General Terms and Conditions for Transportation

General Terms and Conditions for Transportation
(Valid, harmonized and revised content as of August 10, 2006)

Section 1
Scope
1. These terms of transportation shall be applied to all agreements concluded between customer and carrier and are considered carriage activity under the Hungarian laws.
2. If the carrier issues a combined consignment document (MTO/CTO), these terms and conditions shall be ignored.

Section 2
Carriage Agreement
1. By signing the carriage agreement, the carrier engages to conclude the transportation and other agreements specified in the assignment on its own behalf but in favour of the customer and to provide supplementary services in connection with the assignment.
2. These terms and conditions shall also be applicable in cases when the carrier concludes transportation/other agreements on behalf of its customer or is assigned to accept goods.
3. Offer of the carrier shall only be valid if accepted without delay unless the deadline for offer commitment is expressly referred to in the offer. In such cases, the assignment shall be delivered to the carrier at latest on the last day of deadline.
4. Assignments shall be submitted in writing. All purchase orders/assignments made by phone or in oral shall be confirmed immediately in written form by the customer. Any consequence arising from or in connection with breaching this obligation shall be borne by the customer.
5. The assignment shall include accurate information required for the carriage agreement. Any consequences arising from or in connection with missing or incomplete assignments shall be borne by the customer.
6. Carrier shall not be obliged to verify whether data disclosed by the customer are valid and true.
7. The carriage agreement shall not be considered concluded unless the carrier makes a statement of acceptance with the same content as the offer of the customer. Should the assignment be found incomplete or inaccurate, the commencement date of legal relationship between the parties shall be considered the date of delivery of the amended/corrected agreement.
8. Instructions of the customer on disposing the consignment to a third party shall not be withdrawn after the third party has started to exercise its right of disposal on the consignment.

Section 3
Execution of the Assignment
1. During the execution of the assignment, carrier shall be obliged to act in a way expectable from diligent entrepreneur and, most important of all, shall represent the best interests of the customer.
2. Carrier shall be obliged to follow the instructions provided by the customer and notify the customer if such instructions are unprofessional. Any consequences arising from or in connection with unprofessional, unconductive or delayed instructions made by the customer shall be borne by the customer.
3. Carrier shall be obliged to notify the customer on any circumstances that obstruct, in any way, the execution of the assignment or make any kind of amendment to the assignment necessary.
4. If the customer decides to cancel its assignment after the carrier has made reasonable arrangements for the execution of the assignment, then any costs and expenditures arising thereof as well as the carriage fee shall be paid by the customer.
5. In the case of events occur that, in part or wholly, make the fulfilment of carrier’s obligation unfeasible, the carrier shall be entitled to terminate the agreement and to reclaim its expenditures and pro-rated carriage fee.
6. If the customer amends the assignment in a way so it becomes impossible to execute, carrier shall be entitled to terminate the assignment and reclaim the reimbursement of its incurred expenditures as well as the carriage fee payable.
7. If the carrier has requested but has not received instructions from the customer within due course, the carrier shall be entitled to make decisions at its own best option. During such decisions and arrangements, the carrier shall be obliged to consider the mitigation of customer’s damages and reasonable aspects.
8. Carrier shall be entitled to forward customer’s consignment in collective traffic unless expressly prohibited by the customer.
9. Carrier shall be obliged to know and comply with only those authority regulations that are directly related to the carriage activity. Carrier shall not be held responsible for complying with any other authority regulation.
10. Carrier shall be entitled to perform the carriage activity itself (agrees on general contracting price) or to assign subcontractors to perform the works.
11. Carrier does not guarantee that the consignment is forwarded on a specific date/with a specific service unless expressly declared.
12. Upon the request of customer, the carrier shall issue a proof of receipt.
13. If desired, the carrier shall ensure appropriate storage/transit storage of the consignment prior to dispatching or forwarding it.
Storage shall take place in the warehouse owned and operated by the carrier or in a foreign warehouse occasionally used by the carrier.
Customer shall be entitled to inspect the consignment at its own cost, accompanied by the carrier, during normal operating hours provided this inspection does not disturb or obstruct the operation of the carrier. The customer or its representative shall be entitled to take sample from or other actions to the goods if it is previously agreed on with the carrier. Any and all costs relating to sampling or other actions shall be borne by the customer.
The customer shall be held responsible for all damages caused by the customer to the carrier or third parties in connection with the inspection of goods, sampling or other activities.
If the customer declares that the inspected consignment is missing, incomplete or has been damaged, customer shall be entitled to request a protocol be issued which the carrier shall not reject. If the customer intends to assign an expert in connection with the missing, incomplete or damaged consignment, the carrier shall grant its consent but all costs and expenditures arising thereof shall be borne by the customer.

