1.1.INCOTERMS 2010. Should a Contract or these
General Transport Terms and Conditions contain a
reference to INCOTERMS 2010, the same shall mean a
reference to the International Rules for Interpretation of
INCOTERMS 2010
1.2.Identification card. An Identification card shall mean a
smart card provided with a sticker with identification
information authorizing access to the Doosan Skoda
Power premises and identification of an employee
1.3.Contract. or Order A Contract and order shall mean
a Forwarding Contract or a Contract of Carriage entered
in writing in accordance with Part 3 of these General
Transport Terms and Conditions. Unless specified
otherwise, the Forwarding Contract or a Contract of
Carriage under these General Transport Terms and
Conditions shall also mean a possible written Frame
Forwarding Contract or Frame Contract of Carriage on
the basis of which a Forwarding Contract and/or a
Contract of Carriage shall be concluded in accordance
with the procedure specified under Part 3 of these
General Transport Terms and Conditions.
1.4.MandatorIn these General Transport Terms and
Conditions, the Mandator shall always mean the
company Doosan Škoda Power s. r. o., company ID (IČ)
491 93 864, with a registered office at Tylova 1/57,
Pilsen 301 28, Czech Republic, registered in the
Commercial Register administered by the Regional
Court of Justice in Pilsen, Section C, Entry 24733,
whether in position of forwarder or dispatcher
depending on the subject of contract.
1.5.Forwarder In these General Transport Terms and
Conditions, the Forwarder shall mean a forwarder
pursuant to the provisions of Section 2471 et seq. of the
Civil Code and/or a carrier pursuant to the provisions of
Section 2555 et seq. of the Civil Code, irrespective of
whether the same is designated as such in the Contract.
1.6.Civil Code. In these General Transport Terms and
Conditions, the Civil Code shall mean Act No. 89/2012
Coll., the Civil Code, as subsequently amended.
1.7.Proper delivery. In these General Transport Terms and
Conditions, proper delivery shall mean proper discharge
of the obligation on the part of the Forwarder to deliver
on time the consignment to the agreed place according
to this General Transport Terms and Conditions or
Contract. Proper delivery shall take place upon
compliance with all terms and conditions specified by
these General Transport Terms and Conditions, the
Contract and generally binding legal regulations.
1.8.Contractual Parties, Contractual Party. The
Forwarder and the Mandator shall be jointly referred to
also as the Contractua
1.9.Sub-supplier. In accordance with these General
Transport Terms and Conditions, the Sub-supplier shall
mean a third party who will undertake from the
Forwarder the part of or all of Forwarder’s obligations
concluded as per the Contract.
1.10.Date of Delivery” In these General Transport Terms
and Conditions, the Date of Delivery shall mean the
moment determined for proper delivery of the Shipment
in agreed place as per the Contract
1.11.Subject of performance or transport In these
General Transport Terms and Conditions, the Subject of
performance and transport shall mean the execution of
the transport by Forwarder’s own means of transport by
his name and on his account or provision of transport
services by Forwarder’s Sub-suppliers by his name and
on his account depending on the fact if the transport will
be executed by Forwarder’s means of transport or not.
The Mandator is obliged to pay mutually agreed price to
Forwarder for duly and on time executed transport.
1.12.Written form.In these General Transport Terms and
Conditions, the Written form shall mean the execution
of all legal acts in writing, this through a form of a letter,
electronic mail (without guaranteed electronic
signature), or via fax message. Any conduct of
Contractual Parties via telephone or orally shall be
ineffective.
1.13.ConsignmentIn these General Transport Terms and
Conditions, the consignment shall mean
2. VALIDITY OF THE GENERAL TRANSPORT TERMS AND CONDITIONS
2.1.Part of the Contract. These General Transport Terms
and Conditions shall form an integral part of the
Contract.
2.2.Binding effect. By entering into the Contract, the
Forwarder explicitly agrees with all the rights and
obligations contained in these General Transport Terms
and Conditions and resulting from these General
Transport Terms and Conditions.
2.3.Priority. Priority. Should the contents of the Contract or order
differ from these General Transport Terms and
Conditions, the stipulations of the Contract shall have
priority over divergent stipulations of these General
Transport Terms and Conditions.
2.4.Business terms and conditions of the Supplier. Business terms and conditions of the Forwarder which
are not concluded in writing as a part of the contractual
documentation between the Contractual Parties shall be
ineffective. Should the acceptance of order include the
reference to business terms and conditions of the
Forwarder provably known to the Mandator, the
Mandator shall be entitled to exclude in writing the
acceptance of order within 10 working days from the
date on which such acceptance is delivered and within
the same period of time such exclusion of the
acceptance of order deliver to the Forwarder. In such a
case the Contract shall be deemed to be not concluded.
Should the Mandator fail to deliver the above mentioned
exclusion of the acceptance of order to the Forwarder in
the mentioned period of time the Contract shall be
deemed to be concluded with such content where
business terms and conditions of the Forwarder and the
Mandator are not in conflict.
3. CONCLUSION OF A CONTRACT
3.1.Order. The Mandator shall be entitled to deliver to the
Forwarder, in accordance with and under the terms and
conditions determined by these General Transport
Terms and Conditions, a written offer (a proposal to
conclude the Contract) – an order for transport of a
consignment.
3.2.Acceptance of order. Within a period of 14 days from
the date on which the order is delivered, the Forwarder
shall be obliged to accept the order in writing – to
confirm and deliver the accepted order to the Mandator,
or to inform the Mandator within the same period of
time that the Forwarder refuses the order. Acceptance
and refusal of the order must be made in writing. Should
the Forwarder fail to accept the order within the given
period of time, the order shall be deemed to be refused
and the Contract shall not be concluded. Upon delivery
of an accepted order without any additions, deviations,
reservations and/or limitations (under paragraph 3.2 of
these General Transport Terms and Conditions) to the
Mandator, the Contract shall be concluded.
