General terms and conditions for the transport of goods by road
General Terms and Conditions
For the transport of goods by road
1. Introductory Provisions
1.1. The General Terms and Conditions for the transport of goods by road of the company LABELPROFI, manufacturing and services d.o.o., Ozare 18A, 2380 Slovenj Gradec (hereinafter: “LABELPROFI d.o.o. or “Shipper”) define the terms of business of the company LABELPROFI d.o.o. in concluding transport contracts with carriers for the transport of goods in by road (hereinafter: “General Terms and Conditions).
1.2. The General Terms and Conditions form an integral part of each contract for the transport of goods in road traffic (hereinafter: “Contract of Carriage”) concluded between the Shipper and the carrier.
1.3. The carrier of goods can be any natural or legal person (hereinafter: “Carrier”) who with LABELPROFI d.o.o. concludes a Contract of Carriage
1.4. Any general terms and conditions of the Carrier are not part of the Contract of Carriage, even if the Carrier explicitly refers to them in their documentation (e.g. order acceptance, invoice, etc.).
1.5. Questions not regulated by the General Terms and Conditions or the Contract of Carriage shall be governed by the provisions of the Road Transport Contracts Act (hereinafter: “ZPPCP-1”) and the Convention on the Contract for the International Carriage of Goods by Road (hereinafter: “CMR Convention”), both in their current versions.
2. Nature of the General Terms and Conditions
2.1. Through the General Terms and Conditions, the Shipper regulates specific issues related to the conclusion of the Contract of Carriage and supplements specific agreements or the Contract of Carriage Contract of Carriage between the Shipper and the Carrier.
2.2. The General Terms and Conditions bind both the Shipper and the Carrier (hereinafter each referred to individually as “Contracting Party” or together as “Contracting Parties”) as the specific terms of the Contract of Carriage concluded between the Shipper and the Carrier.
3. Contract of Carriage
3.1. The Shipper and the Carrier conclude a Contract of Carriage when the Shipper, based on the Carrier’s written offer for the transport of goods (hereinafter: “Offer”), places a written order for the transport of goods by road, specifying the quantity and type of goods, loading location, destination, and transport deadline (hereinafter: “Order”), and the Carrier accepts or confirms such Order in writing (hereinafter: “Order Acceptance”).
3.2. The Shipper and the Carrier may also conclude an agreement on the transport of goods by road, incorporating elements from Article 3.1 of the General Terms and Conditions, in the form of a written agreement.
4. Goods
4.1. The Shipper describes the goods in the Order by specifying (i) the quantity of goods with the number of pieces, (ii) the type of goods with a detailed description and specification of the goods.
4.2. The Carrier must take all necessary measures to protect the goods. If the Carrier does not request instructions from the Shipper regarding measures necessary to protect the goods, it is deemed that the Carrier is familiar with such measures. The Carrier is responsible to the Shipper for any loss or damage of the goods during the transport of goods from the loading location to the unloading location at the destination.
4.3. Instead of the agreed goods, the Shipper may deliver different goods for transport (in terms of type and/or quantity) under the following conditions:
- if the transport conditions are not changed to the detriment of the Carrier
- if this does not cause a significant delay of the Carrier’s freight vehicle at the loading or unloading location;
- if the Carrier’s freight vehicle or road traffic is not endangered
4.4. The Shipper must provide the Carrier with instructions for the storage and handling of the goods if the goods are unusual to handle and transport or if required by the Carrier.
4.5. The Carrier is obligated to pick up the goods at the place and time specified in their Order or the Contract of Carriage. If the Carrier does not pick up the goods at the place and time specified in the Order or Contract of Carriage, the Carrier is liable to the Shipper for any damage incurred, including but not limited to the costs of organizing alternative transport of the goods, etc.
5. Bill of Lading and Consignment Note/Delivery Note
5.1. In international transport of goods, a bill of lading or, in transport within the Republic of Slovenia, a consignment note/delivery note is issued, by which the Carrier confirms that a Contract of Carriage has been concluded and that the goods have been taken over for transport.
5.2. The bill of lading or consignment note/delivery note is issued upon taking over the goods for transport.
5.3. For the issuance and content of the bill of lading or consignment note/delivery note, the provisions of ZPPCP-1 and the CMR Convention apply.
