GC STA Logistic AG valid from September 01, 2020
STA Logistic AG (hereinafter referred to as – the Forwarder) is the company with its principal office in Limmatquai 72, 8001 Zurich, Switzerland standing for and incorporating its head office in Switzerland. The purpose of the GC of STA Logistic AG is to supplement the provisions of the Swiss law and international legislation governing freight forwarding services.
By the Customer’s order the Forwarder undertakes obligation to organize transportation of goods by sea in containers or in bulk, by rail, air or road and/or perform other logistic services. For order execution the Forwarder subcontracts logistic providers, namely carriers, customs agents, warehouses etc.
The Client in turn undertakes to pay the services rendered by the Forwarder.
Agreements whose terms differ from the General Conditions (GC) may be concluded.
Conditions of the service provision are to be agreed by the Parties in orders. A Client‘s order is an integral part of the present agreement. In case of discrepancies in interpretation of terms of the agreement the terms set out in the order shall prevail.
The Client’s request for cargo delivery and other logistic services is transmitted via e-mail from the Client’s domain to the Forwarder’s domain.
After examination of the request, the Forwarder replies with an offer, including terms on which the Forwarder is ready to perform the requested service.
The Client’s electronic consent of such an offer is accepted by the Parties as the order.
The first order of a new Client with all agreed terms shall be sent to the Forwarder via e-mail, signed and stamped by the Client.
The freight rate agreed in the order can be changed if the actual parameters of the cargo and /or the route of transportation differ from those specified in the order. The final freight rate for rendered services is indicated in the invoice.
Correspondence with the agreed domain names has full legal force and can be used as evidence in a court.
The Parties are guided by the rules which are in the international conventions that regulate the rules of transportation on the specific type of transport where the case of dispute occurred:
— Road transportation – the Convention on the Contract for the International Carriage of Goods by Road (CMR Convention), Geneva 1956 and the Protocol to the CMR Convention dated 05.07.1978; the Customs Convention on the International Transport of Goods under Cover of TIR Carnets (TIR Convention, 1975); European Agreement Concerning the International Carriage of Dangerous Goods by Road (ADR).
— Sea transportation – convention within the bounds of which the Bill of Lading was drawn.
— Railway transportation – Convention of International Carriage by Rail (COTIF); Agreement on International Goods Transport by Rail (SMGS).
— Air transportation – the Warsaw Convention for Unification of Rules Related to the International Air Transportation 1929; Montreal Convention for the Unification of Certain Rules for International Carriage by Air 1999.
When none of these conventions can be applied to the relations between the Parties, the Law of the Swiss Confederation shall be applied.
Obligations of the Client
The Client is obliged to:
— Observe the terms (e.g. free time) of loading/unloading and customs formalities procedures fixed in the Appendix or agreed by the Parties in the order.
— Secure the cargo inside the container or vehicle and to fix it in a such a way to prevent cargo and its packing from shifting, damage, container or vehicle damage, soiling, load lifting accessories, and other property of third parties from damage within transportation, reloading and storage.
— Be responsible for actions (and inaction) of the consignor, consignee and other third Parties who the Client has agreements with.
— Provide proper and sufficient packing in line with terms of the order to ensure safety of the goods during transportation, reloading and storage.
— Confirm a freight rate increase in writing if the actual volume of cargo accepted for transportation exceeds the volume indicated in the order.
— In case of discrepancies and on request of the Forwarder, to provide the latest with clear written instructions on subsequent actions within an hour from the request.
In a case of absence of such instructions in due time the Forwarder has a right to act at his discretion in the interests of the Client. The Client is deprived the right to present a claim to the Forwarder’s acts or their consequences in such a case.
Obligations of the Forwarder
The Forwarder is obliged to:
— Inform the Client in writing about the circumstances during the transportation of the cargo influencing the total cost and terms of delivery.
— Provide the Client with the actual information on progress of transportation according to the requirements of the Client stipulated in the order.
— Ensure safety of the transported cargo.
— Protect personal data about employees, partners and other representatives of the Client which was obtained during the interaction with the Client, according the General Data Protection Regulation 2016/679, adopted by the European Parliament on December 17, 2015.
Right to Retain the Cargo
The Forwarder has the right to retain the cargo in case there are any of the Forwarder’s invoices that have not been paid on time by the Client. The cargo can be retained until all the Forwarder’s invoices are paid by the Client.
