Noerpel Baltic UAB

General Conditions for Carriers for the Carriage of Goods

 

1. Subject Matter of the Contract

1.1. Under the Contract, the Carrier undertakes to collect the Cargo from the Sender at the Loading Place, to render services for its proper and timely Transportation to the Unloading Place, and to deliver the Cargo to the Consignee. The Client undertakes to pay the agreed Freight charge / Remuneration for the proper and timely Transportation of the Cargo.

1.2. In case of conflict, the special conditions specified in the Loading Order or agreed between the Parties shall prevail over these Conditions.

1.3. The carriage of Cargo and the mutual relations of the Parties are governed by these Conditions, the Loading Order, the Convention on the Agreement for the International Carriage of Goods by Road (hereinafter – CMR Convention), the European Agreement concerning the International Carriage of Dangerous Goods by Road (hereinafter – the ADR Convention), the Civil Code of the Republic of Lithuania, as well as other international and national legal acts regulating the international carriage of goods by road.

 

2. Rights and Obligations of the Parties

2.1. Obligations of the Client

The Client undertakes to:

2.1.1. provide the Carrier with information about the Cargo, conditions for its Transportation, Cargo Accompanying Documents, all available information required for customs and other formalities. The Client may specify the location where the Carrier must collect the Cargo Accompanying Documents and (or) give the Carrier other instructions concerning the Cargo Accompanying Documents.

2.1.2. ensure that the Cargo is properly prepared and delivered for the Transportation at the Loading Place at the time specified in the Loading Order.

2.1.3. ensure that the Cargo is loaded and/or unloaded within 1 working day from the arrival of the vehicle at the Loading/Unloading Place located in the EU/EEA, except for cases where otherwise specified in the Loading Order.

2.1.4. inform the Carrier immediately about any changes to the conditions for the Transportation of the Cargo and about any other relevant instructions received concerning the Cargo in transit.

2.1.5. pay the Carrier – as specified in more detail in section 4 below – the Freightcharge / Remuneration for a proper and timely Transportation of the Cargo.

2.1.6. the Client may be responsible for Downtime periods exceeding the time limits for Cargo loading/unloading established in the Contract. The fine for Downtime periods shall be applied for working days only and in compliance with the CMR and ADR conventions.

2.2. Obligations of the Carrier

The Carier undertakes to:

2.2.1. execute the Transportation of the Cargo with due diligence and in compliance with all relevant laws and regulations.

2.2.2. provide for the purposes of the Cargo Transportation only vehicles (lorries, trailers) which are in impeccable technical condition, clean, well-maintained, suitable for the Transportation of the Cargo specified in the Loading Order, and which fulfill all technical and regulatory requirements defined in national and international laws and regulations for the Transportation of the Cargo.

2.2.3. collect, hold, and submit to the Client all Cargo Accompanying Documents and proof of delivery documents as follows.

• Consignment Notes (two counterparts) which must indicate the Client’s order number, Loading Place, Unloading Place, Sender, Consignee, Carrier, data of the Cargo, other relevant data, and must bear signatures and stamps of the Carrier and Consignee
• Carrier’s VAT invoice which must indicate the Client’s order number.
• Customs documents (if applicable): T1, import/export documents, customs seal acknowledgments
• Palettes exchange papers (if applicable)
• Other documents received during the Transportation (if applicable)

The Carrier must submit these documents electronically and as original. Electronic copies must be high quality (readable) copies and sent via email to the Client (info-vilnius@noerpel.de) not later than within 1 working day after delivery of the Cargo.

The originals of the documents must be mailed/delivered to the Client not later than 7 days after delivery of the Cargo.

If the Carrier fails to submit the originals in time, it must pay the Client an administration fee of 45 EUR and expect and accept a delay in the payment of the Freight charge / Remuneration.

2.2.4. ensure that the vehicle arrives on time at the Loading Place and the Cargo is delivered on time at the Unloading Place/Destination, as specified in the Loading Order, likewise that the vehicle arrives on time at the customs facility for the completion of all necessary customs formalities.

2.2.5. be present at the Loading and Unloading Place at the time specified in the Loading Order.