Section 4
Handing over the Consignment to the Carrier
1. When the customer hands over the consignment to the carrier or its representative, the carrier shall be entitled but not obliged to verify the actual details of the consignment expect for the quantity of goods.
2. If the verified details do not match the assignment details to an extent so different settlement conditions must be calculated, then the carrier shall immediately notify the customer on the fact that the assignment/offer details do not match the actual, delivered consignment details. Any and all consequences arising from or in connection with such conditions (delay, fee level, expenditures, etc.) shall be borne by the customer.
3. If details of the consignment need amendment for any reason, the carrier shall notify the customer thereof and request information, if necessary.
4. Carrier shall not be obliged to packing or batching the consignment, nor correcting any defective packaging except for cases when such actions are immediately required to prevent further damages. In such cases, customer shall be obliged to compensate the carrier for any damages and costs caused thereby.

Section 5
Hazardous Goods that Require Special Handling
1. Any consignments that represent danger to other consignments, other goods or persons, or such consignments which are subject to fast spoilage or otherwise sensitive shall only be handed over to the carrier or its representative upon prior written agreement made with the carrier and the hazardous nature of such consignments shall be indicated on the documents and the consignments themselves.
2. The customer or its representative (if applicable) shall be obliged to, in advance, hand over to the carrier the signed statement about the hazardous/special characteristics of the consignment with reference to the goods classification of each carriage method as specified in the regulation concerning the transportation of hazardous goods. Customer shall be held responsible for any damages arising from or in connection with failure to comply with such obligation.
3. If the customer fails to inform the carrier on the hazardous characteristics/nature of the consignment, the carrier shall be obliged to make any arrangements required to eliminate the dangers caused by the hazardous nature of the consignment. Any and all costs incurred by the carrier in connection therewith shall be reimbursed by the customer.

Section 6
Cargo Insurance
1. Carrier shall be obliged to apply insurance on the consignment pursuant to the insurance conditions provided by the customer and based on the assignment details only upon the written request and at the cost of the customer.
2. Disclosing the value of consignment itself shall not be considered an assignment for applying insurance on the consignment.

Section 7
Terms of Payment
1. Customer shall be obliged to pay the carrier a carriage fee in the case of receipt rate form or to reimburse all costs incurred by the carrier and pay carriage commission to the carrier in the case of commissioning settlement form.
2. Invoices issued by the carrier shall be due immediately after receipt unless otherwise agreed by the parties and delay in payment shall immediately be applicable without any prompt or other conditions. The actual amount of default interest shall be calculated in accordance with the applicable Hungarian legal regulations.
3. The carrier shall be entitled to request the customer to make advance payment, to enter into a separate agreement with the customer concerning the terms of payment and to collect the costs and fees, payable to carrier, from the customer by means of collection order.
4. If the customer guarantees, in the carriage agreement, the payment of a third party for the carriage services provided by the carrier, then the carrier shall be entitled to reject this condition, or in the case of non-payment of such third party, the customer shall be held responsible for payment of the carrier’s receivables including applicable interests.
5. Neither the customer, nor any third party assigned by the customer shall be entitled to use offset or exercise the right of retention against the carrier’s receivables.
6. If the customer fails to make payment for due fees as few as one time, then the carrier shall be entitled to, at its sole discretion, require the customer to pay security. If the customers fails to provide the security required by the carrier until the set deadline, the carrier shall be entitled to terminate the carriage agreement. The carrier shall be entitled to request security in particular in cases when the customer has already previously failed to comply with a deadline in any matter, or if the goods do not cover the expected costs.
When estimating the value of the consignment, the carrier considers the value disclosed by the customer to be the basis for such estimation. However, the carrier shall be entitled to have the market value of the goods inspected and determined by a third party expert. If the market value of the goods determined by the third party expert is less than the value disclosed by the customer, the carrier shall be entitled to use the lower value as the basis of calculation of the security.

Section 8
Mortgage, Right of Retention
1. The carrier shall have the right of mortgage on every assets and values which are in possession of the carrier and which the carrier can use, by instrument, to dispose to the extent of such receivables that results from the specific carriage assignment regardless of being due or not.
2. The mortgage/right of retention shall be extended to such assets/values that are not directly connected to the carriage assignment but the financial position of the customer endangers the settlement of carrier’s receivables, or if the debtor does not permanently settle its debts.
3. The carrier shall be entitled to exercise the right of mortgage by means of trade procedure without having to go to the court.

