General Terms and Conditions from September 1st, 2021
General Terms and Conditions apply to all logistics, shipping and transport services provided by PRIMACOŠPED d.o.o., Jankomir 25, Zagreb (“PRIMACO”). In addition to the PRIMACO General Terms and Conditions, the General Terms and Conditions of the International Freight Forwarders in Croatia (HGK) in force at that time also apply insofar as they do not contradict these General Terms and Conditions. Certain deviations from these General Terms and Conditions may be prescribed in a separate agreement between PRIMACO and the client, in which case the agreement between the parties shall prevail.
Offers are based on prices, tariffs, and exchange rates valid at the time of the provision of the offer, they are valid until the deadline for their acceptance, and are non-binding until the confirmation of each order by PRIMACO, i.e. until the AWB transfer (air waybill) for air transport under the Montreal Convention. Offers are confidential and are valid only for the consignee to which they are addressed, and they cover solely the services that are explicitly stated in it. In case of unauthorized disclosure to third parties, a contractual penalty in the amount of EUR 5,000.00 may be claimed (which does not affect the right to recover damages).
When drawing up an offer, PRIMACO is not obliged to check the data obtained from the contracting party. Offers are issued on the basis of the data obtained from the contracting party, and PRIMACO reserves the right to unilaterally modify them in accordance with the actual characteristics of the goods (e.g. dimensions, hazardous substances etc.). The contracting party is obliged to provide a warning concerning possible risks or legal prohibitions related to their goods (e.g. export/import prohibitions, intellectual property rights etc.), and shall be responsible for any damage in the event of failure. In case of any legal uncertainty or risk (inter alia, absence of insurance), PRIMACO is not obliged to perform or continue to perform the service on the basis of a confirmed order. Information on the time and date of delivery, customs duties, fees, taxes etc. shall be interpreted without any obligation.
Dispatch and delivery of goods, as well as related activities, shall be performed on the basis of an order or disposition. The order shall contain all the necessary information on the goods, their properties, accurate instructions regarding their dispatch and execution of services related to the dispatch, as well as other information necessary for the correct and timely execution of the order.
The order is usually provided in writing. The order provided orally or by telephone should in general be confirmed in writing.
When PRIMACO receives an order, it shall be considered that it has also been given the authority to pay for freight, fees and other costs. The contracting party is obliged to make the funds necessary to cover said costs available to the shipper in a timely manner. Otherwise, the contracting party shall bear the consequences.
The contracting party shall bear all consequences arising from the wrong, incomplete, unclear, contradictory and delayed provision of the order. The contracting party’s submission of the necessary documents shall not be considered timely even when their business partner failed to submit such information in a timely manner.
PRIMACO is not responsible for hidden document deficiencies. Any consequence arising from deficient documents, or due to late submission of documents to the shipper shall be borne by the contracting party.
PRIMACO shall not be obliged to hand over or take over the goods with the provision of a guarantee.
When the contracting party modifier an order whose execution has already begun, PRIMACO will act on the modified order if possible, without liability for the consequences caused by the modifications of the order.
When the contracting party cancels the order, they are obliged to pay PRIMACO a fee for the services already performed, and a fee for the costs incurred.
Admission and delivery of goods
It is considered that PRIMACO received the goods when they were collected for dispatch, and that the handover of the goods was performed when they were handed over to the shipper.
Unless otherwise agreed, PRIMACO may carry out the transport in whole or in part. Whomever carries out the transport, they assume the rights and obligations of the carrier.
If an agreement for the transport of goods by sea has been concluded, the contracting party is also obliged to agree on the usual conditions of loading and unloading in the respective ports. The contracting party bears the costs incurred by the port facility or shipper not meeting the usual loading and unloading conditions of the port. The contracting party shall bear the costs incurred due to congestion of the ports, docks, marshalling yards, collection centers and other busy places, lack of storage space, lack of means of transport, waiting for ships and other means of transport in ports and railway stations, overtime work, waiting during official holidays, non-work days, and interruptions of work due to bad weather or other type of force majeure.
PRIMACO shall not be responsible for notifying the shipper and their agent on the movement and arrival of the ship, nor for notifying other carriers.
Demurrage of means of transport for consignments for which PRIMACO is the consignee according to transport documents, which did not arise through proven guilt of PRIMACO, shall be borne by the contracting party, with the right to claim damages from the organization responsible for the demurrage that occurred.