6. Loading Location and Destination
6.1. The Carrier must deliver the freight vehicle with the goods along the agreed route to the agreed unloading location at the destination, provided it can be done without endangering the freight vehicle and the goods can be unloaded there without damaging the freight vehicle.
6.2. The Shipper must provide the Carrier with accurate information about the unloading location and the destination in the Order or Contract of Carriage.
6.3. If the transport route is not specified in the Contract of Carriage, the Carrier must transport the goods along a route that best suits the Shipper’s interests.
7. Loading and Unloading of Goods
7.1. The Carrier is obliged to load the goods onto the freight vehicle or unload them from the freight vehicle. The risk of any damage or destruction of the goods during loading or unloading of the goods from the freight vehicle is entirely borne by the Carrier.
7.2. If agreed upon with the Carrier, the Shipper may assist in loading the goods (using a forklift) during loading.
7.3. When loading the goods onto the freight vehicle, the Carrier must follow the Shipper’s instructions regarding the arrangement, securing the goods, and other circumstances that may affect the safety of persons, the freight vehicle, and other goods on the freight vehicle. The Carrier is fully responsible for any damage to the freight vehicle that occurs during the loading or unloading of the goods to or from the freight vehicle.
7.4. Loading of goods must start and finish within a reasonable time unless otherwise specified in the Contract of Carriage (hereinafter: “Loading Time”).
7.5. The loading time is extended for the period during which loading was not possible due to reasons not attributable to the Shipper or the Carrier.
7.6. The Loading Time also includes the time necessary for:
- completing the bill of lading or consignment note/delivery note and handing over the transport documents to the Carrier
- covering, tying, and other protection of the goods on the freight vehicle, which the Carrier is obligated to perform
- actions without which the transport of goods cannot commence.
8. Delivery of Goods
When the Carrier delivers the goods to the recipient, they shall jointly inspect the goods and any damage to the goods. The condition of the goods and any damages to the goods are to be described by the Carrier and the recipient in the delivery note/consignment note or bill of lading.
9. Transport Deadline
9.1. The Shipper and the Carrier agree in the Contract of Carriage on the day and time of delivery of the goods to the recipient.
9.2. The transport deadline specified in the Contract of Carriage represents a fixed deadline for delivery of the goods, which may be extended only in cases of force majeure (force/event beyond our control) under Article 14 of these General Terms and Conditions.
9.3. In case of delay in the delivery of the goods according to the Contract of Carriage, the Carrier is obliged to pay the Shipper a contractual penalty of 300 EUR for every 12 hours of delay in the delivery of goods of each freight vehicle.
10. Price of the Transport of Goods
10.1. The Carrier and the Shipper agree in the Contract of Carriage on a fixed net price for the transport of goods and (if legally required) the applicable value-added tax (VAT) (hereinafter: “Fixed Price of Transport”).
10.2. The Fixed Price of Transport includes all costs of transport, insurance, loading and unloading of goods, and any other possible expenses related to the execution of the transport of goods.
11. Invoice and Payment Terms
11.1. Upon completion of the transport of goods, the Carrier must issue an invoice to the Shipper for the service of transport performed, together with the original bill of lading or consignment note/delivery note and accompanying documentation.
11.2. If the Carrier does not provide the Shipper with an invoice in accordance with Article 11.1. of the General Terms and Conditions, it shall be deemed that the invoice for the service of transport performed was not issued or that the obligation to pay the invoice by the Shipper did not arise.
11.3. Unless otherwise agreed, the payment term for the invoice is 30 days from the date of receipt of the invoice and the original bill of lading or consignment note/delivery note and accompanying documentation.
12. Carrier’s Liability
12.1. The Carrier is liable to compensate the Shipper for the entire damage incurred due to:
- loss or damage of goods during transport of goods from the loading place to the unloading place at the destination,
- breach of the Contract of Carriage,
- violation of the provisions of ZPPCP-1 or the CMR Convention.
To avoid doubt, the Shipper and the Carrier agree that the limitation on the Carrier’s liability and the amount of compensation from the CMR Convention and ZPPCP-1 do not apply, and the Carrier is fully liable to the Shipper for any damage suffered by the Shipper due to the Carrier’s actions described in the first paragraph of Article 12.1 of the General Terms and Conditions.
13. Cargo Insurance
If the Shipper desires special transport insurance for the cargo (additional insurance beyond what is stipulated by the CMR Convention), they must explicitly state this is their Order and cover all costs associated with such insurance. Otherwise, it is considered that the Carrier is not required to arrange the special insurance.