Section 9
Responsibility of the Carrier
1. The carrier shall be responsible for any damages caused by the breach of the agreement, if the carrier was at fault. The carrier shall not be held responsible for any damages caused by third party carriers, warehouse suppliers, loaders, indirect forwarding agents or individuals providing other services unless the carrier did not act in a manner expected from diligent entrepreneurs when assigning such third parties.
2. Parties may agree that the carrier may enforce its compensation claims against the persons designated above in favour but also at the risk of customer during court proceedings or outside of court. Regardless of the ultimate outcome of the proceedings, the carrier shall be entitled to the fee jointly agreed on by the parties for such services.
3. If the carrier is found responsible and the claimant resides/is seated inland, responsibility of the carrier shall be governed by the applicable provisions of the Civil Code of the Republic of Hungary. If the carrier is found responsible and the claimant resides/is seated in a foreign country, responsibility of the carrier shall be restricted to an extent to which the liability of carriers is restricted by the regulations applicable to carriage agreements in the country of claimant.
4.1 The carrier shall be held responsible, as forwarding agent, for damages caused to the consignment, if:
a) the consignment was transported by the carrier itself,
b) the consignment was forwarded in collective traffic and the damage occurred for this reason,
c) the damage to the consignment occurred within the scope of the carrier’s carriage activity.
4.2 If the carrier is responsible as forwarding agent, its liability shall be governed by the rules of actually applied carriage method as well as all general rules.
4.3 If it is not unambiguously ascertainable which carriage method was used when the damage occurred, the extent of liability shall be governed by such rules of carriage methods used in combined transportation that is the most favourable for the customer.
4.4 If the carrier is found responsible as forwarding agent and the claimant resides/is seated in a foreign country, responsibility of the carrier shall be restricted to an extent to which the liability of forwarding agent is restricted by the regulations applicable to legal transactions in the country of claimant.
5.1 The carrier shall be held responsible as forwarding agent even if the carrier has expressly undertaken this liability in writing. In such cases, the following supplementary regulations shall also be applicable.
5.2 If the carrier has expressly undertaken the liability for forwarding agents in a written form, then it shall be obliged to pay default interest on an hourly basis in the case of delayed receipt or service. The actual amount of default interest shall be determined by the Association of Hungarian Forwarding and Logistic Service Providers*. The customer shall be entitled to claim its damages exceeding the amount of the contractual penalty only if the customer has informed the carrier of its reasonable interests in the services being provided in due course and the carrier has undertaken to comply with the deadline after becoming familiar with such interests, and the customer justifies that the delay was not caused by a reason beyond the reasonable control and outside the carrier’s scope of carriage activities.
5.3 The carrier may undertake, in writing and for appropriate compensation, to compensate the customer for justified damages that the customer has caused to third parties due to any delay in the execution of the carriage (forwarding) agreement. The obligation of the carrier set out in this clause shall not be based on the actual liability but rather be considered a business service.
5.3.1 In the case of such claims, the assignment shall include the expected types of damage, their estimated amount and the instruments that justify the customer’s liability to third parties shall be enclosed. After the occurrence of possible damage, instruments that justify the settlement/compensation for the damages made by the customer shall also be submitted.
5.3.2 The carrier shall not compensate any damages caused by Acts of God, natural disaster, authority orders, strike, events out of the reasonable control of carrier or its contributor or any other circumstances that apply to non-standard carriage/forwarding business operation.
5.3.3 The carrier compensates for the damages only if the customer transfers its rights, to the carrier, against third parties relating to the damage and delivers all documentations to the carrier that justify the damage in terms of factual and legal aspects. Compensation of the damages lies at the sole decision of the carrier if the damage is only “assumable” in terms of either legal or factual aspects. If the customer has paid for the compensation of damages without obtaining prior written consent of the carrier, then the carrier shall not be bound.

Section 10
Limitation
1. Claims that can be made under the carriage agreement are barred by limitation after one year. Limitation shall commence on the date when the claim becomes due but the date of dispatch of the goods, at the latest.

Section 11
Applicable Law. Jurisdiction.
1. Agreements of the carrier shall be governed by the substantive Hungarian laws.
2. Parties agree to attempt to resolve any legal disputes in a peaceful manner.
3. Unless otherwise agreed in writing by the parties, all legal disputes arising between the parties shall be deferred to the exclusive jurisdiction of the competent court based on the carrier’s seat.
The carrier reserves the right to differ from certain provisions of these GENERAL TERMS AND CONDITIONS under a separate agreement or in special contracts.

NOTE:
This is a version synchronized with amendments approved by the General Assembly of the Association of Hungarian Forwarding and Logistic Service Providers held on May 23, 2000 and May 29, 2002. (Amendments approved on May 23, 2000 are highlighted in bold and amendments approved on May 29, 2002 are highlighted in bold and italic.)
* Resolution adopted by the Association of Hungarian Forwarding and Logistic Service Providers
The Board has adopted the following resolution on its meeting held on January 28, 2003: “The Board hereby publishes the amount of penalty concerning Section 9 (Clause 5.2) as follows: 60 EUR/hour but no more than double the carriage fee.”