GENERAL TERMS AND CONDITIONS
Article 1 – Applicability of these general terms and conditions
The legal relationship between the service provider and the principal is governed by these General Terms and Conditions. The principal accepts and acknowledges to only contract with the service provider in accordance with these General Terms and Conditions, deviation from which is only possible with the explicit, written agreement of the service provider. In no case do any general or special terms and conditions of the principal or of parties other than the service provider apply, unless explicitly otherwise agreed.
Article 2 – The capacity of the service provider and the corresponding articles of these General Terms and Conditions
The service providers listed below can, but will not necessarily, act in one or more of the following capacities:
Service provider Capacity
Carrier Freight Forwarder Coordinator Agent
ON TIME Solutions X
ON TIME Sprint X
ON TIME Distribution X
VISADESK X X X
Kaaidiensten (Quay Services) X X X
The capacity of the service provider is always determined by the individual assignment of the principal, as this was accepted by the service provider. The above capacities can apply cumulatively in an assignment, but this need not be the case.
Articles 1 through 9 apply to every provision of service. Depending on whether the service provider is acting as carrier, freight forwarder, coordinator and/or agent, Articles 10-18, 19-23, 24-28 and/or 29-31 apply in supplementation thereof. The articles applicable to the service provider as carrier, freight forwarder, coordinator and/or agent can thus apply cumulatively.
If the service provider accepts a carriage assignment, unless explicitly otherwise agreed in writing, he has the choice to himself determine whether he will carry out the carriage assignment himself or subcontract it to a sub-contractor, or as freight forwarder designate a third party as carrier.
Article 3 – Prices, offers and invoicing
The price is determined on the basis of the price lists of the service provider and his offers.
The offers of the service provider are without commitment. Every offer is valid for a period of thirty days, unless otherwise indicated. The service provider is only bound by the offer if the acceptance thereof by the principal is confirmed in writing within thirty days after the date of the offer.
The prices on the offers are always exclusive of additional charges and taxes.
Except for individual deviations, invoices are to be paid in cash.
In the event of late payment the amount owing will be automatically increased, without any reminder, by interest for late payment as of the invoice date of 12% on an annual basis until the day of payment with a fixed fee of 10% with a minimum of 40 euros to cover additional administrative costs caused by the late payment.
Late payments will first be put toward the due interest and – after notice of default on payment of the invoice – toward the penalty and then toward the oldest of the invoices.
Article 4 – Disputes and complaints about the invoicing
Complaints relating to the invoicing must be presented within eight days after the invoice date, whereby in the event of failure to do so the invoice will be deemed to have been definitely accepted. Full or partial payment without reservation is deemed acceptance of the invoice. Any complaint formulated outside of the term of eight days will not be taken into account.
Article 5 – Advice
The service provider does not provide any binding advice to prospective principals. Nevertheless, in any possible advice the service provider he gives, he will, insofar as reasonably possible, comply with the current regulations and administrative requirements. The service provider will reasonably endeavour to bring his possible advice in line with changes in the statutory, regulatory or administrative regulations.
Article 6 – Force majeure
The service provider has the right to claim force majeure, if an unforeseen external cause hinders the (further) execution of the assignment or makes it impossible. Force majeure means any circumstance beyond the control of the service provider in consequence of which (further) execution of the assignment by the service provider is not reasonably possible.
The obligations of the service provider will be suspended for the duration of the force majeure. If the period in which (further) execution of the assignment is not possible due to force majeure lasts longer than two weeks, both the principal and the service provider can avoid the contract of assignment without any obligation to pay compensation.
If upon the arising of the force majeure the service provider has already performed his obligations in part, or can only perform part of his obligations, he is entitled to invoice the part which has already been executed or can be executed individually and the principal is bound to pay this invoice. However, this obligation does not apply if the part already executed or which can be executed does not have an independent value.
Article 7 – Nullity
The nullity of a clause of these terms and conditions or of a part thereof does not entail the nullity of all the General Terms and Conditions or of the entire clause. In that case the clause or the part thereof will be reworded to what is valid and enforceable and which aligns as closely as possible with the intention of the original clause.
