1. SUBJECT MATTER OF THE GENERAL TERMS AND CONDITIONS OF BUSINESS
These General Terms and Conditions of Business (hereinafter referred to as the “Business Terms”) are the business terms and conditions of TOP LOGISTIKA d.o.o. Horvatnica 50, HR-10090 Zagreb, (hereinafter referred to as “TOP LOGISTIKA d.o.o.”) that set out the rights and obligations of TOP LOGISTIKA d.o.o. and its customers (clients, users, purchasing partners, requestors, hereinafter individually and collectively referred to as the “Customer”) and regulate their business relationship.
These Business Terms apply to the services provided by TOP LOGISTIKA d.o.o., specifically:
• transport logistics intermediary services in connection with the carriage of goods;
• assistance to the Customer in the execution of received orders and intermediation between the Customer and other participants involved in the business transaction;
• dispute mediation services for disputes arising in connection with the business transaction in which the company is involved as an intermediary;
• other services not specifically mentioned herein.
2. APPLICATION OF THESE BUSINESS TERMS
These Business Terms are an integral part of any Contract formed between TOP LOGISTIKA d.o.o. and the Customer. If any provision of these Business Terms is contrary to the provisions of a specific Contract, the provisions of the specific Contract shall prevail.
In addition to these Business Terms, integral parts of any specific Contract formed between TOP LOGISTIKA d.o.o. and the Customer are also an “Offer” or an “Order”.
The purpose of these Business Terms is to establish the terms under which TOP LOGISTIKA d.o.o., provides its logistics and/or domestic and international carriage of goods services in any capacity (as a forwarder, warehouser, agent, customs intermediary agent, freighter, carrier, etc.) to the Customer.
Any Contract or activity by TOP LOGISTIKA d.o.o. is subject to the Customer’s acceptance of these Business Terms without any reservations or restrictions.
3. CUSTOMER
For the purpose of these Business Terms the term “Customer” shall mean any individual or corporate person having active legal capacity who orders services provided by TOP LOGISTIKA d.o.o.
4. CONSIGNOR
For the purpose of these Business Terms the term “Consignor” shall mean any person who is a sender of goods to the receiver.
5. CONSIGNEE
For the purpose of these Business Terms the term “Consignee” shall mean any receiver of the goods at the delivery address given by the Customer or the Consignor.
6. CARRIER
For the purpose of these Business Terms the term “Carrier” shall mean any individual or corporate person having active legal capacity providing all or any type of carriage of goods.
7. DELIVERY
For the purpose of these Business Terms the term “Delivery” shall mean the delivery of goods at the delivery address given by the Customer or the Consignor.
8. GOODS
For the purpose of these Business Terms the term “Goods” shall mean any item or tangible goods consisting of several items, regardless of its weight, size or volume, which is specified as a cargo unit (tank, cage, suitcase, package, container, freight, pallet or bundled freight, etc.) pre-packaged by the Consignor.
9. REQUEST
For the purpose of these Business Terms the term “Request” shall mean and oral, written or electronically sent request for an Offer.
In order to make an Offer, the requestor, i.e., Customer shall provide TOP LOGISTIKA d.o.o. or its authorised person with all data required for making an Offer, which may later be used for the formation of a Contract.
10. OFFER
An Offer is a written response from TOP LOGISTIKA d.o.o. addressed to the Customer following the Customer’s Request, comprising a detailed description of the service TOP LOGISTIKA d.o.o. can provide to the Customer, the price or the price calculation method and a reference to these Business Terms. The Offer is also a Contract proposal made to the Customer. The Offer applies only to the works specifically mentioned in the Offer.
The Offer is limited to the information available to TOP LOGISTIKA d.o.o. at the time of its making. At its own discretion TOP LOGISTIKA d.o.o. can refuse to make an Offer, i.e., it is not obliged to respond to a request for an Offer.