2.2.6. verify and ensure that each Consignment Note contains data about the Cargo, the Loading Place, the Unloading Place, the Sender and the Consignee, the quantity of the Cargo and any other information relevant for the proper identification and Transportation of the Cargo

2.2.7. participate in the loading process and verify that the Cargo (number of packages, marks and numbers, weight) corresponds to the data in the Cargo Accompanying Documents and the Loading Order, also check the apparent condition of the Cargo and its packaging. In case of deviations and/or apparent discrepancies / deficiencies in the condition of the Cargo, including packaging, marks and numbers, weight, the Carrier must immediately notify the Client, not leave the Place of Loading, and await the Client’s instructions, and make reservations in all copies of the Consignment Note, including the copy for the Sender. If the Carrier fails to inform the Client about these circumstances before leaving the Loading Place, the Carrier shall be solely responsible and liable for all damages and expenses incurred by the Client due to such failure.

2.2.8. fully compensate the Client for any delayed deliveries and for any (full or partial) loss of and/or damage to the Cargo which occurred during the Transportation of the Cargo.

2.2.9. exchange pallets and/or packaging and/or return pallets/packaging to the Loading Place or other place, as specified in more detail in the Loading Order; in case of doubt, such exchange / return must be done within 30 calendar days after the delivery of the Cargo. If the Carrier fails meet its obligation, the Client may request payment of a fine of EUR 18 per pallet and of an additional administration fee of EUR 20.

2.2.10. have valid third-party liability (CMR) insurance for the entire period of the Transportation of the Cargo with premiums fully paid. The insured sum must be sufficient to cover maximum liability limits. In the case of subcontracting, the Carrier must have a valid carrier liability insurance policy, with the premium paid, and must ensure that the final carrier has a valid third-party liability (CMR) insurance with premiums fully paid.

Note: In the case of domestic transports, any insurance must cover the maximum liabilities according to the national regulations of the country of transit (which might be higher than maximum liabilities under the CMR convention like, for instance, under the German Trade Code (Handelsgesetzbuch).

The Carrier must send the Client a copy of the valid liability insurance policy before the commencement of the Transportation, otherwise the Client may arrange for such insurance coverage at the expense of the Carrier.

Where the value of the Cargo being carried exceeds, the sum insured as fixed in the Carrier’s insurance policy, the Carrier must prior to starting the Transportation increase the insurance sum to the amount of the value of the Cargo. If the Loading Order does not show the value of the Cargo under transportation, the sum of the insurance must not be lower than the market value of the Cargo.

In case of doubt, the Carrier must clarify the required insurance with the Client prior to commencing the Transportation.

2.2.11. inform the Client immediately about any delay or other obstacles to a proper and timely execution of the Transportation.

2.2.12. not make any changes that may result in non-compliance with the instructions in the Loading Order without a written confirmation of the Client.

2.2.13. not deliver the Cargo to third parties (including, but not limited to, the Sender or the Consignee) without the written consent of the Client is prohibited.

2.2.14. in case of full truck loads (FTL) absolutely refrain from transshipment and additional loading even if there should be free loading space in the vehicle (absolute prohibition of transshipment and additional loading for FTL).

2.2.15. refrain from initiating contact with the Client’s customers. The Carrier must not reach out to the Client’s customers and shall not engage with them concerning the provision of transportation or forwarding services during the validity of the Contract and for 12 months after. The Carrier agrees to pay the Client a penalty of EUR 5 000 for each violation of this obligation and to immediately terminate any contracts which it concluded with the Client’s customers in breach of this con-competition obligation.

2.2.16. comply with all applicable national and international laws and regulations and with the Carrier’s obligations under these legal instruments, including but not limited to the following (by accepting the Loading Order, the Carrier confirms that it is aware of its obligations under these laws and regulations):