3.3.Cancellation of an order. Before an accepted order is
delivered to the Forwarder, it may be cancelled by the
Mandator in writing without any costs.
3.4.New offer by the Forwarder Any alteration contained in
the acceptance of the order, made by the Forwarder as
compared to the order by the Mandator, (i.e. any
additions, deviations, reservations and/or limitations or
any other changes) shall be considered to form a new
offer for concluding a Contract. Should the Mandator
fail to accept such a new offer within a period of 14
days from the date on which the same is provably
delivered, the Mandator shall be deemed as
disapproving the proposed modification and the
Contract shall not be concluded.
3.5.Modification to the Contract. The Contract may beamended only in writing The Mandator shall be entitled
at any time to inform the Forwarder in writing of a
proposal for a modification to the Contract, in particular
in terms of the place of loading/unloading and date of
loading and unloading of the consignment and place of
delivery of the consignment; the Forwarder shall be
obliged, within a period of 7 days from the date on
which written proposal for the modification to the
Contract is delivered:
a) to accept in writing the proposal for a modification
to the Contract and to deliver the same to the
Mandator; or
b) to notify in writing the Mandator, in a way
described under paragraph 3.2 of these General
Transport Terms and Conditions, of objective
reasons that prevent the Forwarder from
confirming the modification to the Contract. In
such a case, the wording of the original Contract
shall remain valid.
Subject to any change of the Contract the Forwarder
shall bear the risk of change of circumstances in
accordance with the provisions of Section 1765 of Civil
Code.
4. PRICE
4.1.Price. The price for the subject of performance shall be
established by agreement of the Contractual Parties as
fixed and constant.
4.2.Value added tax. If the Forwarder is a VAT payer, the
Forwarder undertakes to specify this fact, together with
other information, in a proper tax document (invoice) in
such a way as is required by Value Added Tax in the
wording in force. The Forwarder shall be liable for any
and all taxes, fees, and similar charges which are related
to the subject of performance, and which the Forwarder
is obliged to cover on the basis of the Contract or
generally binding legal regulations, and shall be obliged
to indemnify the Mandator for any and all liabilities and
associated costs and expenses which may be related to
the same.
4.3.The Contractual Parties declare that the above
mentioned price includes agreed shipping surcharges in
accordance with Articles 23 (6), 24 and 26 of the CMR
Convention for any case of application of this
Convention, in particular, if the Forwarder decides to
execute the transport by his own resources
4.4.The Mandator hereby gives the price of the
Consignment in accordance with Article 24 of CMR in
relevant order.
4.5.The Mandator hereby indicates the amount of special
interest in the delivery of the Consignment in case of its
loss or damage or failure to meet the date of delivery in
accordance with Article 26 of the CMR in the relevant
order
4.6.Notwithstanding the foregoing, the Contractual Parties
declare that CMR Convention is not applicable to this
contractual relationship. The above clauses 4.3, 4.4 and
4.5 of this General Transport Terms and Conditions
apply only in the case of application of the CMR
Convention.
5. TERMS AND CONDITIONS OF PAYMENT
5.1.Due date of the invoice. The due date of any invoice
from the Forwarder issued on the basis of the Contract
shall be 60 days from the delivery to the Mandator. The
right to issue the invoice for the supply of the subject of
performance shall accrue to the Forwarder as at the date
of proper delivery of the last part of the consignment to
the place of unloading, eventually fulfilment of other
agreed obligations (unloading) this on the basis of
signing a record on handover
5.2.Value added tax. Each invoice from the
Forwarder must contain, in addition to particulars
determined by the generally binding legal regulations, at
least the following:
a) identification of the Contractual Parties;
b) number of the Contract or number of the order;
c) number of the invoice, date of issue of the invoice,
due date of the invoice;
d) date of taxable supply;
e) subject of taxable supply;
f) amount of the invoiced sum excluding VAT;
g) amount of the invoiced sum total;
h) banking details of the Contractual Parties
5.3.The change of the bank connection can be made only by
a written amendment to the contract or by a written
communication, which is demonstrably delivered to the
Mandator, at the latest together with the relevant
invoice. This statement must be signed by the persons
authorized to sign the order. Change of bank connection
must comply with the above stated conditions.
5.4Bill of deliveryPart of each transport of the
consignment musts consist of the bill of delivery; such
a bill of delivery shall contain at least the following:
a) number of the Contract or number of the order;
b) number of the bill of delivery;
c) date of issue of the bill of delivery;
d) identification of the Contractual Parties, i.e. the
Forwarder and the Mandator;
e) identification of the consignment;
f) method of transport;
g) identification of a contact person of the Forwarder.
In the case of an incomplete and/or missing bill of
delivery, the Forwarder shall be obliged to pay the Mandator a conventional fine at the amount of EUR 100
for each incomplete and/or missing bill of delivery.
5.5.Incomplete invoiceIn the case that an invoice issued by
the Forwarder fails to contain particulars prescribed by
these General Transport Terms and Conditions, the
Contract and/or the generally binding legal regulations,
and/or contains data in contravention of these General
Transport Terms and Conditions, the Contract and/or the
generally binding legal regulations, such an invoice shall
not be paid by the Mandator and the Mandator shall
return the same to the Forwarder to be completed or
corrected, without the Mandator thus becoming in
default with payment of the agreed price.
