Contract Sample-10
INTERNATIONAL ROAD TRANSPORT SERVICES AGREEMENT
ARTICLE 1 - PARTIES
1.1. Customer
Title: ………………………………………………..
Address: ………………………………………………..
Tax Office / Tax Number: ………………………………………………..
MERSIS Number: ………………………………………………..
Phone: ………………………………………………..
Email: ………………………………………………..
Authorized Person: ………………………………………………..
In this agreement, it will be referred to hereinafter "CUSTOMER" .
1.2. Carrier
Title: ………………………………………………..
Address: ………………………………………………..
Tax Office / Tax Number: ………………………………………………..
MERSIS Number: ………………………………………………..
Phone: ………………………………………………..
Email: ………………………………………………..
Authorized Person: ………………………………………………..
In this agreement, it will be referred to hereinafter "the CARRIER" .
The CUSTOMER and the CARRIER will be referred to collectively “the Parties”, and individually “Party” .
ARTICLE 2 - DEFINITIONS
In this agreement;
Cargo: Any raw materials, semi-finished products, finished products, equipment, spare parts, chemicals, machinery, project cargo and similar goods to be imported or arranged for import by the CUSTOMER.
Shipping Order: The shipping instruction provided in writing by the CUSTOMER to the CARRIER, containing the loading location, delivery location, type of cargo, tonnage, package/pallet information, loading date, delivery time, and any special instructions.
CMR Document: A document used for transporting goods via international road transport.
Freight: The transportation fee determined in accordance with this agreement and its annexed tariffs.
Sub-Carrier: A third party or firm to whom the CARRIER delegates all or part of the transportation work.
Delivery Time: The time agreed upon by the parties for each shipment, within which the goods must be delivered to the delivery location.
Force Majeure: Events that occur outside the control of the parties and that cannot be foreseen or prevented.
It expresses.
ARTICLE 3 - SUBJECT OF THE AGREEMENT
The subject of this agreement is the transportation of goods procured or to be procured from abroad by the CUSTOMER, from manufacturers, suppliers, sellers, warehouses or depots, to delivery points in Türkiye specified by the CUSTOMER, as complete, partial or groupage shipments via international road transport; and the regulation of loading, dispatch, transit, customs documents, delivery, insurance, freight, liability, guarantees and other matters related to this transportation.
ARTICLE 4 - SCOPE OF THE AGREEMENT
4.1. The CARRIER shall provide transportation services from overseas loading points agreed upon by the Parties, primarily in European countries, to delivery locations in Türkiye, in accordance with the CUSTOMER's written transportation orders.
4.2. Transportation can be carried out as full truckload, partial load, groupage, ADR-covered transport, oversized special transport, or project transport. Written approval is required for each special transport type.
4.3. This agreement constitutes a framework agreement, and a separate transport order will be issued by the CUSTOMER for each shipment.
ARTICLE 5 - TRANSPORT ORDER AND LOADING NOTIFICATION
5.1. The CUSTOMER shall, as a rule , inform the CARRIER in writing of the information regarding the cargo to be transported at least ….. days prior to the loading date
5.2. The transport order must include at least the following information:
a. Loading and delivery locations,
b. Type, quantity, weight, and volume of the cargo,
c. Order, consignment note, or reference number,
d. Estimated loading date,
e. Requested vehicle type,
f. Special temperature, securing, ADR, dimension, or environmental safety requirements,
g. Delivery time and priority level, if any.
5.3. In emergency situations, transportation instructions given by telephone shall be valid, and the CUSTOMER shall confirm this in writing as soon as possible.
5.4. The CARRIER is obliged to commence transportation arrangements in urgent shipments, acting as a prudent merchant, without waiting for written confirmation.
ARTICLE 6 - PREPARATION FOR LOADING AND VEHICLE PROCUREMENT
6.1. The CARRIER shall have the vehicle or vehicles conforming to the specifications in the transport order ready at the loading place on the agreed date.
6.2. The selection of the appropriate vehicle for the nature of the cargo is entirely the responsibility of the CARRIER. The choice of open-body, closed-tarpaulin, refrigerated, lowbed, ADR compliant vehicle, mega trailer, minivan or vehicle with special equipment will be made according to the characteristics of the cargo.