• Requirements applicable to Carriers for the carriage of goods by road (licenses, permits etc.)
• Minimum wage requirements, including but not limited to those applicable in Germany (Mindestlohngesetz) and France.
• Requirements under migration laws applicable to the Carrier and its drivers, including those applicable in the country, in which the Carrier is registered and in all countries where it operates (such as the German Gesetz zur Bekämpfung der illegalen Beschäftigung im gewerblichen Güterkraftverkehr), including requirements of the Carrier as an employer to notify authorities (such as the German Customs (Zoll) or to hand it out to the driver (such as for France the Attestation de detachment)
• Taxation requirements applicable to the Carrier and the Carrier’s drivers, including those applicable in the state in which the Carrier is registered and all countries in which it operates.
• Customs requirements. Note that if Cargo Accompanying Documents contain export/import declarations or other customs documents, then the Carrier is obliged to ensure that these documents are duly processed by the customs authorities as well as that necessary customs seal acknowledgments are obtained.
• Requirements under the ADR Convention. Note that in case of Transportation of dangerous goods in the meaning of the ADR Convention, the Carrier must ensure that the relevant equipment of the carriage of dangerous goods is in impeccable condition and that the driver has a valid driver license for transporting ADR goods.
• Requirements under the CMR Convention
• Requirements for driver working time and rest periods, including the European Agreement concerning the Work of Crews of Vehicles engaged in International Road Transport (AETR Convention) and Regulation (EC) no. 561/2005 as well as respective national legal acts, and in the course of local Cargo Transportation, requirements of Regulation (EC) no. 1072/2009.
• Requirements applicable to the Carrier and its drivers under the EU Mobility package, including Regulation (EC) no. 1071/2009 as amended by Regulation (EU) no. 2020/1055
• Requirements concerning fire safety, hygiene, safety at work, environmental safety.
• Anticorruption and antibribery requirements
• Requirements under the General Data Protection Regulation (EU) No. 2016/679
• Requirements under the European Union and other applicable regulation regarding transportation of sanctioned goods in transit (including Regulation (EU) no. 833/2014, Regulations (EU) no. 765/2006, Regulations (EU) no. 2021/821, and legislation concerning targeted sections, including Regulations (EU) and their amendments. The Carrier confirms that the Carrier, its shareholder(s) and ultimate beneficial owner(s) are not included in the list of persons, groups and entities subject to EU or USA sanctions and the Carrier will inform the Client if this situation should change, not later than three days after the entry into force of sanctions. The Carrier assumes full liability and undertakes to hold the Client harmless in case of breaches of these sanctions-regulations and its obligation to inform the Client… 

2.2.17. ensure that its drivers meet the requirements applicable to drivers under national and international laws and regulations.

2.2.18. not transfer (subcontract) to third persons, without the Client’s prior written consent, any of the rights and obligations arising from the Contract and thus not to use the services of third persons (carriers and/or forwarders) during the Transportation. If the Carrier uses (subcontracts) third persons with the written consent of the Client, the Carrier must ensure and the Carrier guarantees and assumes vis-à-vis the Client full responsibility that these third persons (subcontractors) meet all conditions specified in these Conditions and the Loading Order, and that they comply with all requirements of the Contract, including but not limited, all legal requirements stated in 2.2.12-2.2.17.

2.2.19. provide upon the Client’s request without undue delay all documents required to confirm compliance with the aforementioned laws and regulations, including documents confirming the compliance of third persons / subcontractors used by the Carrier.

2.2.20. fully and unconditionally cooperate, without extra charge, with the Client in all disputes related to the Transportation of the Cargo.

 

3. Rights of the Carrier

The Carrier may:

3.1. choose, at its discretion, the route of Cargo Transportation, unless otherwise specified in the Loading Order. The Carrier shall choose the route at his own risk and shall cover at his expense all costs in connection with such decisions, unless otherwise specified in the Loading Order.

3.2. request compensation for actually incurred additional costs relating exceptionally to the carrying out of the Client’s additional instructions which change essentially the instructions indicated in the Loading Order. Such additional costs, if they are relating to increased kilometrage from the Loading Place to the Unloading Place as a result of additional instructions from the Client, shall be calculated and the Carrier shall be reimbursed in proportion to the original kilometrage and the agreed price of carriage. Accordingly, if the additional Instructions from the Client are relating to lower kilometrage from the Loading Place to the Unloading Place compared to that in the Loading Order, the Client may reduce the Freight charge / Remuneration specified in the Loading Order in proportion to the original and actual kilometrage. Compensation for other additional costs relating to the carrying out of the Client’s additional instructions but not relating to an increase of kilometrage shall be paid against the cost- supporting documents provided by the Carrier and only if such costs were agreed in advance and in writing with the Client.