5.6.Declaration of the ForwarderAs to the date of
concluding the Contract, the Forwarder declares that
there are no reasons for which the Mandator has become
or should become a guarantor in accordance with the
provisions of Section 109 of Act No. 235/2004 Coll. on
Value Added Tax (hereinafter referred to only as the
“VAT Act”) for the tax liability of the Forwarder,
originating on the grounds of VAT which the Forwarder
charged the Mandator to the price for the subject of
performance. The Forwarder declares and undertakes to
file a proper VAT declaration and, in the case of
origination of the obligation to pay VAT, to pay the
same to the local tax administrator by the due date
determined. In addition, the Forwarder declares that they
have no intention whatsoever not to pay the VAT
relating to the subject of performance, nor any intention
to evade tax nor possibly falsely obtain tax preferences,
and do not have any intention to enter into a
circumstance under which they would not be able to pay
such tax. The Mandator shall be entitled to retain the
amount of the VAT from each invoice issued by the
Forwarder in the case that the Forwarder fails to confirm
to the Mandator in writing upon delivery that the
obligation to stand the security for the tax pursuant to
Section 109 of the VAT Act does not accrue to the
Mandator, or in the case that the Forwarder is published
in the list maintained by the Tax Directorate of the
Czech Republic pursuant to the above-specified
provisions. The Mandator shall be entitled to retain from
the payment of the liability an amount corresponding to
the VAT from the invoices received until the date on
which the Forwarder proves that the VAT has been paid
by them in a proper and timely manner, or to utilise the
VAT so retained as security for the tax pursuant to the
provisions of Section 109a of the VAT Act (in such a
case the obligation on the part of the Mandator to pay the
Forwarder the contractual price including properly
charged VAT shall be considered, upon payment of the
security for the tax to the local tax administrator of the
Forwarder, to be discharged).
5.7.Foreign entityIn the case that the Forwarder is a foreign
entity, the Forwarder shall be obliged to submit to the
Mandator a certificate of tax domicile of the Forwarder’s
company. If regulations valid in the Czech Republic in
connection with implementing the Contract impose on
the Mandator the obligation to pay tax on the income of
the Forwarder to the local authorities, the Mandator shall
discharge such obligations resulting for them from the
above-specified regulations.
5.8.Set-off of receivables of the Mandator.The Mandator
shall be entitled to set off a charged conventional fine,
compensation for loss or any other financial amount to
which the Mandator has become entitled from the
Contract, against an unpaid invoice or other financial
claim of the Forwarder.
5.9.Payment of the agreed price.Any financial obligation of
the Mandator paid in non-cash means shall be discharged
when the given amount is deducted from the Mandator’s
account.
5.10.Default interestIn the case the Mandator defaults in
payments for a properly delivered/transported
consignment, the Forwarder shall be entitled to require
payment of contractual default interest at the amount of
0.01% of the overdue amount for each day of said
default.
5.11.Set-off of receivables of the Forwarder. Without prior
explicit written approval by the Mandator, the Forwarder
shall not be entitled to set off any receivable and/or any
part thereof which has accrued to the Forwarder against
the Mandator, on the basis of these General Transport
Terms and Conditions or the Contract, against any
receivable of the Mandator due from the Forwarder
5.12.Pledging of receivables of the Forwarder.Without prior
written explicit approval from the Mandator, the
Forwarder shall not be entitled to pledge any receivable
which accrues to the Forwarder against the on the basis
of these General Transport Terms and Conditions or the
Contract.
5.13.Assignment of receivables of the ForwarderThe
Forwarder shall be entitled to assign a receivable against
the Mandator from these General Transport Terms and
Conditions or the Contract only upon prior written
approval by the Mandator.
5.14.Conventional fineIn the case that the Forwarder sets
off, assigns or pledges receivables against the Mandator
from the Contract or from these General Transport
Terms and Conditions in contradiction of Articles 5.12,
5.13, 5.14 of these General Transport Terms and
Conditions, the Forwarder shall be obliged to pay the
Mandator a conventional fine at the amount of 10% of
the value of the set-off, assigned or pledged receivable.
6. PLACE OF LOADING AND UNLOADING
6.1.Place of loading and unloading. The place of the loading
and unloading is stipulated in the Order.
7. TERM OF DELIVERY OF THE CONSIGNMENT
7.1.Term of delivery of the consignment. Exact moment of
the delivery of the consignment is stipulated in the Order.
8. PROPER DELIVERY
8.1.Proper delivery. The Forwarder shall discharge his
obligation to transport / procure the transport of the
consignment to the place of unloading. The delivery of
the consignment shall be recorded by the Contractual
Parties in a record on handover and acceptance of the
consignment.
8.2.Declaration of the Forwarder. The Forwarder declares that
they have fully familiarised themselves with the scope
and nature of the subject of performance and place
loading and unloading, and that they are familiar with all
technical, qualitative and other conditions of the subject
of performance. The Forwarder additionally declares that
they have available such capacities and expertise which
are necessary for the proper execution or procurement of
the transport. The Forwarder declares that they have
verified all information, data and instructions which they
have received from the Mandator as to the date of
conclusion of the Contract, that the Forwarder has found
the same suitable, that the stipulated terms and conditions
for supply of the subject of performance, including the
agreed price and time of execution or procurement of the
transport, take into account all the terms and conditions
and circumstances determined by these General Transport
Terms and Conditions and the Contract, including those
which the Forwarder, as an entity professionally qualified
to execute or procure the transport, should have or could
have anticipated in spite of the fact that at the time of
concluding the Contract they were not apparent, and in
spite of the fact that the same were not included in the
information, data and instructions provided as to the date
of concluding the Contract, or did not result from the
same.
