Carrier: the natural person or legal entity who is contracted by RPM and who undertakes to transport the Goods.
General Terms & Conditions: these general terms and conditions.
Goods: the cargo/commodities from the SHIPPER that are the subject of the Services and includes the unit used to consolidate and transport the Goods.
RPM: RPM Europe B.V.
Services: all services provided by RPM, including the arrangement of transportation of Goods pursuant to these General Terms & Conditions.
SHIPPER: the natural person or legal entity, including the owner, sender, receiver and their agents, subcontractors, or any other person or entity and their agents, who has an interest in the Goods in respect of which Services are carried out or provided by RPM.
These General Terms & Conditions apply to all quotations, offers, booking confirmations and contracts made by RPM and to all legal and factual acts performed in that connection. The applicability of the general terms and conditions used by SHIPPER, if any, is explicitly rejected by RPM. If any (part of a) provision of these General Terms & Conditions is void or voidable, such shall not affect the validity of the other (parts of the) provisions. In the event of inconsistency between these General Terms & Conditions and the quotation and/or booking confirmation or any other communication or contract, these General Terms & Conditions shall prevail except in respect of rates and other charges, in which case the quotation and/or booking confirmation shall prevail.
RPM agrees to provide the Services pursuant to these General Terms & Conditions and in compliance with all applicable laws and regulations relating thereto. RPM's responsibility shall be limited to arranging for, but not actually performing, transportation of Goods. These General Terms & Conditions shall apply to all shipments and orders from SHIPPER. During the performance of the Services, RPM acts as a freight forwarder (in Dutch: 'expediteur') within the meaning of Article 8:60 of the Dutch Civil Code, and never as a carrier, neither contractual nor factual carrier (in Dutch: 'papieren of feitelijke vervoerder'). These General Terms & Conditions shall only apply to shipments within Europe.
SHIPPER shall be responsible to RPM for timely and accurate delivery instructions and description of the Goods, including any special handling requirements, for any shipment. SHIPPER guarantees that the information and documents provided are correct and complete and that all instructions comply with applicable rules and legislation, including – but not limited to – privacy and data protection laws and regulations, laws on hazardous goods and weight/overloading restrictions. RPM shall not be obliged to investigate whether the information or documents provided are correct and complete. Times for delivery or arrival times stated by RPM are not guaranteed by RPM.
RPM warrants that it has entered into, or will enter into, bilateral contracts with each Carrier it utilizes for the provision of the Services. RPM further warrants that those contracts comply with all applicable laws and regulations and shall include the following provisions:
Carrier shall agree to defend, indemnify and hold RPM and SHIPPER harmless from all damages, claims or losses arising out of its performance of the transportation services, including cargo loss and damage, theft, delay, damage to property, and personal injury or death, in so far as Carrier's liability is not excluded or limited by any mandatorily applicable laws, regulations or conventions, including – but not limited to – the Convention on the Contract for the International Carriage of Goods by Road, signed in Geneva on 19 May 1956, as amended by the Protocol to the Convention on the Contract for the International Carriage of Products by Road, singed in Geneva on 5 July 1978 (CMR Convention). Exclusions in Carrier's insurance coverage shall not exonerate Carrier from this liability.
Carrier shall agree to maintain at all times during the term of the contract, adequate liability insurance against all risks which can be reasonably expected in the performance of the transportation services, such as loss or damage to the Goods during carriage (cargo damage), liability for damage caused to property of RPM and/or SHIPPER and/or third parties (property damage), third party motor vehicle liability as well as liability for bodily injury damage and damage upon the death of employees engaged in the performance of the transportation services.
Carrier shall authorize RPM to invoice SHIPPER for transportation services provided by the Carrier. Carrier shall further agree that RPM is the sole party responsible for payment of its invoices and that, under no circumstance, will Carrier seek payment from the SHIPPER or consignee.
Carrier shall agree that the terms and conditions of its contract with RPM shall apply to all shipments it handles for RPM.
RPM shall invoice SHIPPER for its Services in accordance with the rates, charges and provisions that are mutually agreed to between RPM and SHIPPER. If rates are negotiated between RPM and SHIPPER and not otherwise confirmed in writing, such rates shall be considered "written," and shall be binding, upon RPM's invoice to SHIPPER and SHIPPER's payment to RPM. SHIPPER agrees to pay RPM's invoice within 30 days of invoice date without deduction, suspension or setoff. The invoice shall also be due if damage, loss or delay has occurred during the transportation of Goods. RPM shall apply payment to the amount due for the specified invoice, regardless whether there are earlier unpaid invoices. Payment of any cargo charges to RPM shall relieve SHIPPER, consignee or other responsible party of any liability to the Carrier for non-payment of said cargo charges; and RPM hereby covenants and agrees to indemnify SHIPPER, consignee or other responsible party against such liability.
All questions concerning the construction, interpretation, validity and enforceability of these General Terms & Conditions and concerning the legal relationship between RPM and SHIPPER, whether in a court of law or in arbitration, shall be governed by and construed and enforced in accordance with the laws of the Netherlands. Any and all disputes between RPM and SHIPPER howsoever arising under, in relation to or in connection with the Services or these General Terms & Conditions, shall be brought exclusively before the competent Court in Rotterdam, the Netherlands.