I. SCOPE
SC RARA INVEST SRL
- provides Logistics Services according to the Logistics Services Agreement;
- provides Transport Services to the Client based on the Transport Agreement and Transport Orders
II. PURPOSE OF SERVICES
1. SC RARA INVEST SRL provides logistics services, as follows:
1.1. Unloading, receiving / loading of the Beneficiary's products into / from trucks (means of freight transport) and their delivery to its beneficiaries;
1.2. Handling of the Beneficiary's products in the warehouse of the Logistics Services Provider;
1.3. Storage of the Beneficiary's products in the goods rack area, inside the warehouse of the Logistics Services Provider;
1.4. Preparation of orders in accordance with the delivery instructions from the Beneficiary, as specified in the delivery order;
1.5. Labeling, packaging, wrapping of the Beneficiary's products;
1.6. Inventory management (WMS) and documents, reports, preparation and administration of documents for the Beneficiary's product inputs and outputs
2. SC RARA INVEST provides Goods Transport Services for the BENEFICIARY, on the routes requested by the client. The transport relationships that are the subject of the transport contract are detailed in Annex 1, attached to the transport contract and which is an integral part thereof. This contract also applies to transports carried out by the PROVIDER at the BENEFICIARY's order based on a written order and accepted by the PROVIDER IN WRITING and which are not documented in the annex (single requests). For these transports, the specific data of the relationship will be agreed separately by e-mail, messages. The PROVIDER undertakes to carry out the transports on the mentioned routes whenever requested, the date and time of loading being established by the BENEFICIARY and transmitted through one of the means of communication mentioned above.
III. CONDITIONS FOR RECEIVING THE GOODS
1. SC RARA INVEST SRL undertakes to take over the goods in good conditions.
2. SC RARA INVEST SRL undertakes to check the loaded goods and to anchor them properly.
3. The packaging of the goods falls within the BENEFICIARY's responsibilities.
4. The drivers' waiting time for loading is 3 hours. After this period, the BENEFICIARY is considered to have not respected the drivers' work schedule, and the penalties will be calculated based on the time lost and a delay in unloading the goods will also be calculated.
5. The cargo will be picked up according to the weekly or daily schedule that we receive by e-mail from the client. Loading times must be announced at least one day in advance. If the planned loading times are not respected, the unloading time will be changed.
IV. TRANSPORT AND DELIVERY CONDITIONS
1. The time required to arrive with the cargo for all routes covered by this contract is 3 days (72 hours), but if urgent transport is requested for some of the goods, they will be invoiced at a special rate, other than the agreed one, depending on the availability of trucks, drivers and the period in which they are executed. For urgent transports, there is a possibility that they cannot be fulfilled in a shorter time, if they overlap with public holidays, traffic
restrictions, disasters, queues at customs or checks carried out by the authorities, otherwise, the arrival time for urgent goods is 1 transit day.
2. The time limit for the goods to reach their destination must not exceed 72 hours from the date of receipt of the goods.
3. The main condition for delivery is that the loaded goods arrive at the point of unloading in the same condition, without any knocks, touches or other changes made during transport.
4. The PROVIDER's liability ceases upon the handover and, respectively, the receipt of the goods, without reservations, by the BENEFICIARY based on the CMR document or other documents accompanying the goods.
V. PRICE AND PAYMENT METHOD
1. The price of transport and other services is established for each route / logistics service separately, according to Annex 1, which is an integral part of this contract.
2. The invoice will be issued by SC RARA INVEST SRL and will be expressed in lei, at the NBR exchange rate on the date of issue, to which the related VAT is added.
3. Invoicing and delivery of invoices and CMR documents to the BENEFICIARY for the services and transports performed will be done by e-mail to the address indicated by the BENEFICIARY.
4. Prices will not be changed unilaterally during the course of the contract. Price changes will only be made following discussions and will be made through an annex to this contract. This annex must be approved by both parties and is an integral part of this transport contract.