The Offer is binding on TOP LOGISTIKA d.o.o. if made in writing, seven days after its issue date and, unless stated otherwise in the Offer, on the expiry of the seventh day from the issue date the Offer will cease to be valid.
11. SERVICE SPECIFICATION
By accepting an Offer, the Customer agrees for its goods to be shipped together with the goods from other consignors, unless the parties have agreed otherwise.
12. ESTIMATED TIME TO COMPLETE THE SERVICE (ETC)
The estimated time to complete the Service can be specified in the Offer in a number of business days required to complete the Service, i.e., as a fixed date when time permits.
If the estimated time to complete depends on any condition that has to be met prior to the Service start date, the time to complete period will start from the date when the condition has been met.
13. ORDER
For the purpose of these Business Terms an “Order” is any written correspondence by which the Customer accepts an Offer made by TOP LOGISTIKA d.o.o. and orders and agrees to the provision of service as indicated in the Offer and these Business Terms. By submitting an Order, the Customer also accepts and agrees to pay the price specified in the Offer. The Order is also acceptance of the Offer in full, together with any attachments thereto. A Partial Order, i.e., an Order modifying any Offer terms is regarded as a new Request.
If an Order was made after the Offer has expired, it has to be subsequently and expressly accepted by TOP LOGISTIKA d.o.o. An Order has to include all required data about the goods and its properties, accurate instructions relating to its shipment and performance of shipment-related works and other data necessary for the correct and timely execution of the Order.
The Customer is obliged to notify TOP LOGISTIKA d.o.o. of any properties of the Goods that may be of danger to the safety of individuals or property or that could sustain damage, otherwise the Customer will be liable for damage caused to third parties.
The Customer who submits an Order shall incur any consequence resulting from an inaccurate, incomplete, unclear, ambiguous and late submission of the Order.
14. CONTRACT
A Service Contract can be made in writing, directly or as a distance contract, as a separate document, with the use of email, telefax or by other means of electronic distance communication.
If a Contract has not been made as a separate document, the Order, i.e., the accepted or executed Offer will be deemed a Contract, provided that that is has been made while the Offer is valid.
15. SERVICE
A “Service” is any work performed for the Customer by TOP LOGISTIKA d.o.o. and may include intermediary services relating to carriage, warehousing, customs clearance and other services involved in the domestic and international carriage of goods.
TOP LOGISTIKA d.o.o. provides Services within its scope of registered activity, in accordance with applicable law, subordinate legislation and contractual obligations.
TOP LOGISTIKA d.o.o. undertakes to perform all services it engages in with due care of a prudent businessman and apply equal degree of due care and diligence of a prudent businessman in selecting its business partners.
In accordance with these Business Terms TOP LOGISTIKA d.o.o. acts as an intermediary on behalf and for the benefit of the Customer and is hereby expressly authorised by the Customer to enter into agreements with third parties for:
• the carriage of goods by any mode of transportation and by any service provider;
• the storage, packing, cross-docking, unloading or handling of goods by any person and in any place and at any time;
• the carriage or storage of any goods in or on transport units and with other consignments of any type, in a way that will not endanger the safe transport of goods and its properties;
• the provision of any service that, in the TOP LOGISTIKA d.o.o.’s opinion, may be reasonably required for the performance of its obligations toward the Customer.
TOP LOGISTIKA d.o.o. will not be liable in any way whatsoever for any damage or the loss of Goods when acting in its capacity as the Customer’s intermediary, unless such damage or loss was deliberately caused by TOP LOGISTIKA d.o.o. or resulted from its gross negligence. TOP LOGISTIKA d.o.o. will in no way whatsoever be liable for delayed delivery of Goods, except when TOP LOGISTIKA d.o.o. is at fault for causing the delay. Damages resulting from the loss, damage or delay in the delivery of Goods shall be borne by the Carrier performing the carriage of Goods.