Article 8 – Privacy
Article 9 – Jurisdiction and applicable law
The courts of the judicial district of Antwerp, Antwerp Division have exclusive jurisdiction for every dispute which ensues in the broadest sense from or is connected with the contract with the service provider and the performance thereof. The contract with the service provider is exclusively governed by Belgian law.
GENERAL TERMS AND CONDITIONS IF THE SERVICE PROVIDER ACTS AS CARRIER
Article 10 – Execution of the assignment by the carrier
Articles 10 through 18 apply when the service provider (hereinafter called: the “carrier”) accepts a carriage assignment. These articles apply mutatis mutandis if the carrier specifies a sub-contractor for the execution of the assignment.
The carrier will perform the contract to the best of his insight and ability and in accordance with the principal’s requirements, whereby he will take on an obligation of endeavours and not an obligation of results, unless explicitly otherwise determined.
Unless explicitly described as a binding time period, the delivery time period is only indicative.
The carrier will honour the proposed delivery term to the best of his ability, but cannot be held liable for delay in the delivery, unless this delay is due to gross negligence of the carrier or the carrier’s agent.
In the event of cancellation by the principal of an assignment which has been granted, he is bound to compensate the costs made up to that time, in addition to compensation, the minimum of which, taking account of the potential loss, will be fixed at 35 % of the contract price exclusive of VAT.
Article 11 – The carrier’s assignment
The carrier will take care of picking up the documents and goods to be shipped by the principal, the transport and the shipment. The carrier acts both nationally and internationally.
Article 12 – The principal’s obligations
The principal guarantees that:
– he/she as a natural person is at least 18 years old, or is a validly founded legal entity;
– the specification of the goods offered for shipment is complete and correct, in order to have the logistics preparation of the shipment go smoothly;
– no goods are being offered for shipment, the possession or transport of which is illegal or dependent on a specific permit, unless the carrier has granted explicit prior written consent therefor;
– the goods which are to be shipped must be packed completely and adequately so that they can be loaded smoothly, transported safely, and are sufficiently protected against external circumstances, such as water damage, temperature influences and fluctuations and the like;
– all information is provided in time to be able to usefully execute the assignment, and that the specification of the pick-up address and the delivery address is complete and correct;
– the labelling is complete and correct, and the consignment note and other transport documents have been completely filled in;
– the specification of the goods offered for shipment fully corresponds with the content of the shipment.
If it turns out that any part of the information furnished by the principal is incorrect and/or lacking, he will reimburse the carrier for all additional costs as well as indemnify the carrier against all claims which third parties present against the carrier.
Article 13 – Special modification of the prices
In the event of external circumstances beyond the control of the carrier, such as (consequences of) new statutory or regulatory regulations, the carrier can increase the specified prices as indicated in the offer by the cost price increase which has arisen.
Article 14 – Complaints about delivery
Complaints relating to the delivery are to be effected within eight days after the presentation of the goods at the delivery address or – in the event of non-delivery – after the expected date of delivery. Every complaint formulated outside of the term of eight days will not be taken into consideration.
If the shipment has been accepted by the consignee without reservation, the shipped goods are deemed to have been delivered in good condition. Complaints cannot be accepted after that for damage which could have been determined upon presentation.
Article 15 – Inspection of the shipment
The carrier has the right to inspect the nature of each shipment. In no case can such inspection cause liability on the part of the carrier. The carrier in any event reserves the right to inspect the weight specification and in the event a deviation is determined to send the principal an additional invoice therefor.
Article 16 – Right of retention
The carrier has a right of retention and a preferential right in respect of all documents and goods entrusted to him as guarantee for all his claims, including the transport costs, customs duties, storage costs or any other costs arising from the mere fact of the assignment to ship goods and/or documents. This right of retention and preferential right will be conventionally expanded to all claims connected with previous shipments of the principal.
Article 17 – Exclusion of liability
All carriage by road of documents and/or goods, both national and international, is explicitly subject to the CMR Convention of 19 May 1956. In the event of air transport the transport is subject to the Warsaw Convention of 12 October 1929.