Additionally, the Forwarder declares that they have
studied all the terms and conditions, legal requirements,
Mandator’s instructions, and have obtained, at their own
responsibility, all additional information and details
which they need to execution or procurement of the
transport. To eliminate any doubts it is declared that the
Mandator shall bear no responsibility for costs associated
with defects or for losses caused by the fact that the
Forwarder has not ascertained or secured such
information, documents or other data.
8.3.Fees. Any and all storage fees and other fees incurred as a
result of execution of the transport are part of the
contractual price.
8.4.Expertise. For the fulfilment of the Contract, the
Forwarder shall be obliged to utilise any and all technical
means available and known to them and to fully utilise
their know-how, experience and knowledge in the given
field.
8.4.Conventional fine. In case of failure to comply with
mutually agreed dates of loading and unloading as per the
Order, the Forwarder is obliged to pay to the Mandator
the contractual penalty of 2% of contract price for very
commenced day of delay.
9. OBLIGATIONS OF THE MANDATOR
9.1.Mandator’s instructions. If the Consignment is
endangered by substantial damage or if due to unexpected
transport complications, the date of unloading is
compromised and the Mandator is notified by the
Forwarder, the Mandator is obliged to give the Forwarder
immediately instructions on how to dispose of it. In the
event of inadequacy of instructions and urgent matters,
the Forwarder may decide independently, with a view to
minimizing the occurrence of further damage caused by
the situation, except for the self-selling of the
Consignment in accordance with the provision of
paragraph 10.13.
9.2.Liquidated damages.In the event that the Mandator
doesn’t provide necessary cooperation and the
Consignment will not be loaded or discharged in due time
in accordance with the Order (including the free shipping
timeframe) due to the reasons attributable to the
Mandator, the Mandator undertakes to pay the liquidated
damages to the Forwarder but only in case if the Mandator
does not prove, that the damage could not be averted. The
Contractual Parties agree that the liquidated damages will
be calculated for the standard size of the Consignment
CZK 5,000 / commenced waiting day, for heavy and
oversized items of CZK 10,000 / commenced waiting day.
The Contractual Parties agree that the above-mentioned
contractual penalties can be charged up to a maximum of
five (5) days for all delays or downtime together.
9.3.Accompanying documents. The Mandator is obliged to
prepare in due time all the accompanying documents for
the Consignment (export invoices, documents for the
issue of all transport documents, etc.).
10. OBLIGATIONS OF THE FORWARDER
10.1.Transport. The Forwarder is obliged to arrange the
transport of the Consignment in accordance with the
Mandator’s instructions, Order and these General
Transport Terms and Conditions.
10.2.Customs duties. The Forwarder is obliged to notify the
Mandator in time of the public duties, especially the
customs duties associated with the transport of the
Consignment, unless these obligations are known to the
Mandator. The Forwarder is liable to the Mandator for all
consequences of such omissions.
10.3.Conditions of the transport. The Forwarder is obliged to
properly choose the appropriate means of transport,
comply with the loading time and the time of unloading,
as well as the intended means of transport, unless
circumstances of force majeure prevent it. Any changes
shall be reported to the Mandator as soon as possible.
10.4.Contractual Penalty. In the event of non-observance of
any agreed obligation of the Forwarder under these
General Transport Terms and Conditions, which is not
secured by any other contractual penalty, the Forwarder is
obliged to pay to the Mandator a contractual fine of CZK
15,000 for each commenced day of delay in fulfilling this
obligation. However, the payment of this contractual
penalty does not affect the Mandator’s right to the
relevant obligations of the Forwarder secured by this
contractual penalty.
10.5.Information in the case of shipment.In the case of the
procurement of the transport by the Forwarder
(Forwarding agreement), the Forwarder shall inform the
Mandator of the intended operation of the transport by the
Forwarder’s own means of transport in accordance with
section 2474 of the Civil Code in advance so that the
Mandator may disagree with such intention. In case of
disagreement, the Forwarder undertakes to procure the
transport via other carriers, not by its own means of
transport.
10.6.Shipping Options. The Forwarder is obliged to ensure that
the Consignment is loaded in such a way that the
transport possibilities will be fully utilized, taking into
account the nature of the Consignment.
10.7.Informing.In the event of any complications in the
transport of the Consignment or its damage, the
Forwarder shall promptly inform the Mandator and
follow his instructions.
10.8.Incorrect instructions.The Forwarder is obliged to inform
the Mandator of the obvious misstatement or inadequacy
of his instructions. In the event that the Mandator
confirms in writing that he is insisting on them, the
Forwarder shall not be liable for performance of such
instructions
10.9.Danger of delay. The Forwarder undertakes, in the event
of danger of delay, to procure the transport to be as
appropriate as possible to the interests of the Mandator
known to the Forwarder. If it is possible to request from
the Mandator instructions for further handling of the
Consignment, follow them.
10.10.Notification of damages. The Forwarder is obliged to
immediately notify the Mandator of damage to the
Consignment and take all measures to reduce its scope
and further undertakes to promptly inform the Mandator
of the identified defects on the packaging or the
Consignment.
10.11.Damage occurrence. The Forwarder shall promptly notify
the Mandator of the damage to the Consignment and shall
take all measures to reduce its extent, and furthermore the
Forwarder undertakes to promptly inform the Mandator
of the defects found on the packaging or the
Consignment
10.12.Detention right.The Contractual Parties have agreed that
the Forwarder is not entitled to use the Consignment
transported on the basis of an Order as a subject of the
right of detention within the meaning of Section 1395 et
seq. of the Civil Code. The Forwarder is also not entitled
to use the Consignment as a subject of lien under Section
2481 of the Civil Code. For the avoidance of doubt, the
Contractual Parties have agreed to exclude the application
of the provisions of § 1395 and § 2481 of the Civil Code
to the relationship established by this contract. The
Forwarder is obliged to ensure the exclusion of the
application of the relevant provisions to the carriers and
other Subcontractors of the Forwarder involved in the
Carriage of the Shipment, in particular the provisions of
Section 2571 of the Civil Code, or in any other
demonstrable way to ensure that the Consignment is not
used as a pledge or subject of lien.