16. PRICE
The Price is the amount the Customer is obliged to pay TOP LOGISTIKA d.o.o. in return for the performance of Service. Prices are calculated based on the data provided by the Customer, taking into account the type of Service that is being performed, the nature, weight and volume of Goods, routes and any circumstance that may affect the Price. The Price can be fixed, i.e., specified as a lump sum, and in accordance with the Offer or specified according to the Services that have been provided.
All Prices are exclusive of taxes, fees, levies, customs or any deductions of any kind (“Taxes”) and the Customer undertakes to bear and pay any tax in connection with the implementation of these Business Terms arising directly or indirectly thereof.
The Prices for Services expressed in euros are payable in Croatian kunas, according to the middle rate of the Croatian National Bank valid on the invoice date, plus VAT.
TOP LOGISTIKA d.o.o. and the selected Carrier shall have the right to the Contract Price after the completion of the Service.
17. SERVICE PERFORMANCE
Services are performed in compliance with the best local practices and, unless the parties have agreed otherwise, during regular working hours.
For the transportation of Goods TOP LOGISTIKA d.o.o. has the right to engage the services of a carrier.
The Customer is responsible for obtaining and maintaining any approvals or certificates relating to the goods for which it is necessary to organise transport, as requested by regulatory authorities. TOP LOGISTIKA d.o.o. will provide any reasonable assistance that may be required in connection with this matter.
The Customer will provide TOP LOGISTIKA d.o.o. with a duly completed and executed Power of Attorney, enabling TOP LOGISTIKA d.o.o. to complete the customs procedure on behalf of and for the benefit of the Customer. TOP LOGISTIKA d.o.o. will pay customs duty and taxes relating to customs operations on behalf and for the benefit of the Customer only if the amounts for the customs duty and the taxes were paid by the Customer to TOP LOGISTIKA d.o.o. in advance.
The Customer is expected to give precise and timely instructions necessary for the provision of Services by TOP LOGISTIKA d.o.o. TOP LOGISTIKA d.o.o. does not have an obligation to check the validity of documents (commercial invoice, list of packaging, etc.) submitted by the Customer. The Customer undertakes to provide TOP LOGISTIKA d.o.o. with information about the properties of consigned Goods (compound, classification, value, packaging, number of units per packaging, size, height and type of pallets, weight, safety instructions, storage requirements, handling instructions, etc.) and notify TOP LOGISTIKA d.o.o. immediately of any change thereof. In case of incomplete or inaccurate or late statement in regard to the above information, any direct or indirect consequences will be borne exclusively by the Customer and TOP LOGISTIKA d.o.o. will not be liable in any way for any damage, cost or fee regardless of the amount.
18. PACKAGING AND LABELLING
Goods have to be packed and labelled in a way suitable for transport and/or warehousing under normal conditions and for sequential handling. Goods have to be clearly marked so as to enable immediate and clear identification of the consignor, consignee, place of delivery and cargo type.
TOP LOGISTIKA d.o.o. will not be liable for any consequence resulting from or in connection with any omission relating to non-labelling, defective packaging or the type or properties of the Goods.
For the Goods loading and unloading services, unless TOP LOGISTIKA d.o.o. and the Customer have agreed otherwise, operations management is the Customer’s i.e., Consignor’s responsibility and in the event of damage TOP LOGISTIKA d.o.o. and/or the Carrier will not be liable in any way.
19. PAYMENT
TOP LOGISTIKA d.o.o. shall invoice the Customer for the Services and the invoice due date will be provided on the invoice document. Full payment of the invoice is required from the Customer by the invoice due date.
TOP LOGISTIKA d.o.o. has the right to charge statutory default interest on the Customer’s overdue amounts.
20. LIABILITY
At all times TOP LOGISTIKA d.o.o. has to act in the best interest of the Customer and with due care of a prudent businessman.