6.3. The CARRIER shall inform the CUSTOMER in advance of the vehicle's license plate information, driver information, tractor-trailer information, and estimated arrival time at the loading location.
6.4. In full truckload shipments, if a suitable vehicle cannot be provided ….. business days ; and in partial/groupage shipments, ….. business days , the CUSTOMER has the right to use another carrier. In this case, the difference in freight and related direct damages shall be borne by the CARRIER.
ARTICLE 7 - LOADING PROCEDURES
7.1. Loading takes place at the sender/supplier's premises. Unless otherwise agreed in writing, the actual loading of the cargo is carried out by the sender.
7.2. The CARRIER is obliged to reasonably inspect the technical suitability of the vehicle, the visible condition of the cargo, its packaging, palletizing and stacking structure during loading.
7.3. If any obvious defect, packaging damage, loss of goods, missing parcels, improper labeling, or any other factor that jeopardizes safe transport is detected, the CARRIER shall immediately notify the CUSTOMER in writing.
7.4. Failure to make this notification shall render the goods deemed to have been received in a condition suitable for carriage based on their apparent condition.
7.5. Once loading is complete, the CARRIER shall inform the CUSTOMER in writing of the loading date, loading time, license plate number, description of the goods loaded, number of packages/pallets, weight, sender information, and estimated delivery date.
ARTICLE 8 - TRANSPORTATION ROUTE AND DELIVERY LOCATION
8.1. The delivery location of the cargo will be separately notified by the CUSTOMER for each shipment.
8.2. Unless otherwise specified in writing, the customs office of entry in Türkiye shall be ……………………………………………….., and the final delivery location shall be ………………………………………………..
8.3. The carrier is obliged to transport the cargo via the safest, most reasonable and commercially acceptable route.
8.4. If a route change becomes necessary, the CARRIER shall immediately inform the CUSTOMER, stating the reason for the change.
ARTICLE 9 - TRANSPORTATION TIME AND DELAY
9.1. Transportation times will be determined on a per-shipment basis; unless otherwise specified, the CARRIER is obliged to complete the transportation within a reasonable delivery time.
9.2. The CARRIER shall notify the CUSTOMER in writing, no later than ….. hours, of any of the following circumstances that may cause delays outside the normal course of events: a. Accident, b. Breakdown, c. Waiting at customs, d. Theft , e. Strike, f. Border crossing congestion, g. Political obstacle, embargo, war, h. Missing documents or problems with official procedures.
9.3. In the event of a delay caused by the fault of the CARRIER, the CARRIER agrees to pay a penalty of ……………… USD / EUR / TL per day
9.4. Payment of the penalty clause does not negate the CUSTOMER's right to claim damages exceeding the limit.
ARTICLE 10 - CMR, INSURANCE AND LIABILITY
10.1. The CARRIER is responsible for the loss, shortage, damage, or delay of the cargo during transportation in accordance with applicable international transportation rules and relevant legislation.
10.2. The CARRIER is obliged to obtain CMR insurance with sufficient coverage for each vehicle .
10.3. Current copies of insurance policies will be provided upon the CUSTOMER's request.
10.4. All damages arising from the absence, inadequacy, or invalidity of CMR insurance shall be borne directly by the CARRIER.
10.5. The CARRIER is also responsible for any damage caused to third parties, the environment, roads, facilities or public property during transportation.
10.6. Special insurance, training and documentation requirements for the transport of IMDG/ADR/dangerous goods are also the responsibility of the CARRIER.
ARTICLE 11 - CUSTOMS DOCUMENTS AND CIRCULATION DOCUMENTS
11.1. Import customs clearance procedures are the responsibility of the CUSTOMER.
11.2. The CARRIER is responsible for the proper preparation of vehicle manifests, transit document procedures, shipping document tracking, and carrier transport documents.
11.3. Tax differences, penalties, delays, additional costs and other damages arising from deficiencies, irregularities or lack of certification in ATR, EUR.1, certificate of origin, transport document, invoice supporting documents or other documents shall be borne by the CARRIER; however, this provision shall not apply if the error is directly due to incorrect information and documents provided by the Sender or the CUSTOMER.
ARTICLE 12 - ADR, HAZARDOUS MATERIALS AND ENVIRONMENTAL OBLIGATIONS
12.1. Goods covered by ADR or similar legislation shall only be transported by drivers and vehicles possessing the necessary documentation and qualifications.
