General terms of service

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF FREIGHT FORWARDING SERVICES OF “ARIJUS”, UAB

I. APPLICATION
1.1. The general terms and conditions of provision of freight forwarding services of “Arijus”, UAB (hereinafter referred to as the Forwarder) (hereinafter referred to as the Terms) apply to all orders submitted to the Forwarder, concluded contracts and other agreements, as well as to all offers submitted or services provided by the Forwarder, regardless of what specific Services are provided to individual Service Recipients, if the Client has been informed about the application of these Terms and Conditions.
1.2. Based on the provisions of these Terms and Conditions, orders concluded by e-mail or information technology means are considered to have the same legal force as contracts concluded in writing, except in cases where the law requires the contract to be concluded in writing.
1.3. If there are any discrepancies between the terms and conditions specified in these Terms and Conditions and the terms and conditions specified in the Agreement, the terms and conditions specified in the Agreement shall prevail.
1.4. These Terms and Conditions shall apply to the extent that they do not conflict with the requirements of legal acts. Deviations from these Terms and Conditions shall only apply if such deviations are expressly approved by the parties in writing.
1.5. By placing an order or concluding an Agreement, the Customer confirms that he has read and agrees to these Terms and Conditions.

II. DEFINITIONS
2.1. Forwarder – “Arijus”, UAB, “Kontransa”, UAB, Arijus Logistics SIA, Arijus Logistics BV, Spz.oo Kontransa or any other company belonging to the group of companies.
2.2. Customer – any legal entity submitting an Order or concluding an Agreement for the provision of services specified in Part III of these Terms.
2.3. Contract – any contract for the provision of forwarding services concluded between the Forwarder and the Client. In certain cases, if this does not contradict applicable laws, the conclusion of the Contract may also take place in another form, for example, when the Client and the Forwarder agree on the basic terms of services by e-mail or in another way. The Contract consists of the Order and these Terms, unless the parties have agreed otherwise.
2.4. Order – a document submitted to the Forwarder by the Client via e-mail, information technology means, etc., which specifies specific information about the specific services ordered by the Client. The order is considered accepted and enforceable when the parties agree on all details of the provision of services and the Forwarder confirms this to the Client. In the order, the Client indicates the necessary cargo data, loading, dispatch and destination points, transportation method, the need for cargo insurance, terms of service performance, and other conditions.

III. OBLIGATIONS OF THE PARTIES
3.1. The Client instructs, and the Forwarder undertakes, for a fee, to provide the Client with cargo transportation organization services and perform other related actions at the Client’s expense.
3.2. The Parties agree to provide for the conditions of transportation of a specific cargo in an order, which may be submitted by electronic means of communication and is an integral part of this contract.
3.3. Rights and obligations of the freight forwarder:
3.3.1. performs all actions related to the transportation of cargo and/or the organization of transportation in accordance with the terms agreed in advance with the Client;
3.3.2. informs the Customer about the location of the cargo throughout the cargo transportation route;
3.3.3. carries out the Client’s instructions provided for in clause 3.4.5 of these Terms and Conditions;
3.3.4. has the right to unilaterally determine the procedure for payment of fees if the Client violates this agreement;
3.3.5. insures its civil liability for an amount not less than EUR 500,000;
3.3.6. compensates the Client for damage resulting from non-performance or improper performance of this contract. If this contract was violated due to non-performance or improper performance of the contract of carriage, the Forwarder’s liability to the Client is determined in accordance with the same rules according to which the carrier is liable to the Forwarder.
3.4. Client’s rights and obligations:
3.4.1. provides the Forwarder with documents and information about the properties of the cargo and its transportation conditions, as well as other information necessary for the Forwarder to properly fulfill its obligations under this contract;
3.4.2. ensures that the cargo is properly prepared, packed and secured, except in cases where this is instructed in writing to the Forwarder;
3.4.3. pays the Forwarder the fee agreed upon by the Parties for the transportation of the cargo and/or the organization of transportation;
3.4.4. in accordance with the procedure established by these Terms and Conditions, compensates the Forwarder for additional costs incurred in the performance of the Agreement or Order. Additional costs may include, among others, costs related to unforeseen delays, detentions, storage, special handling requirements, increased or additionally applied fees by actual carriers, compliance with changes in legal acts and any other circumstances beyond the control of the Forwarder, which the Forwarder confirms with documents;
3.4.5. provides the Forwarder with instructions for the storage, loading, transportation and preservation of perishable cargo and cargo whose special properties may cause damage to other cargo, people or the environment;
3.4.6. is responsible for the accuracy of the data provided in the cargo documents and compensates for losses incurred by the Forwarder due to the fact that the Client provided inappropriate, incorrect or incomplete documents or information;
3.4.7. if the freight has not been delivered on time or the containers or vehicles provided have not been used, the Freight Forwarder shall pay a fine of EUR 150 for each delayed day or unused container or vehicle, unless this has occurred due to force majeure, termination or restriction of freight transportation on certain routes in accordance with the procedure established by transport laws or in other cases provided for by transport codes or other laws;
3.4.8 . The person filing the claim does not have the right to withhold payment of the claim amount until the final settlement of the claim.