10.13.Sale of Consignment. The Contractual Parties have agreed
that the Forwarder is not entitled to sell the Consignment
within the meaning of Section 2477 of the Civil Code. For
the avoidance of doubt, the Contractual Parties have
agreed to exclude the application of the provisions of
Section 2477 of the Civil Code to the relationship
established by this contract. The Forwarder is obliged to
ensure the exclusion of the application of the relevant
provisions to his carriers and other subcontractors of the
Forwarder involved in the transport of the Consignment,
in particular the provisions of § 2570 and § 2581 of the
Civil Code, if any and to prove in demonstrable way that
the self-help sale of the Consignment is forbidden for
Forwarder or his subcontractors.
11. LIABILITY FOR LOSS
11.1.Liability for loss.The Forwarder is liable for any damage
to the received Consignment arising from the provision of
the transport itself and for the transport itself and for any
damage incurred by the Mandator through the timely nondelivery of the Consignment, even in excess of the CMR
limitation. The Forwarder is liable for any damage to the
received Consignment and for any damage incurred by
the Mandator through the timely non-delivery of the
Consignment even if the shipment is performed by the
carrier (the Forwarder’s contractual partner, hereinafter
referred to as the Carrier) and also in the event that the
Carrier or Forwarder could not avoid the damage. The
Forwarder is liable in full for all damage to the received
Consignment and is also liable for all additional costs
incurred by the Mandator in connection with such
damage. The Forwarder undertakes to insure its liability
for damage to the Consignment up to 200% of the value
of the Consignment, even in excess of the CMR,
Hamburger or Montreal Convention.
11.2.Loss of profits. The Contractual Parties agree that the
liability of the Mandator for indirect and / or
consequential damage, such as loss of profits, loss of
production, loss of contracts, loss of use, loss of
reputation and other economic losses, and especially
damage that could arise as a result of direct damage is
excluded.
11.3.The Contractual Parties agree that the liability of the
Mandator to the Forwarder for any caused damage shall
not exceed the amount of CUZ 100.000. This limitation
of liability does not apply to those cases where damage
was caused intentionally or as a result of gross
negligence. The right to such damages is the only and
exclusive remedy to which the Forwarder is entitled and
the sole and exclusive obligation of the Mandator.
12. FORCE MAJEURE
12.1.Force majeure. In the case of occurrence of an event of
force majeure, the terms for discharging obligations
determined for the Contractual Parties by these General
Transport Terms and Conditions or the Contract shall be
prolonged by the period of time for which an event of
force majeure lasts. The Forwarder shall be obliged to
inform the Mandator of the occurrence and termination
of an event of force majeure without undue delay in
writing. The Forwarder shall be obliged to inform the
Mandator in writing without undue delay also of the
occurrence and termination of an event of force majeure
at their Sub-supplier including the Carrier. If the
Forwarder fails to do so within 24 hours of the
occurrence of this event, it is obliged to pay the
Mandator a contractual fine of CZK 20,000 per each
case. The following events are considered to be force
majeure: rebellion, social and civil unrest, strikes,
violent takeovers and blockades, earthquakes, fires, war
conflicts, serious damage to ways/roads by another
party, natural and weather events of exceptional,
unpredictable and unusual nature to the extent that,
without any doubt, hinders the performance of the
contract.
The Contractual Party concerned is required to do
everything possible to avoid further or subsequent
delays and has fulfilled its obligations under the contract
properly.
If the force majeure circumstances of a Contractual
Party persist for more than one month, the Contractual
Parties shall discuss and lay down the means of
resolving the difficulties through amicable negotiation.
13. WITHDRAWAL FROM THE CONTRACT
13.1.Reasons for withdrawal by Mandator Irrespective of
other provisions of these General Transport Terms and
Conditions or the Contract, the Mandator shall be entitled
to withdraw from the Contract in particular in the case of:
a) default by the Forwarder in discharging the
obligation to properly and duly perform the
transport;
b) initiation of bankruptcy proceedings relating to
the Forwarder;
c) entry by the Forwarder into liquidation
proceedings;
d) existence of an event of force majeure during a
period longer than 6 months.
13.2.Continuing rights and obligations. Upon withdrawal
from the Contract, the Contract shall cease to exist.
Upon withdrawal or any other manner of termination of
the Contract, the following shall not cease to exist:
a) claims to compensation for loss caused by violation
of these General Transport Terms and Conditions or
the Contract;
b) claims for payment of conventional fines incurred
through violation of these General Transport Terms
and Conditions or the Contract;
c) agreements on the obligation to maintain secrecy,
confidentiality and protection of know-how;
d) agreements on election of law and settlement of
disputes;
e) agreements on trade secrets
13.3.Method of settlement. In the case of withdrawal from the
Contract, the Contractual Parties shall arrive at a mutual
settlement, this in a way and within deadlines
determined by the Mandator. For this purpose, the
Mandator, within a period of 30 days from the moment
of withdrawal from the Contract, shall notify in writing
the Forwarder of the method of settlement, and shall in
particular:
a) specify the mutual claims of the Contractual Parties,
both claims incurred as a result of withdrawal from
the Contract and claims incurred on the basis of the
Contract;
b) set adequate deadlines for compliance with the
mutual claims;
c) determine the place and time of receipt of the
Consignment if this has not already been delivered
to the place specified by the Mandator
13.4.Other reasons for termination. The Mandator shall be
additionally entitled to withdraw from the Contract prior
to execution of transport in the case that the contractual
relationship between the Mandator and their end
customer ceases to exist, or without specifying a reason.