12.2. For cargoes that may pose a risk to the environment, the CARRIER shall provide the necessary safety equipment, leak prevention systems, safety signs, and emergency response devices.
12.3. In the event of environmental damage, administrative penalties, cleaning costs, or third-party claims, liability shall primarily lie with the CARRIER, subject to any fault on the part of the CARRIER.
ARTICLE 13 - INFORMATION AND REPORTING
13.1. The CARRIER shall provide the CUSTOMER with up-to-date shipping information regarding the shipments in a regular and written format.
13.2. The following information is shared on a shipment basis:
a. Vehicle license plate,
b. Driver's name and telephone number,
c. Loading time,
d. Estimated border arrival,
e. Estimated customs entry date,
f. Estimated delivery date,
g. Delays or unusual circumstances.
13.3. If requested by the CUSTOMER, the CARRIER will provide GPS, vehicle tracking, or status update reports.
ARTICLE 14 - DEMURRAGE AND WAITING
14.1. The CARRIER agrees not to claim demurrage for loading or unloading delays caused by no fault of its own, up to ….. days at the loading and/or unloading place
14.2. Public holidays, weekends, and administrative holidays are not included in this period.
14.3. The daily waiting fee to be applied if the stated free waiting time is exceeded will be determined separately in the additional tariff.
14.4. In order for the waiting request to be accepted, the CARRIER must provide the CUSTOMER with the entry and exit records, dispatch documents and any official records that document the waiting period.
ARTICLE 15 - FREIGHT AND PRICING
15.1. Freight charges will be calculated according to the Freight Tariff List annexed to this agreement
15.2. For countries, routes, or special modes of transport not included in the tariff list, the price shall be determined by written agreement between the parties, taking into account comparable market conditions, route, tonnage, type of transport, and urgency.
15.3. The freight charge is considered to include the following:
a. Transportation fees,
b. Order fees, agency fees and transportation organization fees,
c. Normal transit charges,
d. Standard operating expenses.
15.4. ADR, oversized cargo transport, escort, special permits, ferry, tunnel, extraordinary security, mandatory additional insurance or special costs subsequently imposed by official authorities may be charged separately; however, the CUSTOMER's prior written consent is required for this.
15.5. Goods loaded from the same loading location, on the same date, and within the same shipment may be combined into a single vehicle, if applicable. In this case, freight calculation may be based on total tonnage or total volume.
ARTICLE 16 - INVOICE AND PAYMENT
16.1. Unless otherwise agreed by the parties, freight charges will be requested on an invoice issued based on the TIR Carnet/transit registration/CMR date.
16.2. Freight charges denominated in foreign currency may be invoiced in Turkish Lira equivalent, based on the Turkish Central Bank's foreign exchange selling rate on the invoice date.
16.3. Payment shall be made by bank transfer to the bank account specified by the CARRIER, ….. days / ….. weeks after the invoice date
16.4. The CUSTOMER reserves the right to deduct any resulting damages from the freight charge in the event that the CARRIER fails to fulfill its contractual obligations.
ARTICLE 17 - LETTER OF GUARANTEE
17.1. The CARRIER shall provide an unconditional and unlimited bank guarantee letter in the amount of …………………… TL , obtained from a reputable bank acceptable to the CUSTOMER, following the signing of this agreement and before commencing the transportation work.
17.2. Commission, taxes, duties, fees and all other expenses related to the letter of guarantee shall be borne by the CARRIER.
17.3. In the event that the CARRIER fails to fulfill its obligations under this contract, in whole or in part, the CUSTOMER has the right to cash in the security deposit without the need for a protest notice or court order.
17.4. The letter of guarantee shall remain with the CUSTOMER until all works subject to the contract are completed and the CARRIER is released from liability.
ARTICLE 18 - PROHIBITION OF SUB-CARRIER AND TRANSFER
18.1. The CARRIER may not transfer this agreement or any of the rights and obligations arising from this agreement, in whole or in part, to third parties without the prior written consent of the CUSTOMER.
18.2. The CARRIER remains solely responsible to the CUSTOMER for the entire carriage, even if sub-carriers are used.
18.3. The use of sub-carriers is only possible with the written consent of the CUSTOMER.
ARTICLE 19 - CONFIDENTIALITY
19.1. The parties shall keep confidential all commercial, technical, logistical, pricing, or customer/supplier information they learn during the implementation of this agreement.