In no case can the carrier be held liable for delay in the delivery. In addition, the carrier cannot be held liable for damage or loss of the goods, non-delivery or faulty delivery, which are attributable to:
– the actions, shortcomings or omissions of the principal, the consignee or any third party who claims to be entitled to the shipment, customs officials or of any other administration, and, if they were explicitly appointed by the principal, of any carrier, representative or substitute company used for the shipment, or of any other unit or third party, natural or legal person to whom the carrier has entrusted the shipment for the transport to destinations which the carrier normally does not go to;
– the nature of the shipped documents, goods or any defects, peculiarities or inherent faults. The nature generally means goods which are particularly susceptible to burning, explosion, corrosion and combustibility, such as cash, securities, cheques, promissory notes and/or bearer instruments, living animals, radioactive substances and products, precious metals whether or not marked or minted, precious gems, jewellery and pearls, glass and glassware, liquids and gases, perishable goods.
– erasure of or any other damage caused by electric or magnetic phenomena to reproductions, electronic or photographic images recorded in whatever form;
– force majeure, coincidence or any cause whatsoever beyond the carrier’s control.
Except in the event of gross negligence of the carrier, for which the principal must present evidence, the carrier will not bear any liability:
– in the event of COD parcels, for any irregularities, the lack of commission or the loss of the cheque(s), bills of exchange, promissory notes and/or bearer instruments transferred by the consignee;
– in the event cash is transferred to the carrier within the framework of a COD parcel, for the loss of or damage to the cash.
The carrier cannot be held liable for damage to or loss of the goods, or delay in the delivery in the case of breach by the principal of the obligations laid down in these General Terms and Conditions.
Article 18 – Limitation of liability
The carrier can never be held liable for, or be bound to compensate, intangible loss, indirect or consequential damage no matter how such arises or occurs, including (but not limited to) lost profit, lost revenue, loss of income, production restrictions, administration or personnel costs, an increase in the general costs, loss of clients, lost opportunities, or claims of third parties. Nor can the carrier be held liable for unforeseeable loss.
Upon the principal’s written request and only after payment of the related costs can the carrier take out insurance at the principal’s expense up to an amount no greater than 2,500 euros. This insurance is subject to the terms and conditions laid down in the insurance policy of the company with which the insurance contract was made. The principal undertakes to immediately and after first request transfer all the necessary details and documents to the carrier or his insurer.
Insofar as a claim for damage while executing an assignment falls under the cover of a policy underwritten by the carrier, the carrier’s obligation is limited to what is covered by the underwritten policy. If a claim for damage while executing an assignment does not fall under the cover of a policy underwritten by the carrier, the liability in the case of loss of or damage to the goods to be shipped is limited to the intrinsic value of the goods to be shipped with a maximum of 1,250 euros per claim, whatever might be the cause and the liability in the event of damage due to delay in the execution of the assignment is always limited to a maximum of 1,250 euros per claim.
GENERAL TERMS AND CONDITIONS IF THE SERVICE PROVIDER ACTS AS FREIGHT FORWARDER
Article 19 – Area of application, acceptance and alteration
Articles 19 through 23 apply when the service provider (hereinafter called: the “freight forwarder”) engages a sub-contractor for the execution of the carriage assignment, whereby the service provider accepts the carriage assignment in his own name, but for the account of the sub-contractor. Said sub-contractor is only referred to as “carrier” in Articles 19 through 23.
The carrier will pick up the goods from the shipper and deliver them to the consignee or delivery place in accordance with the modalities which the freight forwarder has agreed with the principal. The freight forwarder will specify a carrier for the delivery of the goods in accordance with the modalities agreed with the principal. The freight forwarder does not guarantee, however, that a carrier will be found (in time) for the execution of the carriage assignment. In the event the assignment is refused due to unavailability of a carrier the freight forwarder will notify the principal thereof as soon as possible.
The freight forwarder has the right to suspend, halt or alter the provision of his services and/or the related rates thereof at any time and without prior notice, on the understanding that such a decision is immediately and automatically effective and has no effect on the terms and conditions for earlier carriage assignments of the principal.
Article 20 – Goods prohibited for transport
The principal is prohibited from offering a carriage assignment for the following hazardous goods (as stipulated in the regulations applicable to the transport of hazardous products including ADR, CMR, IMDG code) and other goods for which a permit is required.