IV. GENERAL PROVISIONS ON THE LIABILITY OF THE PARTIES
4.1. The Parties shall be liable for failure to fulfill the obligations provided for in these Terms and Conditions and/or the Agreement in accordance with the procedure established by these Terms and Conditions and/or the Agreement and/or the laws of the Republic of Lithuania.
4.2. If the Order, the Agreement or these Terms and Conditions have been violated due to the failure to perform or improper performance of the carriage contract, the Forwarder’s liability to the Client shall be determined in accordance with the same rules under which the carrier is liable to the Forwarder.
4.3. The Party, due to whose actions and/or omissions the other Party suffers losses, must compensate the other Party for all direct losses incurred by it, unless otherwise provided for in individual clauses of these Terms and Conditions and/or the Agreement.
4.4. The Forwarder is released from the performance of its obligations if the Client fails to perform the obligations assumed under these Terms, the Agreement and/or the Order.
4.5. Orders that involve the carriage of goods by road are subject to the Convention on the International Carriage of Goods by Road (CMR) and the rules for compensation for damage to the goods established therein.
4.6. Upon termination of the Agreement or its expiration, financial obligations shall remain in effect until full payment for the services provided.

V. PAYMENT TERMS AND PROCEDURE
5.1. The amount of the fee for the services and the payment procedure are determined in the Order.
5.2. Payment for services is made by transfer to the bank account specified by the Forwarder.
5.3. The payment is made from the moment the money is credited to the account specified by the Forwarder.
5.4. If the Customer fails to pay on time, he/she shall pay interest of 0.02% of the unpaid amount for each day of delay.
5.5. Failure to fulfill a monetary obligation within the established deadline is a material breach of these Terms and/or the Agreement.

VI. OTHER CONDITIONS
6.1. Any disputes, disagreements or claims arising from or related to these Terms and Conditions and/or the Agreement shall be resolved through negotiations between the parties. If the parties fail to resolve the disputes through negotiations, they shall be resolved in court at the location of the Forwarder or the Client at the choice of the party filing the claim with the court.
6.2. These Terms and Conditions and the Agreement are governed by the law of the Republic of Lithuania.
6.3. The Parties undertake not to distribute or disclose confidential information to third parties without the prior written consent of the other party and also not to use it for purposes not related to the performance of obligations under the Agreement. For a breach of this obligation, the Party that has breached it must compensate the other party for direct losses incurred as a result. Disclosure of such information to state institutions, when required by law, to the parties’ lawyers, auditors, consultants or other employees, insofar as it is related to the proper performance of the Agreement or its individual terms, is not considered a breach of confidentiality obligations. The Parties ensure that all persons appointed to provide Services under the Agreement will comply with the confidentiality obligation and undertake to compensate for all direct losses arising from the disclosure of confidential information by such persons.
6.4. The confidentiality obligation is valid for the entire period of validity of the Agreement and indefinitely after the expiration of the Agreement, unless otherwise provided in the Agreement.
6.5. The Parties are aware that, in the legitimate interest of the Contracting Party, they process the personal data of their employees, agents or other representatives (name, surname, workplace, position, telephone number, e-mail address) transferred to each other for the purpose of maintaining commercial relations with these persons for the performance of this Agreement.
6.6. The Client represents and warrants that:
6.6.1. The Client (or any of its subsidiaries or related companies or its (ultimate) beneficiaries) is not and will not be:
(i) subject to any economic, financial or trade sanctions or embargoes of the United States, the European Union, the United Kingdom, the United Nations or other temporary economic, financial or trade sanctions or embargoes;
(ii) named, identified or described on any blocked persons list, specially designated nationals (SDN) list, prohibited persons list or other official list of persons with whom persons of the United States, the European Union, the United Kingdom or the United Nations, or persons otherwise subject to the jurisdiction of the United States, the European Union, the United Kingdom or the United Nations, are prohibited from doing business, including, without limitation, restricted persons lists published or maintained by (a) the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), (b) the U.S. Department of Commerce, (c) the U.S. Department of State, (d) the European Union or (e) Her Majesty’s Treasury; or
(iii) owned, controlled or acting on behalf of any person described in (i) or (ii);
6.6.2. The Customer’s cargo and its transportation do not violate any applicable local or international laws and regulations and applicable sanctions.