract through a notification sent to the other Party (without other formalities and without the intervention of the court), for the following reasons (the provision of the obligations whose non-execution triggers the resolution): non-compliance the provisions of ch. II, III, IV, V, VI, VII, VIII, IX, X, XI, XII. In all cases where cure of the breach is possible, the Party sending the termination notice will allow a reasonable time to cure, depending on the circumstances. However, in cases where the non-performance has as its object the payment of an amount of money (eg: amounts intended for carriers, amounts for taxes, amounts owed as the price of the contract between the Parties), the injured Party can immediately declare the termination. Termination will take place on the date indicated in the notice sent to the at-fault Party (which may include the date of notice);
c) in case of force majeure.
8.2 The parties agree that, in case of termination of the contract in the manner provided for in art. 8.1. LIT b) from this contract, due to the CLIENT's fault, all the CLIENT's payment obligations, even if not due at the time of termination, can be declared due in advance by the SHIPPING OFFICE, the CLIENT expressly recognizing their definite, liquid and enforceable character , as well as the right of the SHIPPING HOUSE to claim in advance and immediately their payment and/or the right of the SHIPPING HOUSE to enforce the withheld guarantees.
9.1 Complaints against the SHIPPING HOUSE can be made within 24 hours (one working day). The 24-hour period starts from the day of delivery of the goods to the destination or, if the delivery has not taken place, from the date on which the deadline for the execution of the transport agreed by the Parties and expressly accepted by the FOREIGN COMPANY is fulfilled or from the deadline for execution that results from other circumstances.
9.1 YAWO may change these terms and conditions at any time. Changes will not be able to view orders in progress. The CLIENT understands and accepts that he has the obligation to verify at the time of the order, that he has the version of the terms and conditions that apply to the respective order: the version is specified in the "Shipping Contract - Special Conditions" document.