Transport and accompanying documents
With regard to the documents required for the transport of goods, PRIMACO may use existing standard documents – forms that are common in certain transport industries. If there are clauses in these documents that reduce or exclude the liability of the carrier, PRIMACO shall not be responsible for such obligations.
PRIMACO shall not review the validity of the authority of the issuer of supporting documents, nor the signatory of the order.
Upon receipt of the order, PRIMACO shall not review whether there are legal or other obstacles to the dispatch of goods, or whether there are import, export, transit restrictions and the like. Therefore, any costs pertaining to it shall be borne by the principal.
Selection of the most favorable mode of transport
When the dispatch order does not contain an order on the transport route, means of transport and procedure for shipment of goods, PRIMACO is authorized to select or combine the options that will be most favorable for the contracting party.
PRIMACO may ship the units using consolidated transport, unless it has received an explicit and written order stating otherwise.
In the sales agreement, and in accordance with the parity from said agreement, the contracting party shall oblige their partner to follow the instructions provided to them by PRIMACO regarding the transport of goods. PRIMACO is not liable for damages if the contracting party’s partner fails to comply with PRIMACO’s instructions.
PRIMACO is liable for the deadline for dispatch or delivery only if it has expressly undertaken to do so, and within the limits of the responsibility of the carrier and other participants involved in the transport of the goods.
The contracting party is obliged to pack the goods which are the subject of dispatch in accordance with its nature, characteristics and the needs of the transport route and means of transport. When packing the goods, the contracting party shall pay particular attention to the manner of packaging of goods, in order not to cause damage to other goods which are the subject of dispatch, to third party property at the disposal of PRIMACO, and that there is no negative impact on the safety and health of persons.
When collecting/loading goods, whether directly from PRIMACO or an agent that PRIMACO may engage as a subcontractor, PRIMACO is not obliged to verify whether the goods are damaged or defective, or whether the packaging is suitable for transport (except for obvious damages).
This applies in particular to air transport, additional consignment checks, including the opening of individual consignments, only in cases in which it was explicitly ordered by the contracting party. In the event that PRIMACO is involved in performing such checks, PRIMACO shall be liable only in the event of gross negligence or intent.
All packaging materials (pallets, hooks, boxes, containers etc.) must be returned undamaged, cleaned and with no permanent labels, markings, numbers or contamination. Otherwise, all costs shall be charged to the contracting party. Replacement of pallets, boxes or any other packaging material shall be performed by PRIMACO only in case of specific written agreement.
It is considered that, by issuing an order for the dispatch of goods, an order for customs clearance has been provided for as well, unless otherwise expressly agreed in writing.
In the customs clearance procedure, PRIMACO acts in the name and on behalf of the contracting party (direct representation) or in its own name, and on behalf of the contracting party (indirect representation).
PRIMACO shall submit customs documents on the basis of the data of the contracting party or their business partner, and is not responsible if such data do not coincide with the actual situation.
PRIMACO is entitled to a special fee for performing customs representation activities.
The customs clearance order does not contain an obligation for PRIMACO to pay customs duties on behalf of the contracting party.
Unless specified in the order or regulations, PRIMACO determines the place of customs clearance.
PRIMACO shall take legal action (for instance, in the case of customs decisions, confiscation etc.) only in the case of an explicit and justified order, and upon receipt of adequate guarantees.
Service fees and reimbursement of expenses
PRIMACO is entitled to reimbursement for its services and to reimbursement of its expenses. The fee is determined by a tariff or a specific agreement.
All prices are expressed without VAT or any other taxes or fees. Unless otherwise agreed in writing, invoices are due upon receipt. In the event of an agreed deferment of the payment, PRIMACO may make the performance of further services subject by not exceeding the set credit limits. Fees, costs of benefits and the like are excluded from the payment deferral. No deferral of payment is issued for the following types of costs: VAT, other taxes and benefits, customs duties or expenses, demurrage, withheld amounts, crossing fees and the like.
Invoice complaints must be submitted to PRIMACO in writing within 8 days after the receipt, otherwise the invoice shall be deemed to have been accepted in full. When only a part of the invoice is disputed by a complaint, the undisputed part is payable in accordance with the currency indicated on the invoice. In the event of late payment, PRIMACO reserves the right to calculate legal default interest and collection costs.
In the event that PRIMACO advances its own resources in the execution of the order, it is entitled to a special fee for the advanced funds, the amount of which is determined by the valid price list of the shipper or by agreement with the contracting party.