TOP LOGISTIKA d.o.o. will be liable to the Customer for any damage that can be attributed to its fault or the fault of its employees. Any damages resulting from damage, loss or late delivery will be borne by the Carrier who provided the carriage of Goods and who actually accepted the Goods for transport.
For any damage for which persons hired by TOP LOGISTIKA d.o.o. or providers of services to the Customer are at fault, TOP LOGISTIKA d.o.o. will be liable only to the extent of selecting those persons if there is a causal relationship between the damage and their actions or omissions (carriers, warehouse workers, etc.), but will not be liable for their performance, unless that liability is expressly accepted in the Contract. However, TOP LOGISTIKA d.o.o. is obliged to take all necessary measures so as to assure that the injured party is entitled to claim damages.
For covered claims from the preceding paragraph TOP LOGISTIKA d.o.o. shall be liable up to the limit of HRK 150,000.00 per insured event.
TOP LOGISTIKA d.o.o. shall in no way whatsoever be liable for indirect or consequential losses, including, but not limited to, loss of profit or market or consequences of delay or any digression occurring for whatever reason.
If TOP LOGISTIKA d.o.o. is the sole provider of other services included in the Order, Customary Trade or Business Terms, if has the rights and obligations arising out of such performance.
TOP LOGISTIKA d.o.o. will not be liable for inaccurately calculated freight rates and customs duty and other levies. TOP LOGISTIKA d.o.o. is obliged to submit a complaint, i.e., a protest only at the Customer’s express request. The Customer has to provide TOP LOGISTIKA d.o.o. with all transport, customs and other documents necessary for filing a complaint.
When objectively possible and as requested by the Customer, TOP LOGISTIKA d.o.o. can, on behalf of the Customer who will bear all the costs and risks involved, file a claim for damages and a lawsuit against the persons who were parties to a contract for the carriage of goods under the relevant Order.
If TOP LOGISTIKA d.o.o. is the carrier, its limit of liability is subject to the same terms and conditions as the carrier’s liability for goods in transport. If the limits of carrier’s liability are unknown or the applicable legislation does not prescribe limitations, the lowest limits as established in the conventions listed below will apply. Claims are limited to one claim per shipment, and will constitute a complete and final coverage for total loss or damage incurred:
• For carriage by road: The Convention on the Contract for the International Carriage of Goods by Road (CMR) 19 May, 1956
• For carriage by sea: The Brussels Convention of 25 August, 1924 (the Hague Rules) and the Visby Rules of 23 February, 1968, and the 1979 Protocol (Brussels Convention)
• for carriage by air: The Convention for the Unification of Certain Rules for International Carriage by Air of 28 May, 1999 (Montreal Convention)
• for carriage by rail: The Berne Convention signed in 1890, CIM Rules of 9 May, 1980, 1990 Protocol and the Vilnius Protocol of 3 June, 1999 or the SMGS convention for part of the carriage by rail in the SMGS member country
• for carriage by river: The Budapest Convention on the Contract for the Carriage of Goods by Inland Waterway (CMNI) of 22 June, 2001.
21. INSURANCE
The owner of transported goods or its representatives are obliged to ensure coverage of general risks of loss or damage to the goods in transport by taking out an insurance policy from an insurer of their choice, unless the Customer and TOP LOGISTIKA d.o.o. have agreed otherwise.
22. INTERRUPTIONS IN ORDER OR CONTRACT PERFORMANCE
By entering into a Contract, the Customers accept these Business Terms and agree that TOP LOGISTIKA d.o.o. will provide Services within the limits of its technical and human resources. When negotiating a business transaction, TOP LOGISTIKA d.o.o. undertakes to notify the Customer of possible known impediments to the realisation of an order/contracted work.
23. COMMUNICATION
Unless stated otherwise in the Contract, any notification or other correspondence between the Customer and TOP LOGISTIKA d.o.o. will be in writing and can be submitted or delivered by registered mail or email.