However, in such a case the Mandator shall be obliged
to compensate the Forwarder for costs expediently and
provably expended in connection with fulfilment of the
Contract, however, maximally to the amount of the
contractual price from which the Mandator withdrew. In
such a case, the Forwarder shall be obliged to send to the
Mandator the enumeration and specification of the
expediently and provably expended costs together with
the documents proving the claimed facts at the latest
within a period of 10 days from the moment of
withdrawal from the Contract, otherwise such a claim on
the part of the Forwarder shall cease to exist.
In the case of withdrawal from the Contract for reasons
on the part of the Forwarder, the Mandator shall be
entitled to compensation for and the Forwarder shall be
obliged to compensate the Mandator for all costs and
losses which the Mandator suffered as a result of such
withdrawal, this even beyond the scope of any
conventional fines.
13.5.Methods and effects of withdrawalWithdrawal from
the Contract must be executed in writing and must be
delivered to the other Contractual Party. Should any
doubt exist, withdrawal from the Contract shall be
deemed to be delivered to the other Contractual Party on
the third day after being provably dispatched by the
withdrawing Contractual Party.
14. SAFETY AND FIRE PROTECTION
14.1.Safety of labour and fire protection. If the Forwarder
fulfils the Contract on the premises of the Mandator or at a
place determined by the Mandator, the Forwarder shall be
obliged to fulfil the subject of the Contract in accordance
with legal regulations pertaining to the area of safety and
hygiene of labour, fire protection, and with relevant
standards including the internal regulations of Doosan Škoda
Power relating to the given areas. Within the scope of
introductory training, the Mandator shall inform the
Forwarder of obligations resulting from the internal
regulations of Doosan Škoda Power at the place of
fulfilment of the Contract; the Mandator shall secure
compliance with these regulations through their own
employees and workers in the entire supply chain of the
Forwarder (hereinafter referred to only as the “Forwarder’s
Workers”).
Upon request by the relevant employee of the Mandator, the
Forwarder shall be obliged to submit documents proving
compliance with the requirements of legal regulations and
other requirements.
The Forwarder’s workers shall be obliged to operate only in
demarked premises that were determined by the Mandator,
unless specified otherwise in the order. The Forwarder shall
secure visible designation of the workers with the name of
the company. The Forwarder’s workers are entitled to
individually access the DSPW workplaces only with a valid
identification card (hereinafter referred to as “IDC”) which
is issued on their names. The Forwarder’s workers shall be
obliged to be visibly designated with the name of the
company throughout their entire stay in the DSPW premises.
Should the Forwarder’s workers not use visible designation
on their work clothes or reflex vests during their stay in the
DSPW premises, then the Forwarder’s workers shall be
obliged to have visibly displayed the IDC which cannot
become a source of a possible injury. The Forwarder’s
workers shall be obliged to prove their valid IDC on request
of a Mandator’s authorized representative or a Mandator’s
H&S Representative. Should the Forwarder’s workers not be
able to provide a valid IDC, it will be considered as an
unauthorized access to the Mandator’s premises and it will
lead to an immediate banishment from the workplace. The
Forwarder is obliged to return the IDC to a Mandator’s
authorized representative when the reasons for access into
the DSPW premises have ceased to exist. Should the
Forwarder not return all the IDCs that were issued to them,
the Mandator may exercise with the Forwarder a fine for
each unreturned IDC in the amount of CZK 500, the same
shall be applied in the case of loss.
15. ECOLOGY – HANDLING AREAS
15.1.Premises of the Mandator. If the Forwarder carries out
the loading on the premises of the Mandator or at a place
determined by the Mandator, the Forwarder shall be
obliged to operate for this purpose only in zones or
handling areas demarked therefor by the Mandator.
16. SUB-SUPPLIERS
16.1.Liability of the Forwarder. The Forwarder assumes
liability and guarantee for losses caused by all parties
involved in execution of the transport, this during the
entire period of execution of the transport, as well as for
loss caused through their operations to the property of the
Mandator or a third party.
16.2.Removal of a Sub-supplier/Carrier In justified cases, the
Mandator shall be entitled to require that the Forwarder
removes any of their Sub-suppliers or Carriers from the
execution of the transport. The Forwarder shall be obliged
to meet such a request without undue delay, this pursuant
to this Article. Any costs associated with termination of
co-operation according to this Article shall be borne by
the Forwarder. Violation of this obligation shall be
considered to be material violation of the obligations of
the Forwarder and shall establish the right on the part of
the Mandator to withdraw from the Contract.
16.3.Conventional fine. In the case of violation of any of the
obligations determined by Article 19 of these General
Transport Terms and Conditions, the Forwarder shall be
obliged to pay the Mandator a conventional fine of CZK
100,000 for each individual case.
17. PROTECTION OF CONFIDENTIAL INFORMATION
17.1.Obligation to maintain confidentiality The Forwarder
undertakes to maintain confidentiality concerning any and
all information and/or data which they learn directly or
indirectly in connection with fulfilment of the Contract
and/or which are disclosed to the Forwarder by the
Mandator for the purpose of fulfilment of the Contract,
and shall not disclose or otherwise make available such
information and/or data to any third party without prior
written approval by the Mandator.