5. Payment by the Beneficiary shall be made within 15 days from the date of invoice issuance. Failure to pay invoices by the due date entitles the Provider to calculate penalties of 0.1% per day of delay calculated on the amount owed by the Beneficiary, penalties that may exceed the actual value of the debt and to suspend deliveries, without any obligation to the Beneficiary, until the full payment of its debts to the Provider.
VI. OBLIGATIONS AND RIGHTS OF THE PARTIES
6.1. Rights of SC RARA INVEST
6.1.1. The Provider has the right to demand payment of the remuneration stipulated in this contract;
6.1.2. The Provider reserves the right to refuse to store non-compliant europallets / pallets or containing dangerous or prohibited goods, in accordance with the specifications of IATA (International Air Transport Association), DGR (Dangerous Goods Regulations), ICAO – TI (International Civil Aviation Organization), ADR (European Regulations concerning the International Carriage of Dangerous Goods by Road), IMDG (International Maritime Dangerous Goods) or other domestic or international regulations regarding transport or additional services related to dangerous goods.
6.1.3. The Provider has the right to charge late fees and to suspend services, without any obligation to the Beneficiary, until the full payment of its debts to the Provider.
6.2. Obligations of SC RARA INVEST SRL:
6.2.1. To provide cargo management and handling services included with specific equipment, to ensure the transport of goods in technically appropriate vehicles and to comply with the delivery conditions confirmed by the Beneficiary, under the terms of this contract;
6.2.2. FIFO, FEFO, or other variants of tradability;
6.2.3. To provide the loading / unloading area;
6.2.4. To provide for use the utilities (heating, water, electricity), services included in the contract price;
6.2.5. To provide truck access (truck ramp), ground ramp, loading / unloading 3 units;
6.2.6. To provide the preparation area;
6.2.7. To ensure the preservation of the entrusted goods, according to the Beneficiary's instructions and according to the instructions on the packaging;
6.2.8. To preserve the integrity of all entrusted goods, to maintain them properly, to take measures to prevent their degradation and damage;
6.2.9. Not to alienate the goods that are the subject of this contract and not to use the goods for personal interest.
6.2.10. At the request of the Beneficiary, to return the goods in the condition in which they were taken over. The return of the goods will be made from the storage place at the expense of the Beneficiary.
6.2.11. The Provider undertakes to insure the Beneficiary's goods at nominal value.
6.2.12. To be responsible for the quantity and integrity of the products entrusted for storage and handling, from the moment of their taking over until their delivery to the Beneficiary's representatives.
6.2.13. Unloads the Beneficiary's products under normal conditions, carries out their qualitative and quantitative reception in the Provider's warehouse.
6.2.14. Provides storage, handling and preparation of the order according to the written instructions of the beneficiary.
6.2.15. To ensure, at its own expense, the obtaining and maintenance, throughout the validity period of the contract, of all legal authorizations and approvals necessary for the functionality of the warehouse and in relation to the nature of the goods in question.
6.2.16. Informs the Beneficiary of any discrepancies of any kind observed by the Logistics Service Provider during the reception of the goods at its
premises. These will be recorded to the Beneficiary within a maximum of 24 hours from the moment of receipt of the goods.
6.2.17. The Logistics Service Provider is responsible for the content of the sealed packages that have already been received and stored in the warehouse. In the event that shortages of products are found in the sealed packages when preparing the order, these will be communicated immediately to the
Beneficiary and the stock adjustment will be made on the same day.
6.2.18. To ensure the training of its own personnel to comply with all applicable legislative regulations regarding occupational health and safety, environmental protection and fire protection throughout the warehouse.
6.2.19. The logistics service provider is responsible for damages caused by its fault from the moment of receipt of the goods in the warehouse until the moment of delivery of the goods.
6.2.20. The logistics service provider is responsible for products damaged during loading / unloading / handling of the goods within the warehouse.
6.2.21. The logistics service provider is solely responsible for discrepancies between the entries confirmed by the Beneficiary and the physical condition of the stock and the outputs confirmed by the Beneficiary.