 

4. Freight charge / Remuneration

4.1. The Client pays the Carrier the Freight charge / Remuneration for the timely and proper Transportation and delivery of the Cargo.

4.2. Unless specified differently in the Loading Order, the Freight charge / Remuneration is due for payment within 30 calendar days following the receipt by the Client of all the originals of the proof of delivery documents specified in section 2.2.3.

4.3. The Carrier must submit separate VAT invoices for (i) the Freight charge / Remuneration and (ii) any additionally incurred costs / Downtime.

4.4. The Carrier must submit claims relating to the compensation of penalties, forfeits / fines (including for Downtime) or additional expenses or damages within 7 calendar days following the delivery of the Cargo. Such claims must be accompanied by full documentation of the claim. Justified claims are settled by the Client within 45 calendar days following the receipt of the claim and satisfactory claim documentation. Claims submitted without valid reason later than 7 calendar days following the delivery of the Cargo shall be deemed forfeited.

4.5. The Carrier must not, without the Client’s prior written consent, assign to third persons any of the rights and obligations under the Contract. This prohibition includes the prohibition to transfer payment claims / receivables and other rights under factoring agreements or to debt collection agencies.

4.6. The Client may assign the Contract or any rights and obligations under the Contract to any company of the Client’s group without separate or additional consent from the Carrier.

4.7. The Client may withhold all and any sums payable to the Carrier under the Contract or other agreement in case of damage or (full or partial) loss of the Cargo, also in cases, in which the Carrier breaches any other obligation under the Contract and/or mandatory requirements of national or international laws and regulations. The Client notifies the Carrier in writing about the intention to withhold sums. The Client may withhold sums without negative sanctions until the Parties completely resolve the issue related to the damaged Cargo or violation of obligations.

4.8. The Client may at any time unilaterally set-off any claim it holds against the Carrier (including claims for damages, payment of fines) with any claim the Carrier has against the Client (including claims for Freight charge / Remuneration). The Client may make setoffs even if its claims do not emanate from or relate to the same Loading Order or the same Contract. The Client undertakes to notify the Carrier in writing about setoffs.

4.9. The Carrier is not allowed to unilateral set-off and unilateral setoffs made by the Carrier shall be deemed void, unless approved by the Client in writing.

 

5. Liability and limitations

5.1. Liability of the Client.

5.1.1. The Client is liable for the proper fulfilment of the Client’s obligations under the Contract.

5.1.2. The Client is liable for the cancellation of the Loading Order fewer than 8 hours before the time agreed for the provision of a vehicle at the Loading Place. In such a case and provided that the Carrier’s vehicle had already arrived at the Loading Place, the Carrier may claim a forfeit / fine from the Client equal to 10% of the agreed net Freight Charge / Remuneration, unless otherwise agreed by the Parties.

5.1.3. The Client may be liable for Downtime periods in cases established in the Contract. The fine for Downtime periods shall be paid only upon the Carrier’s written request if all requirements specified in sections 2.1.6., 2.2.11., 4.3, 7.9., of these Conditions and the requirements under the CMR Convention were met by the Carrier, and only for full additional working days (24 hours) of Downtime. Unless otherwise agreed in the Loading Order, Downtime shall entitle the Carrier to a fine of EUR 250 for one additional full working day (24 hours) of Downtime. The Carrier is not entitled to any additional amounts/payment/compensation of losses in connection with the Downtime. Should the Client fail to load the Cargo as agreed, the Carrier shall not be permitted to cancel the Loading Order and to leave the Loading Place without having obtained instructions from the Client; however, the Carrier may then claim the agreed Downtime fine.

5.1.4. The Client is in no case liable for Downtime caused by Customs or veterinary authorities.

5.1.5. The Carrier is not entitled to forfeits, fines or other compensation of losses for Downtime (including demurrage) in the following events: the Carrier failed to adhere to the time limits specified in the Loading Order for the provision of a vehicle for Cargo loading, failed to adhere to time limits for Cargo loading and/or delivery, in case of damages to and/or (partial or full) loss of Cargo, if Cargo Accompanying Documents are lost (partly of full), the Carrier failed to inform the Client immediately about any delay or other obstacles to a proper and timely execution of the Transportation (section 2.2.11), and/or in other cases of improper fulfilment of the Contract by the Carrier

5.2. Liability of the Carrier

5.2.1. From the moment of taking over the Cargo for the Transportation until the moment of delivery of the Cargo, the Carrier is liable for damages to the Cargo, for any (full or partial) loss of the Cargo, for the provision of a proper vehicle for loading, for the timely delivery of the Cargo, the proper fixing and stowage of the Cargo during the Transportation and for the discharge of other obligations established in the Contract and in applicable laws and legislation.