The Forwarder in particular undertakes that the Forwarder
shall use all information and/or data which the Forwarder
directly or indirectly learns in connection with the
fulfilment of the Contract and/or which are provided or
disclosed to them by the Mandator for the purpose of
fulfilment of the Contract solely for attaining the purpose
of the Contract.
17.2Confidential informationThe following shall not be
considered to be confidential information:
a) information which became publicly known
without the same being caused by the Forwarder
wilfully or by omission;
b) information which the Forwarder had legally
available prior to concluding the Contract,
provided that such information was not the subject
of another conclusion on protection of information
concluded earlier between the Contractual Parties,
or when the same is not protected by law;
c) information which is the result of a procedure
through which the Forwarder attained such
information independently and the Forwarder is
able to prove such a circumstance with their
records or the confidential information of a third
party.
17.3Conventional fine.In the case of violation of any of the
obligations determined by Article 20 of these General
Transport Terms and Conditions, the Forwarder shall be
obliged to pay the Mandator a conventional fine of CZK
100,000 for each individual case.
18. PERSONAL DATA PROCESSING
18.1.Rights and responsibilities of the Forwarder. Personal
Data, which will be handed over to Forwarder during the
implementation of the Contract, will be processed in
accordance to applicable statutory regulation and
especially in accordance to REGULATION (EU)
2016/679 OF THE EUROPEAN PARLIAMENT AND
OF THE COUNCIL of 27 April 2016 on the protection of
natural persons with regard to the processing of personal
data and on the free movement of such data.
18.2.If the Mandator and Forwarder undertake to process
personal data in accordance with the provision of Article
4 (2) of the GDPR and the Forwarder finds itself in the
position of the personal data processor in accordance with
the provision of Article 4 (8) of the GDPR, then such
processing of Personal Data will be governed by the
following conditions.
18.3.The personal data handed over by Mandator (hereinafter
only “Personal Data”) shall be processed for maximum
period which is necessary for fulfilment of obligations of
the Forwarder agreed in relevant Contract or any other
Contracts concluded between Mandator and Forwarder or
until application of personal data subject’s right of
Personal Data processing directly at the Forwarder.
18.4.The reason for Personal Data processing is the legitimate
interests pursued by the Mandator.
18.5The categories of processed Personal Data are:
a) Name and surname;
b) Telephone number;
c) Job classification;
d) E-mail address;
e) Information on professional certificates;
f) Travel document number (for visas).
18.6The Forwarder shall process the Personal Data only based
on documented instructions from the Mandator, including
with regard to transfers of Personal Data to a third country
or an international organization, unless required to do so
by Union or Member State law to which the Forwarder is
subject; in such a case, the Forwarder shall inform the
Mandator of that legal requirement before processing,
unless that law prohibits such information on important
grounds of public interest.
18.7The Forwarder ensures that persons authorized to process
the Personal Data have committed themselves to
confidentiality or are under an appropriate statutory
obligation of confidentiality;
18.8The Forwarder shall take all measures required to secure
processing of Personal Data according to article 32 of
GDPR and therefor shall take all measures required to
appropriate technical and organizational measures to
ensure a level of security appropriate to the risk.
18.9The Forwarder shall respect the conditions for engaging
another processor according to article 28, paragraph 2 and
4 of GDPR and therefore the Forwarder shall not engage
another processor without prior specific or general written
authorization of the Mandator. In the case of general
written authorization, the Forwarder shall inform the
Mandator of any intended changes concerning the
addition or replacement of other processors, thereby
giving Mandator the opportunity to object to such
changes. Furthermore where Forwarder engages another
processor for carrying out specific processing activities on
behalf of the Mandator, the same data protection
obligations as set out in this General Transport Terms and
Conditions and the Forwarder shall impose on that other
processor by way of a contract, in particular providing
sufficient guarantees to implement appropriate technical
and organizational measures in such a manner that the
processing will meet the requirements of GDPR. Where
that other processor fails to fulfil its data protection
obligations, the Forwarder shall remain fully liable to the
Mandator for the performance of that other processor’s
obligations.
18.10The Forwarder shall take into account the nature of the
processing, assist the Mandator by appropriate technical
and organizational measures, insofar as this is possible,
for the fulfilment of the Mandator’s obligation to respond
to requests for exercising the data subject’s rights laid
down in Chapter III of GDPR.
18.11The Forwarder shall assist the Mandator in ensuring
compliance with the obligations pursuant to articles 32 to
36 of GDPR taking into account the nature of processing
and the information available to the Forwarder.
18.12The Forwarder shall at the choice of the Mandator, delete
or return all the Personal Data to the Mandator after the
end of the implementation of the Contract related to
processing, and delete existing copies unless Union or
Member State law requires storage of the Personal Data.
18.13The Forwarder shall make available to the Mandator all
information necessary to demonstrate compliance with
the obligations laid down in article 28 of GDPR and allow
for and contribute to audits, including inspections,
conducted by the Mandator or another auditor mandated
by the Mandator.
18.14The Forwarder shall immediately inform the Mandator if,
in its opinion, an instruction infringes GDPR or other
Union or Member State data protection provisions.
18.15The Parties undertake to promptly notify each other of
any known facts which may affect the proper and timely
fulfillment of the obligations under this General Transport
Terms and Conditions.
18.16The Forwarder is obliged to take such measures, along
with internal procedures leading to the detection and
handling of breaches of security, taking into account in
particular the risks involved in the processing, in
particular the accidental or unlawful destruction, loss,
alteration or unauthorized provision or disclosure of
transmitted, stored or otherwise processed Personal Data.