19.2. This information may not be disclosed to third parties after the termination of the contract, except in cases legally required.
19.3. Confidential information includes price lists, supplier information, shipping plans, product information, route information, cargo values, commercial terms and conditions, and operational data.
ARTICLE 20 - FORCE MAJEURE
20.1. Natural disasters, war, mobilization, epidemics, strikes, border closures, general import/export bans, intervention by public authorities, widespread cyber attacks, serious political unrest, and similar events are considered force majeure.
20.2. The party affected by force majeure shall immediately notify the other party in writing.
20.3. Relevant obligations are suspended during a force majeure event. However, the parties are obligated to take all reasonable measures to mitigate the damage.
20.4. Force majeure does not automatically relieve the CARRIER of all liability; liability continues, in particular if precautions that should have been taken as a prudent business owner were not taken.
ARTICLE 21 - DEFECTS, DAMAGES AND REPORTING
21.1. The fact that the CUSTOMER has not raised any reservations at the time of delivery does not mean that the goods have been delivered without defects and in full.
21.2. The CUSTOMER shall notify the CARRIER in writing of any apparent defect or obvious damage within ….. business days of delivery ; and of any hidden defects within ….. business days of becoming aware of them
21.3. If a hidden defect becomes apparent later, the CARRIER cannot claim exemption from liability solely on the grounds of time; however, the specific circumstances will be assessed separately.
21.4. Damage claims are supported by CMR records, delivery receipts, expert reports, photographs, and other evidence.
ARTICLE 22 - TERMINATION
22.1. If the CARRIER seriously breaches the terms of this contract, fails to provide a vehicle, causes significant delivery delays, fails to fulfill its insurance obligations, fails to provide a letter of guarantee, uses an unauthorized sub-carrier, or engages in any conduct that results in a loss of trust, the CUSTOMER may unilaterally terminate this contract without prior notice.
22.2. In case of termination, the CUSTOMER reserves all rights to compensation, penalties, set-offs, conversion of security deposits into cash, and all other rights.
22.3. Even if the contract is terminated before the end of its term, the CARRIER is obligated to complete the transportation work it has started and is currently carrying out in accordance with the terms of the contract.
22.4. In the event of termination, the CUSTOMER has the right to work with other carriers without facing any claims for damages from the CARRIER; however, mandatory legal provisions are reserved.
ARTICLE 23 - DURATION OF THE AGREEMENT
23.1. This agreement enters into force on ../../…… and is valid until ../../…….
23.2. The parties may extend the contract period by written agreement.
23.3. Agreed freight rates during the contract period cannot be unilaterally changed except in cases of force majeure or extraordinary market disruption.
ARTICLE 24 - NOTIFICATION
24.1. The addresses of the parties as written in this agreement shall be considered their legal addresses for service of process.
24.2. Unless a change of address is notified in writing within ….. business days at the latest, notifications sent to the current address shall be deemed valid
24.3. Notifications made via KEP (Registered Electronic Mail), notary public, registered mail with return receipt, courier, and written confirmed e-mail are considered valid evidence.
ARTICLE 25 - TAXES, DUES AND FEES
All taxes, duties, fees, and similar financial obligations arising from this agreement, including stamp duty, equally by the parties, or as otherwise agreed .
ARTICLE 26 - APPLICABLE LAW AND JURISDICTION
Turkish law shall apply to the interpretation and implementation of this agreement. The Courts and Enforcement Offices of ………………………….. shall have jurisdiction over disputes arising from this agreement.
ARTICLE 27 - APPENDICES
The following annexes are an integral part of this agreement:
Annex 1: Freight Tariff List
Annex 2: Transportation Times Table
Annex 3: Technical Equipment Compliance Criteria
Annex 4: ADR / Special Cargo Procedure
Annex 5: Sample Letter of Guarantee
ARTICLE 28 - ENTRY INTO FORCE
This agreement consists of 28 articles, has been read and discussed by the Parties, and entered into force on ../../…… in ….. copies.
CUSTOMER
Title:
Authorized Person:
Signature:
CARRIER
Title:
Authorized Person:
Signature:
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