5.2.2. The Carrier’s liability is unlimited, except as otherwise specified in the Loading Order, the Conditions or mandatory provisions of the applicable laws and regulation including national and international laws and regulations. (For the avoidance of doubt: if applicable laws establish higher liability standards for carriers than the CMR, ADR or other international regulations, then these higher standards apply, and the Carrier is liable according to the applicable national laws).

5.2.3. The Carrier is liable for his own acts (omissions) and for the acts, (omissions) of its employees, agents, sub-contractors and any other third party, whose services the Carrier uses for the performance of obligations under the Contract, irrespective of whether the third persons were involved with or without the Client’s consent. The Carrier is jointly and severally liable to the Client together with third parties used for the performance of the Contract.

5.2.4. The Carrier agrees to hold the Client harmless and to compensation all damages and losses which the Client incurs due to the failure of the Carrier, its employees, agents, sub-contractors or any other third party used by the Carrier for the performance of the obligations under the Contract. The obligation to hold harmless and compensate damages / losses includes but is not limited to additional expenses, fines, penalties, administrative expenses, legal expenses.

5.2.5. If the Carrier cancels the approved Loading Order fewer than 8 hours before the agreed time for the provision of a vehicle at the Loading Place, or if the Carrier provides a vehicle to the Loading Place more than 2 hours later than instructed in the Loading Order, such occurrence is be deemed a failure to provide a vehicle, and the Client may then terminate the Loading Order and request the Carrier to pay a fine equal to 10% of the agreed Freight charge / Remuneration, unless otherwise specified in the Loading Order. This fine is deemed the minimum loss of the Client and does not restrict the Client’s right to pursue higher damages if such damages can be shown. Cases, in which the Carrier delivers to the Place of Loading a vehicle which is unsuitable for the transportation and/or fails to comply with the applicable requirements (including incomplete documents), are deemed failure to provide a vehicle.

5.2.6. The Carrier is liable for the failure to provide a vehicle for loading and to be present at the Loading Place at the agreed time, likewise for its failure to deliver the Cargo timely and properly to and to be present at the Unloading Place and/or the Customs office for customs formalities, as indicated by the Client. In case of delayed arrival of the Carrier at the Loading/Unloading Place or place of the Customs office, the Carrier shall pay the Client an administration fee of EUR 250 for each day of delay, unless otherwise agreed in the Loading Order. In addition, the Client may pursue damages and recover from the Carrier any losses which the client incurs due to the violations by the Carrier of its obligations under the Contract (including any additional expenses incurred by the Client for replacement carriers ordered to reduce or prevent delayed delivery of the Cargo, and expenses incurred by and claims brought against the Client by its customer due to the delayed delivery of the Cargo.)

5.2.7. Limitations of the Carrier’s liability does not apply if damages were caused due to the Carrier’s willful misconduct or through gross negligence. Any violation by the Carrier of national or international ordinary safety and security requirements, of established standards for the carriage of goods, of valid and reasonable instructions of the Client and/or the Sender, and other comparable careless and negligent conduct (acts and omission) of the Carrier shall be deemed grossly negligent.

 

6. Final provisions

6.1. Validity, modification, and amendment of the Contract

6.1.1. This Contract becomes effective when the Carrier receives a Loading Order and accepts it in writing by returning the signed Loading Order to the Client (including by e-mail, WhatsApp, Viber and/or any other electronic communications means) or agrees to the Loading Order by factual conduct or tacitly. For the avoidance of doubt: the Loading Order shall be deemed accepted, and the Contract concluded if the Carrier has provided a vehicle for loading the Cargo specified in the Loading Order.

6.1.2. The Contract ends upon proper and full fulfilment of the contractual obligations or due to other grounds laid down in the Contract and/or laws.