Such measures may include, but are not limited to:
specifying rules for working with such information
systems, ensuring that automated processing systems for
personal data are used only by authorized persons for
such persons to have access only to Personal Data
corresponding to the authorization of such persons, to
determine and verify when and for what reason Personal
Data have been recorded or otherwise processed and to
prevent unauthorized access to data carriers, in particular
through the setting of passwords, access rights,
encryption, central counter, documentation of adopted
technical and organizational measures, locks, bars, etc.
18.17. The Forwarder is obliged to report Personal Data breach
to the Mandator without undue delay as soon as he detects
such violation. The notification will be made to
[email protected], follow by notification by phone
on: +420 733 144 282.
18.18The information obligation under article 13 and article 14
of GDPR, in relation to the data subjects whose Personal
Data are processed under this General Transport Terms
and Conditions, will be fulfilled by the Mandator, unless
otherwise agreed by the Mandator and the Forwarder.
18.19Processing of personal data by the Mandator The
provisions of article 21 of this General Transport Terms
and Conditions apply mutatis mutandis to the Mandator if
the Mandator finds himself in the position of a personal
data processor in accordance with the provision of Article
4 (8) of GDPR. In such a case, the Mandator undertakes
to process personal data in accordance with the
obligations laid down by these terms and conditions to the
Forwarder.
18.20The Mandator acknowledges that personal data
transmitted by the Forwarder may be processed,
10
particularly when the Mandator is provided with personal
data used for common business transactions that is
legitimate interests of the Forwarder (purpose of
processing). The purpose of the processing may also be
the fulfillment of a legal obligation, especially if the
employee’s certificates are passed on their eligibility for a
given work performance or in relation to the equipment or
services supplied (e.g. welding certificates, apprenticeship
certificates, etc.).
18.21Personal data transmitted by the Forwarder will be
processed by the Mandator for the duration of the contract
or contracts concluded between the Mandator and the
Forwarder or until the rights of the entities of such
personal data have been exercised directly to the
Mandator. Above this framework, personal data may be
processed for the duration of Mandator’s legitimate
interest (e.g. the maintenance of necessary certificates)
18.22The Forwarder acknowledges and gives its consent to the
transfer of personal data by the Mandator to other
processors for the same purpose and for the same
specified processing time. These other processors are
mainly Mandator’s clients who require some documents
that contain personal data such as certificates and
certificates that are linked to the service provided or the
equipment delivered.
18.23The scope of personal data processed by the Mandator
and delivered by the Forwarder shall be specified by the
Forwarder in the written acceptation of the order in
accordance to Article 3.2 of this General Transport Terms
and Conditions.
19. GOVERNING LAW
19.1.Governing law. The rights and obligations of the
Contractual Parties resulting from these General
Transport Terms and Conditions, including the Contract
concluded, shall be governed by the legal order of the
Czech Republic, in particular by the Civil Code.
Application of INCOTERMS 2010 shall not be affected
by these provisions.
20. JURISDICTION
20.1.Jurisdiction. The Contractual Parties undertake to solve
any and all disputes originating from the Contract
preferably by amicable settlement. Should it not be
possible to solve any of the disputes originating from the
Contract in an amicable way, such a dispute shall be
settled by the locally appropriate court of justice in
Pilsen.
21. SEVERABILITY CLAUSE
21.1.Severability clause. Should any of the agreements of
these General Transport Terms and Conditions or the
Contract be or become invalid, ineffective, opposable or
unenforceable, it shall not have any influence on the
validity and enforceability of other agreements, provided
that such an agreement may be separated from these
General Transport Terms and Conditions or the Contract
as a whole. The Contractual Parties undertake to exert
all effort to replace such an invalid, opposable or
unenforceable agreement with a new agreement which
would be, in terms of its content and effect, as close as
possible to the content and purpose of the invalid,
ineffective, opposable and/or unenforceable agreement.
22. OTHER PROVISIONS
22.1.Conventional fines. Any and all conventional fines
determined by these General Transport Terms and
Conditions or the Contract shall be payable within a
term of 30 days from delivery of the accounting
statement for the conventional fine to the other
Contractual Party. By payment of any conventional fine,
the right of the Mandator to compensation for loss, this
to the full extent, shall not be affected. The Mandator
shall be entitled to exercise both claims separately in
parallel.
22.2Exercising the claim.If any of the claims of the
Forwarder pursuant to these General Transport Terms
and Conditions or the Contract is not exercised within a
period of 12 months from the moment an event which
established such a claim occurred, then such a claim on
the part of the Forwarder shall automatically be timebarred upon the expiration of the mentioned period of
time.
22.3Right of retention.The Forwarder shall not be entitled to
use any subject of performance supplied on the basis of
the Contract as a subject of the right of retention
pursuant to the provisions of Section 1395 et seq. of
Civil Code.
22.4Omission.Any omission or failure to exercise any rights
of the Mandator resulting from these General Transport
Terms and Conditions or the Contract shall not be
deemed to form a waiver of such rights against the
Forwarder and shall not result in termination of such
rights or termination of the possibility to exercise such
rights.
22.5Ban on employmentThe Forwarder undertakes not to
offer the employees of the Mandator the conclusion of
employment or other contractual instrument resulting in
the origination of a labour-law relationship with the
Forwarder or any other third party, and that they shall
not conclude employment with any employee of the
Mandator or any other contract resulting in origination
of a labour-law relationship. In the case of violation of
this obligation, the Forwarder shall be obliged to pay the
Mandator a conventional fine of CZK 100,000 for each
individual violation of the obligation being secured.
22.6Technical specifications.If the Mandator has submitted
to the Forwarder technical specifications of the subject
of performance, then such technical specifications shall
form an integral part of the Contract.
22.7Validity and effectiveness.These General Transport
Terms and Conditions are valid and effective as at the
date 31. 1. 2019.