The following items, inter alia, are prohibited from being transported (the list is not exhaustive):
– Drugs, narcotic substances and psychotropic substances;
– Objects, documents or substances in general the import, export, production, circulation, distribution, use, possession, sale or transport of which is prohibited by law;
– Objects which by their form, nature or packaging can constitute a danger to persons or can contaminate or damage the other shipments, the carrier’s equipment or the goods of third parties (including packages);
– Chemical products, explosive, inflammable or radioactive substances, infectious substances, carbon dioxide in solid form (dry ice) or other hazardous substances which can constitute a danger.
– Perishable biological substances and/or infectious substances, living animals, parasites or products of animal origin;
– Objects which have notations on the outside which are contrary to public order or decency;
– Weapons, essential parts of weapons and ammunition, replica weapons, knives, swords, daggers
– Gases under pressure, toxic or corrosive substances, fuels and organic peroxides.
The principal is responsible for all consequences and all loss which the freight forwarder, the carrier and third parties suffer due to non-compliance with the applicable provisions of these General Terms and Conditions and the applicable regulations, even if the principal has notified the freight forwarder and/or the carrier of the nature of the goods.
The freight forwarder excludes any liability relating to the nature of the goods. The principal explicitly acknowledges to be aware of this exclusion of liability and to accept said exclusion.
Article 21 – Inspection of the goods
The principal agrees that any government service, including customs, can open the packaging of the goods at any time to inspect the goods.
Article 22 – Obligations and responsibility of the principal
In supplementation of Article 12 of these General Terms and Conditions, which also apply to the freight forwarder’s assignment, the principal guarantees that:
– the goods will be presented to the carrier at the place and time specified in the carriage assignment;
– the consignee will take the goods into receipt at the place and time stipulated in the carriage assignment;
– he/she will not use the services of the freight forwarder for the transport of persons. This also means that the driver cannot carry the principal or the shipper together with the goods;
– the payment will be made as specified by the freight forwarder.
The principal will indemnify the freight forwarder, the carrier and third parties against any liability which might ensue from the fact that the above-mentioned statements of the principal do not correspond with reality or that the goods are not in accordance with these General Terms and Conditions and/or the applicable legislation, and will reimburse all loss or costs arising in consequence hereof, including court costs.
The principal is responsible for all loss which is caused by or via the goods entrusted to the carrier, as a result of the nature of the goods, or of their packaging, and with regard to damage to the goods themselves, as well as to other goods, the area around them and to persons.
Article 23 – Exclusion and limitation of liability of the freight forwarder
Articles 17 and 18 regarding the exclusion and limitation of liability apply to the freight forwarder mutatis mutandis.
GENERAL TERMS AND CONDITIONS IF THE SERVICE PROVIDER ACTS AS COORDINATOR
Article 24 – The description of the assignment
In those cases where the service provider accepts an assignment concerning carriage supplemented with specific material, administrative and/or planning actions, the service provider will act as coordinator (hereinafter: the “coordinator”).
If the coordinator’s assignment relates to a visa application or legalisation of commercial documents, the coordinator will act in the realising of one or more contracts between the principal and the issuing agency which issues or takes care of the requested documents. Any agency like an embassy or a consulate which issues, provides, certifies, endorses by apostille or legalises the documents requested by the principal is deemed an issuing agency. As a rule, in such case the coordinator will not act as agent.
In those cases where the service provider also takes on legal transactions, Articles 29 through 31 apply in addition thereto.
Article 25 – The execution of the assignment by the coordinator
The coordinator will always execute the assignment to the best of his insight and ability and in conformity with the principal’s request, whereby he only takes on an obligation of endeavours and not an obligation of results.
The execution of the assignment will take place on the basis of the information provided by or on behalf of the principal. The principal guarantees that all information in respect of which the coordinator, or where relevant the issuing agency, indicates that it is necessary, will be furnished to the coordinator in time. If the information required for the execution of the assignment is not furnished to the coordinator in time, the coordinator has the right to suspend the execution of the assignment until the time he has received all necessary details. The coordinator can charge the principal the costs which third parties have charged the coordinator up to that time and the costs ensuing from the delay in accordance with the coordinator’s usual rates.