14. Force Majeure
14.1. Neither Contracting Party shall be liable for the breach of its obligations under the Contract due to an instance of force majeure.
14.2. Force majeure means an external cause (i.e. a cause outside of the matter), which is independent of the will and influence of the Contracting Party and whose effect could not have been foreseen, avoided, or prevented (for example, but not limited to war, epidemic, natural disaster, etc.).
14.3. The Contracting Party affected by an instance of force majeure must immediately notify the other Contracting Party in writing. If the force majeure is not resolved within one month from the occurrence of the force majeure, either Contracting Party affected may immediately terminate the Contract of Carriage.
15. Personal Data Protection
The Shipper will protect and process all personal data of the Carrier in accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), the applicable Personal Data Protection Act in Republic of Slovenia, and other applicable regulations of the Republic of Slovenia governing personal data protection.
16. Obligation to Protect Trade Secrets
16.1. Neither Contracting Party may exploit for its own use or disclose to a third party any trade secrets received from the other Contracting Party, which are designated as such by the other Contracting Party and which were entrusted to or became known to the first Contracting Party in any other manner.
16.2. Trade secrets also include information for which significant damage could occur if an unauthorized person became aware of it. A Contracting Party is liable for breach if it knew or should have known the nature of such information.
16.3. All documents submitted to a Contracting Party containing trade secrets of the other Contracting Party are considered confidential and must be returned upon request of the other Contracting Party. Copying or transmitting these documents and records to unauthorized third parties is prohibited.
16.4. To avoid any doubt, the Contracting Parties expressly agree that the content of the Contract of Carriage(except for these General Terms and Conditions) constitutes a trade secret.
17. Prohibition of Harmful Conduct
Each Contracting Party is obliged to refrain from any conduct that, given the nature of the Contract of Carriage, materially or morally harms or could harm the business interests of the other Contracting Party.
18. Obligation to Inform
18.1. Each Contracting Party must inform the other Contracting Party of any significant circumstances that affect or could affect the fulfilment of its contractual obligations, and of any changes in data that affect the fulfilment of rights under the contractual relationship, as well as circumstances that the Contracting Party becomes aware of in the performance of its work and which could be of significant importance to the other Contracting Party.
18.2. Each Contracting Party must inform the other Contracting Party of any imminent danger to life, health, or the occurrence of material damage that it detects in the performance of its obligations under this Contract.
19. Disputes, Jurisdiction, and Applicable Law
19.1. Any disputes related to the contractual relationship shall be resolved amicably by the Contracting Parties. If this is not possible, the competent court in Slovenj Gradec shall have jurisdiction to resolve disputes.
19.2. In case of a dispute, the law of the Republic of Slovenia shall apply.
20. Amendments to the General Terms and Conditions
The Shipper has the right to amend and supplement the General Terms and Conditions. All amendments and supplements to the General Terms and Conditions and the consolidated text of the General Terms and Conditions will be published on the Shipper’s website.
21. Severability Clause
Any invalid provision to inability to enforce it, as well as any unaddressed issue in these General Terms and Conditions, does not affect the validity of other provisions and the validity or unenforceability of such a provision or the unaddressed issue in these General Terms and Conditions as a whole. In the event of the invalidity or unenforceability of such a provision or legal gap will be replaced by an interpretation that most closely reflects the intent of the Contracting Parties at the time of its conclusion, unless the Contracting Parties agree otherwise, and the intent is in accordance with applicable regulations.
22. Final Provisions
22.1. Confirmation of the General Terms and Conditions
The Carrier:
- By accepting the Order, (i) where the General Terms and Conditions are attached to the Order, or (ii) where the Order mentions the use of the General Terms and Conditions and the website where they are visible, or
- By entering into a written agreement with the Shipper regarding the transport of cargo, where (i) the General Terms and Conditions are attached, or (ii) where the use of the General Terms and Conditions and the website where they are visible is mentioned, confirms that it is fully familiar with the General Terms and Conditions and fully agrees with them.
22.2. The Delivery and Change of Data
Any statement by the Sender is considered delivered if it was sent to the address provided by the Carrier in its Offer or Contract of Carriage. Any change of address or other data relevant to the concluded Contract of Carriage must be communicated by the Carrier to the Shipper in writing within 15 days of the occurrence of such a change.