6.2.22. The stock management reports and the records of the movement of products will be handed over by the logistics service provider to the Beneficiary upon request or according to an agreed schedule.
6.3. Beneficiary's Rights
6.3.1. He may at any time request the return of the goods in the condition in which he handed them over to the Provider, only after fulfilling the payment obligations to the Provider.
6.4. Beneficiary's Obligations
6.4.1. To pay the agreed price for the services established in the Contract within the established term.
6.4.2. He is obliged to refund all amounts spent by the Provider for the storage, transport and preservation of the movable goods, amounts included in the price agreed upon in this contract, according to the invoices issued.
6.4.3. He is obliged to collect the goods left in storage on the date of termination of the contract.
6.4.4. The Beneficiary will make available to the Provider all the information necessary for it to be able to implement its own WMS storage software used by it for storage.
6.4.5. The Beneficiary shall provide the Provider with all the information necessary for the storage of euro pallets / pallets at its location in good conditions, for the proper performance of the services related to this contract.
6.4.6. To provide the Provider with all the documents necessary for the transport;
6.4.7. To notify the Provider in case of changes in the operations.
6.4.8. The Beneficiary shall inform the Provider about the possibility of a certain risk related to the products or the possibility of affecting other products, properties or people; in the event that an accident occurs, properties or goods will be affected due to products belonging to the Beneficiary or for which the Beneficiary has the consent of the owner, the Beneficiary shall be liable for repairing all the damage caused.
6.4.9. Not to issue transport orders for prohibited goods: narcotics, prohibited chemical substances, ammunition, weapons, jewelry, money or others, otherwise, the Beneficiary being solely liable for any damage suffered by the Provider.
6.4.10. In the event that the delivery information is incomplete, incorrect, unreal or in the event of the end customer's absence or refusal to take over the goods or shipments by him, the Beneficiary will bear all delivery costs as well as the additional ones generated by the return.
6.4.11. The Beneficiary assumes legal responsibility for all information, acts or documents provided.
6.4.12. The persons signing this Contract on behalf of the Beneficiary are fully authorized, in accordance with the Romanian legislation in force and with their constitutive acts / internal rules, to sign the Contract.
VII. GUARANTEES. CONTRACTUAL LIABILITY. DISPUTES
1. All transports carried out by the PROVIDER fall under the CMR, so that, in case of force majeure, CMR will be the basis for recovering the damage, if one of the situations described below leads to the non-fulfillment of the contractual conditions.
2. Beneficiary's Liability: The Beneficiary will be responsible for the timely payment of the transport value, any delay leading to the payment of penalties of 0.1% for each day of delay calculated on the amount due. The Beneficiary assumes responsibility for any unfavorable consequences resulting from incorrect or incomplete data regarding the transport order and the accompanying documents of the goods.
3. Provider's Liability: In the event of damage to the goods during transport and due to the fault of the provider, the compensation to which he will be obliged consists of the amount corresponding to the depreciation of the goods, without other damages. If the goods have arrived at their destination with qualitative depreciation, due to exceeding the transport execution deadline, the Provider will be obliged to pay the appropriate compensation.
4. In the event of a dispute, it will be resolved based on the domestic and international transport conditions that form the basis of the CMR and the transport conventions regulated within the European Union.
5. The parties will make every effort to amicably resolve all disputes that may arise from the interpretation, execution or application of this contract.
6. All disputes that could not be resolved amicably in accordance with the previous paragraph will be submitted for resolution to the competent common law courts, at the headquarters of the PROVIDER.
VIII. Reception of goods received in the warehouse
1. The Collaborator will carry out the qualitative and quantitative reception of the goods received in the warehouse, together with a representative of the Beneficiary.
2. The goods shall be received in the presence of both parties, based on a handover-receipt report, assumed under signature by both contracting parties.
3. If differences in quantity are found upon visual reception in excess or in deficiency or visible qualitative damages, these shall be communicated to the Beneficiary based on written communications and within a maximum of 24 hours from the handover of the goods. Any reports of finding differences in excess or in deficiency, or of finding qualitative deficiencies, shall be recognized by the Beneficiary if they are communicated in writing within 24 hours from the handover.