The principal guarantees the accuracy and the completeness of the information and the documents which he furnished to the coordinator. The coordinator is not obliged to inspect the information furnished by the principal.
The coordinator will not execute or realise more than what is stipulated in the principal’s assignment. The coordinator is not responsible for additional assignments which have not been specifically requested by the principal and accepted by the coordinator.
In the event of an assignment of the coordinator relating to a visa application, the issuing of the visa is exclusively dependent on the issuing agency. The immigration official will make the ultimate decision whether to allow entry to the country or the area, even if all requirements have been satisfied. The coordinator does not guarantee that the issuing agency will issue a visa in time and within the specified time period.
Article 26 – Remuneration of the assignment
In the event of urgency the agent can charge an additional rush-job rate.
In addition to the payment for his performance the principal is obliged to reimburse the agent for all additional costs incurred, such as the costs charged by the issuing agency, as well as other costs which are necessary for the proper performance of the assignment, including but not limited to postage and/or courier costs, travel costs and other expenses.
The principal can ask the agent for an estimate of the expected costs in an explicit written request. These estimates are always exclusive of VAT and are not binding, unless otherwise agreed.
The agent has the right to pass on price increases by the issuing agency and/or third parties engaged by it to the principal. On the principal’s first request the agent will provide information on the price increase in question.
Article 27 – Time period for execution
The principal and the agent can determine that the assignment will be completed within a specific time period. This time period is purely indicative, unless explicitly otherwise agreed in writing.
Article 28 – The coordinator’s liability
The coordinator is not liable for the performance effected or documents issued or furnished by the issuing agency or any other third party on the principal’s request.
Nor is the coordinator liable for the accuracy or the validity of the documents furnished or issued on the principal’s request. The principal is obliged to inspect the documents received from the relevant agency as to accuracy and completeness, whereby the principal, if necessary, will contact the coordinator.
The coordinator is not liable for any consequences of erroneous advice as referred to in Article 5 of these General Terms and Conditions. The coordinator is not liable for the loss which the coordinator or a third party has caused to the principal as a result of or in connection with the (non-)execution of the assignment as well as with other services provided by the coordinator, unless the loss is a result of gross negligence of the coordinator.
The coordinator is not liable for loss, of whatever nature, caused by
a. the inaccuracy and/or incompleteness of the details furnished by the principal;
b. the inaccuracy, incompleteness or invalidity of the documents furnished by the issuing agency;
c. the delay caused by a) and b);
d. loss of or damage to documents by the issuing agency;
e. loss or damage during shipment or transport;
The principal indemnifies the coordinator against all costs and claims of the third parties engaged by the coordinator for the execution of the assignment and of the relevant issuing agency.
If the coordinator is liable for the loss suffered by the principal within the framework of the assignment, this loss is limited to the amount covered by the coordinator’s business liability insurance.
If in a given case the insurer does not make payment or the loss is not covered by insurance, the coordinator’s liability is limited to the fee charged by the coordinator for his work within the framework of the assignment, or that part of the assignment to which the liability relates.
The coordinator is never liable for indirect loss, including loss of profit, business stagnation, missing a trip and missing out on a trip and missing out on a contract or other consequential loss of the principal and/or third parties.
GENERAL TERMS AND CONDITIONS IF THE SERVICE PROVIDER ACTS AS AGENT
Article 29 – The description of the assignment
Articles 29 through 31 apply when the service provider acts as agent, limited to those cases in which the service provider actually takes on the assignment to conclude legal transactions in the name of and at the expense of the principal (hereinafter: the “agent”). Unless explicitly otherwise agreed, Visadesk acts as coordinator as stipulated in Articles 24 through 28.
The principal will describe the assignment he grants the agent in writing in detail. The agreement will be deemed to have been made when the agent has accepted the assignment in writing or has started the execution of the assignment.
Article 30 – The execution of the assignment by the agent
The agent will execute the accepted assignment to the best of his ability. Article 25 applies to him by analogy.
Article 31 – The agent’s liability
With regard to the agent’s liability Article 28 applies to the agent mutatis mutandis by analogy.