6.1.3. The Client may unilaterally terminate the Contract by written notification in the event of a material breach of the Contract by the Carrier. Breaches of the Carrier’s obligations defined in sections 2.2.1, 2.2.2, 2.2.3, 2.2.4, 2.2.5., 2.2.6, 2.2.7, 2.2.8, 2.2.10, 2.2.11, 2.2.12, 2.2.13, 2.2.14, 2.2.15, 2.2.16, 2.2.17, 2.2.18, 2.2.19, 2.2.20, 6.2, 6.3 of the Conditions shall in any case be deemed material breaches, as shall other breaches when compliance with the terms and conditions of the Contract is of material importance to the Client are deemed material breaches of the Contract. In such case the Contract shall be deemed to have been terminated from the moment of submission of the Client’s termination notice to the Carrier. Upon receipt of such Contract termination notice from the Client, the Carrier must without delay but not later than within 2 working days of receipt of the notice deliver the Cargo with all Cargo Accompanying Documents to the place indicated by the Client, and the Client must pay the Carrier only for the services provided until the moment of receipt of the Contract termination notice. Unilateral termination of the Contract by the Client in the event of material breach by the Carrier does not affect the Client’s right to exercise its other rights, such as the right to claim damages.

6.1.4. Any amendments to the text of the Loading Order are only valid if confirmed in writing by both Parties. For the avoidance of doubt: if the Carrier corrects, deletes and/or otherwise amends the conditions of the Loading Order without the Client’s written approval (the Client has not signed separately next to each amendment), and the Carrier nevertheless provides a vehicle for loading, the Contract is deemed effective without the unapproved amendments and the amendments.

6.1.5. The full or partial invalidity of any provision of the Contract shall not affect the validity of the remaining provisions of the Contract. The Client may replace the invalid provision with a legally effective provision which to the extent possible must have the same legal and economic result as the replaced provision.

6.2. Confidentiality

6.2.1. The Parties agree to keep confidential and not to disclose to any third party the Contract, the conditions of the Loading Orders, other agreements, and correspondence between the Parties. The Parties further agree to treat the content of agreements, Loading Orders, and correspondence as well as information related to the execution of the Contract as commercial secret, which may be disclosed only in cases provided for by law. This obligation is not time-limited and continues therefore to bind the Parties after the expiry of the Contract.

6.2.2. The Parties may disclose confidential information to their lawyers, auditors, insurers, and advisers, provided that these persons have assumed an obligation towards the disclosing.

The Parties confirm that the Client may disclose confidential information to the Client’s group companies.

6.3. Personal Data

6.3.1. Both Parties undertake to process personal data in accordance with Regulation (EU) No. 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 (General Data Protection Regulation) and its implementing legislation

6.3.2. Both Parties confirm that in connection with the Contract and its performance, they both might receive personal data from the other Party and provide personal data to the other Party and that the Parties will process this data to the extent necessary to ensure proper performance of their obligations under this Contract.

6.4. Applicable law and Dispute Resolution

6.4.1. All disputes arising from the Contract or relating thereto shall be finally resolved by the competent courts of the Republic of Lithuania according to the place of registration of the Client or at any competent courts in accordance with the provisions of Article 31 of the CMR Convention. The Parties hereby agree that as regards the Client’s claims against the Carrier, in all cases the Client shall have the right to apply to the competent court of the Republic of Lithuania according to the Client’s registration place, but this shall not limit the Client’s right to make claims against the Carrier, at his discretion, before other competent courts as well in accordance with the provisions of Article 31 of the CMR Convention.

6.4.2. The Contract and its interpretation and application, the obligations of the Parties and all other related issues shall be governed by the law of the Republic of Lithuania. Nothing in this provision shall limit or constrict the Carrier’s obligations to comply with the requirements of the relevant international agreements or the legislation of other States applicable during each relevant Transportation when the Transportation is carried out in or through the territory of the respective State and/or when the requirements of international agreements and/or the legislation of another State apply on other grounds.

 

7. Definitions

7.1. Cargo (Goods) means an item or items which the Carrier takes over at the specified place of loading by undertaking to transport to the specified place of destination and deliver to the specified consignee under the Contract.