The Client shall pay all the expenses associated with the cargo retention.
The Forwarder shall arrange cargo insurance at the express written request of the Client.
The Client is liable for his own errors and omissions and for those of his sub-contractors, in particular in respect of all consequences arising from:
— Improper or insufficient packing for the agreed transportation.
— Incorrect, inaccurate or missing information in the order, on the packing or on the goods for shipment.
— Absence or delayed submission of the necessary documents.
— Demurrage and/or detention of the vehicle or container not by fault of the Forwarder.
The Client compensates the caused damage in the full amount.
The Forwarder is liable to his Client for carefully carrying out the order.
Limitation of Liability
The Forwarder is liable for damage, partial or total loss of cargo during transportation, unless the Forwarder proved his faultlessness, to the extent not exceeding the liability of the shipper, according to international convention, which regulate the transportation by the certain type of transport.
The Forwarder will not be deemed liable for cargo damage or loss if at the cargo acceptance the Client or its authorized agent discovers a cargo deficiency or damage without any visible damage of the external packaging.
The Forwarder will not be deemed liable for cargo damage or loss in case of investigation proceeding of supervisory government bodies, confirmed by an act or a protocol.
Rendered services and additional expenses, if any, are to be paid by the Client within 21 calendar days from the Forwarder’s invoice date.
Payment currency: EUR, USD, if other currency is not agreed by the Parties.
A copy of the Forwarder’s invoice sent to a specified e-mail address of the Client is equal to the original invoice and has the legal force of the original. Further provision of the original invoice is not required.
In case of non-SEPA payments, the Payer has to use «OUR» payment instructions. Thus, all bank expenses are to be borne by the Payer.
In case the Forwarder is requested to pay back the advance payment for the cancelled order, the bank expenses for such payment is to be borne by the Client.
Any claim of the Client is not considered by the Parties as a reason for non-payment of the Forwarder’s invoices on time.
The fact of fulfillment by the Client of his payment obligations is defined by the receipt of money in full to the Forwarder’s account.
The Parties control outstanding invoices monthly through verification of a Statement of Accounts.
Delay in Payment
In a case of untimely payment of freight charges, the Client shall pay to the Forwarder a penalty fee in the amount of 0,1 % from the delayed sum for each day of delay in a case of delinquency.
All disputes and differences which may arise out of or in connection with the present agreement will be settled by means of negotiations and correspondence in business manner cooperation and assistance. The Party which received a claim must consider it and let the claimant know in written form about satisfaction or rejection of the claim within 30 calendar days from the day when the Party received the claim.
Place of Jurisdiction
In case of occurrence of disputes or disagreements which can arise from the present agreement or in connection with it, the Parties will aspire to their settlement by means of negotiations or correspondences. If the Parties do not come to the consent all disputes are subject to the settlement in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules.
The number of arbitrators shall be 1 (one).
The seat of the arbitration shall be Zurich.
The arbitral proceedings shall be conducted in English.
The applicable law of the Swiss Confederation.
Neither Party shall bear responsibility for the complete or partial non-performance of its obligations, if the non-performance results from such circumstances as flood, fire, earthquake and other acts of God as well as war, military operations, blockade, road accidents that occurred not through the fault of a third party which was involved in transportation by the Forwarder, acts or actions of state authorities or any other circumstances beyond Parties’ control that have arisen after the conclusion of this Contract.
In the event that either Party is unable to perform its obligations under this Agreement, it shall give an immediate notice about it to the other party and not later than 3 working days since the beginning of such circumstances. The information on the Force-majeure must be confirmed by competent authority of the country of occurrence of the Force-majeure.
In this case, such Party shall be granted an extension of time, equal to the time lost due to the circumstances and their consequences. If the affected Party fails to inform the other Party of the occurrence of a Force-majeure event, then such Party thereafter shall not be entitled to refer to such events as “Force-majeure” as a reason for non-performance.
In case the Force-majeure circumstances influence the fulfillment of obligations, the time of fulfilment is extended correspondingly to the period equal to the duration of such circumstances and their consequences.
The GC of STA Logistic AG have been drawn up in English and may also be translated into other languages. The English version shall be deemed to be the binding text.