Any request related to modification, communication or complaint submitted during Service performance, will be relevant if delivered to TOP LOGISTIKA d.o.o. in writing to the email address top.logistika@zg.ht.hr.
The Customer has to notify TOP LOGISTIKA d.o.o. without delay of any modification to personal data, contact details, data about the status of a corporate person or the person authorised to represent the Customer. If the Customer fails to notify TOP LOGISTIKA d.o.o. of a change of residence/registered address or contact details used for sending official notifications to the Customer about the facts and circumstances relevant to the fulfilment of Contract obligations by TOP LOGISTIKA d.o.o., the last known address and contact details of the Customer, i.e., the Customer’s representative, will be deemed valid. TOP LOGISTIKA d.o.o’s notifications sent to the last known address of the Customer will be deemed to have been orderly delivered.
24. COMPLAINT PROCEDURE
A timely submitted complaint is any complaint submitted in writing and within 7 days from the performance of Service. The complaint has to be submitted in writing and duly executed and sealed (if the Customer has a seal) and comprise a clearly elaborated subject matter of complaint. The complaint is sent by mail to the registered address of TOP LOGISTIKA d.o.o. or by email to top.logistika@zg.ht.hr.
Late submitted or incomplete complaints will not be taken into consideration. The complaint has to include a statement of facts and evidence on which the claim is based and an explanation.
25. DATA CONFIDENTIALITY
By submitting an Order or entering into a Contract the Customer expressly gives TOP LOGISTIKA d.o.o. its consent to the use, entering and processing of its personal data, including the Customer’s personal identification number (PIN) for the purpose of recordkeeping. TOP LOGISTIKA d.o.o. will collect, process and store its Customers’ personal and identification data, keep them secret and use them only for own needs and for the purposes that are in compliance with applicable law and these Business Terms.
Furthermore, the Customer hereby gives its consent to TOP LOGISTIKA d.o.o., in accordance with the Personal Data Protection Act, to transfer the Customer’s personal data to financial institutions, banks, credit institutions i.e. debt collection agencies, companies registered for making creditworthiness assessments and value-added service providers, for the purpose of meeting legal obligations, establishing liquidity and mitigating loss risks and in order to protect the interests of both the Customer and TOP LOGISTIKA d.o.o. and reducing the future indebtedness of the Customer.
The Customer consents to receive notifications from TOP LOGISTIKA d.o.o. including sales notifications and information about new services and current product and service offers. The Customer can withdraw consent to receiving such notifications by email or phone by sending a written notice with that request to the email address top.logistika@zg.ht.hr.
26. RESOLUTION OF DISPUTES
The contracting parties agree to attempt to resolve any dispute than may arise out of Contract or these Business Terms by entering into negotiations. If the parties are unable to find common ground and reach an agreement, they hereby undertake to attempt resolution by mediation at the Mediation Centre at the Croatian Mediation Association, Zagreb, Teslina 1, within 60 days from the start of the mediation procedure. By mutual agreement the parties can agree to extend the 60-day period for dispute settlement. Before the mediation procedure has ended the parties cannot start a court/arbitration procedure. If the parties are unable to reach a dispute settlement in a mediation procedure, the dispute will be resolved by a court at the place of incorporation of TOP LOGISTIKA d.o.o. having substantive jurisdiction.
27. BUSINESS TERMS AMENDMENTS AND MODIFICATIONS
TOP LOGISTIKA d.o.o. reserves the right to amend and modify these Business Terms in accordance with applicable legislation.
28. CLOSING PROVISIONS
If any provision of these Business Terms is found to be invalid, that will not affect the validity and enforceability of the remaining provisions.
These Business Terms will be published on the official website of TOP LOGISTIKA d.o.o. and made publicly available in accordance with Croatian law.
These Business Terms will come into force on the day they are published on the official website of TOP LOGISTIKA d.o.o., i.e., on 31 January, 2021.
TOP LOGISTIKA d.o.o.