7.2. Cargo Accompanying Documents means Cargo invoices, lists of packaging, veterinary certificates, Certificates of Origin for the Cargo, CMR Consignment Notes, TIR Carnet, permits, licenses, export/import declarations, ADR, documents necessary for Customs formalities if the Cargo is being sent outside the EU, to the EU from a non-EU state or in other cases when Customs formalities are required, as well as any other documents necessary for the Transportation / Carriage of the Cargo.

7.3. Carrier means a natural or legal person whose particulars are specified in the Loading Order and which provides transportation services for Noerpel Baltic UAB.

7.4. Client means Noerpel Baltic UAB, legal entity code 306697025, located at Eišiškių pl. 28, 02184 Vilnius, Lithuania, email: info-vilnius@noerpel.de, phone: +49 731 49372813.

7.5. Conditions means these General Conditions for Carriage of Cargo (for Carriers).

7.6. Consignment Note means a note, completed by the Sender or Carrier, in accordance with which the Sender delivers the Cargo to the Carrier, and in accordance with which the Cargo is transferred to the Carrier by the Sender at the Loading Place, the Transportation of the Cargo is carried out, and the Cargo is delivered to the Consignee at the Unloading Place / Destination. The Consignment note can be a cargo transportation document governed by national law if the cargo the Transportation takes place only within one country. Unless otherwise agreed, however, Consignment Note shall mean a CMR consignment note.

7.7. Contract means an agreement for the national or international carriage of goods by road between the Client and the Carrier, which consists of these Conditions for Carriage of Cargo (for Carriers) and the specific Loading Order and – if applicable – amendments or special conditions.

7.8. Consignee means a natural or legal person (its representatives) specified by the Client, that takes over the Cargo at the Unloading Place / Destination.

7.9. Downtime (demurrage) means the time exceeded exceptionally through the fault of the Client, the Sender or the Consignee which is allowed for loading/unloading the Cargo at the Cargo’s Loading/Unloading Place (i. e. the period of time during which a vehicle, owned/operated by the Carrier and complying with the conditions of this Contract, with its driver is waiting for the loading/unloading of the Cargo at the respective Loading/Unloading Place longer than the time provided for the Cargo’s loading/unloading); Downtime is calculated on the condition that the Carrier has provided the appropriate vehicle for loading by the time specified in the Loading Order, arrived at the Loading Place / Unloading Place on time, the delivered Cargo is not damaged, no parts of the Cargo are missing, all Cargo Accompanying Documents submitted to the Carrier were delivered and all other conditions of the Contract have been met. Downtime does not include weekends and public holidays, unless otherwise agreed.

7.10. Freight charge / Remuneration: is the price for the Transportation services of the Carrier as specified in the Loading Order, and includes all other costs of the Carrier relating to and likely arising from the Transportation, including the costs of fuel, salaries in all relevant jurisdictions, road taxes, currency rate fluctuations, additional equipment, permits, licenses, insurance and other, except for costs to be additionally reimbursed as specified in the Loading Order

7.11. Loading Order is an integral part of the Contract and means the Client’s order for Cargo transportation submitted to the Carrier in writing (including by e-mail, WhatsApp, Viber or any other means of electronic communication), which defines the specific conditions for the Transportation/Carriage of the Cargo, including the individual data of the Parties, the Cargo, the Loading and Unloading Places and related dates and times, as well as other conditions for the Transportation of the Cargo (for example: type of required vehicle, freight charge / remuneration, packaging requirements)

7.12. Loading Place means the place specified in the Loading Order and the Consignment Note, where the Cargo is accepted for Transportation.

7.13. Parties means the Client and the Carrier.

7.14. Sender means a natural or legal person (its representative) specified by the Client, that delivers the Cargo for Transportation / Carriage at the Loading Place.

7.15. Transportation/Carriage means the shipment of the Cargo from the Loading Place to the Unloading Place/Destination, including all time during which the Cargo was at the disposal of the Carrier, irrespective of whether the Cargo was in a vehicle, at an intermediate storage or transshipment place, storage facility or in any other place.

7.16. Unloading Place/Destination means the final place of destination of the Cargo specified in the Loading Order and the Consignment Note, where the Transportation is completed, and the Cargo unloaded and delivered to the Consignee.