When PRIMACO, notified prior to the statute of limitations, pays for freight, customs duties, warehousing, demurrage and the like, the contracting party is obliged, if such expenses were not included in the total amount, to compensate PRIMACO for the additional amounts paid.
NOTE: There is no automatic transport insurance! The indication of the value of the consignment in the dispatch order shall not be considered an insurance order. The insurance of a consignment does not entail the creation of an obligation for the shipper to insure all subsequent shipments of their contracting party.
At the request of the contracting party, PRIMACO shall set up transport insurance that covers the damage/loss up to the full value of the goods. However, this shall be done solely on the basis of an explicit written order. When the insurance order does not contain specific risks that ought to be covered by insurance, only the principal risks shall be covered.
The cost of transport insurance is borne by the contracting party.
If the contracting party did not provide an insurance order, or they have provided an order for partial coverage, the harmful consequences that would result from it shall be borne by the contracting party.
Liability of PRIMACO
The liability of the carrier is limited or excluded. The liability of PRIMACO is in accordance with the General Terms and Conditions of the International Freight Forwarders in Croatia and in no case may it exceed the limits of applicable international transport conventions (MC, WC, CMR, CIM, the Hague Rules), applicable B/L Terms, AWB Conditions (see www.iata.org under “Resolution 600b”), or the terms of an individual subcontractor. The liability of PRIMACO in air transport is limited according to Article 22 of the Montreal Convention (MC). Irrespective of the contracted air or sea transport, (part of) the transport may be organized as road transport. Data relating to the value of goods in orders, invoices, transport or other documents, in the absence of explicit approval of PRIMACO in writing, do not increase the liability. PRIMACO shall never accept greater liability without the express agreement in writing.
PRIMACO shall not be liable for damage caused by force majeure or the properties of the goods themselves.
PRIMACO shall not be liable for the lost benefit/profit of the consignor and/or consignee, nor for common damages that may occur to the contracting party and/or consignee due to: loss, damage or reduction of the contents of the goods; excess of deadlines for dispatch and delivery of goods, or failure to perform the service.
PRIMACO shall not be liable for incorrectly calculated freights, customs and other public fees. PRIMACO is obliged to submit a complaint only if the contracting party shall explicitly request it. In such a case, the contracting party is obliged to hand over to the shipper the transport, customs and other documents necessary for filing a complaint.
PRIMACO shall not be liable, under any circumstances, for any complaint related to the confiscation or retention of goods during transport by customs or other competent governmental authorities.
Liability of the contracting party
The contracting party is liable for all damages their goods caused to other goods, facilities and equipment of PRIMACO or third parties, and for injuries or death of PRIMACO’s employees and other persons, if they occurred as a result of the following: a) if the goods contained dangerous items, items whose circulation is explicitly prohibited or should be performed in accordance with specific rules and/or laws, b) if the contracting party did not comply with the legal conditions prescribed for the dispatch of certain items, and c) if the goods were not packed in accordance with their nature, characteristics, and the needs of the transport route and means of transport.
Lien and rights of pledge
PRIMACO reserves the right to retain the goods of the contracting party in order to ensure the payment of its receivables (current and previous) until the contracting party settles its claims. PRIMACO reserves the right to retain as long they are in its possession, i.e. it possesses a document on the basis of which it can dispose of such goods.
By contracting an order, the contracting party agrees that their personal data be electronically processed and stored in the PRIMACO group, and that they may be contacted by PRIMACO for marketing purposes related to the product and service offers. Said consent may be withdrawn at any time. The data shall be treated as strictly confidential and shall not be passed on to third parties, unless it is necessary for the proper performance of the relevant service or if it is required by state authorities and/or government bodies on a legitimate basis.
The invalidity of certain provisions of these General Terms and Conditions shall not affect the validity of other provisions. Waiver (once or repeatedly) of insisting on the strict application of any provision of these General Terms and Conditions shall not be interpreted as a waiver of any provision or right. By accepting the offer drawn up by PRIMACO, the parties enter into a Freight Forwarding Agreement in accordance with Articles 849 and 856 of the Civil Obligations Act. For the avoidance of doubt, the offer shall not be considered a dispatch within the meaning of Article 866 of the Civil Obligations Act. Croatian legislation shall apply to all agreements with PRIMACO unless otherwise expressly set out. In the event of a dispute, the court in Zagreb shall have jurisdiction.