IX. CONFIDENTIAL NATURE OF THE CONTRACT
1. A contracting party shall not have the right, without the written consent of the other party:
a. to disclose the contract or any provision thereof to a third party, other than those persons involved in the performance of the contract;
b. to use information and documents obtained or to which it has access during the period of the contract, for a purpose other than to fulfill its contractual obligations.
1.2. The disclosure of any information to persons involved in the performance of the contract shall be confidential and shall extend only to that information necessary for the performance of the contract.
2. A contracting party shall be exempt from liability for the disclosure of information relating to the contract if:
a. the information was known to the contracting party before it was received from the other contracting party; or
b. the information was disclosed after the written consent of the other contracting party for such disclosure was obtained; or
c. the contracting party was legally obliged to disclose the information.
X. NOTIFICATIONS BETWEEN PARTIES
1. In the understanding of the contracting parties, any notification addressed by one of them to the other is validly fulfilled if it is transmitted by personal presentation, mail, courier, E-mail or fax.
2. If the notification is made by post, it will be transmitted by registered letter, with acknowledgment of receipt (AR) and is considered received by the recipient on the date of signature of receipt on this confirmation.
3. If the notification is transmitted by E-mail, it is considered received on the same business day on which it was sent.
4. Verbal notifications are not taken into account by either party, unless they are confirmed by one of the methods provided for in the preceding paragraphs.
XI. FINAL CLAUSES
1. In the event of a fortuitous event or force majeure, the party invoking it is liable, provided that it is communicated to the other party within 5 days of the occurrence of the event, and the supporting documents are transmitted within the following 15 days.
2. The contracting parties will communicate to each other, within 5 days, any change in identification data.
3. SC RARA INVEST SRL is eligible for the payment of penalties if it violates the terms of this contract and this is expressly invoked, but included in one of the articles of the contract. The annex will include the amount of the penalties.
4. THE BENEFICIARY is eligible for the payment of penalties if it violates the terms of this contract and this is expressly invoked, but included in one of the articles of the contract. The annex will include the amount of the penalties.
5. To comply with any other provisions agreed upon by the parties and included in the contract or in the annexes to the Contract.
6. SC RARA INVEST SRL and the BENEFICIARY undertake, both on their own behalf and on behalf of their subcontractors, to comply with the obligation of confidentiality, non-disclosure and non-use, for the benefit of third parties, of all confidential information relating to this contract, to which both parties have access during / before and after the execution of this contract. The above confidentiality obligation remains in force during the execution of this contract and for a period of 2 (two) years after its termination, regardless of the cause of termination.
7. The contracting parties declare that they agree to the processing of personal data, in order to conclude and execute the Contract, throughout the duration of the contract as well as subsequently for a period in accordance with the applicable legal provisions.
8. The Contracting Parties shall comply with their obligations under the General Data Protection Regulation (GDPR) and all other binding laws or regulations of the European Union applicable to the processing of Personal Data.
9. The Contracting Parties shall process personal data based on the general principles of lawfulness, fairness, transparency, purpose limitation, data minimization, accuracy, storage limitation, integrity, confidentiality and accountability.
10. The Contracting Parties undertake, on their own responsibility, to take all precautionary measures to ensure the security and prevent any unlawful or unauthorized destruction, loss, alteration, disclosure, acquisition or access to personal data held about the other party.
11. In the event that the personal data provided has been accessed or obtained by an unauthorized person or a personal data security breach occurs, each party shall immediately notify the other party of such incident, taking all necessary measures to mitigate any loss or damage caused by such unauthorized access. In such situations, the Parties are also obliged to notify the National Supervisory Authority for Personal Data Processing.
12. The breach by either Party of any provision of this chapter shall constitute a serious breach of the contract and shall entitle the injured party to
immediately terminate the pre-contract by sending a written notice of termination to the party at fault, without any grace or remedy period and without the intervention of any court, it being understood that the party at fault is automatically put in default on the date of breach of these obligations.
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