VR Transpoint Rail Logistics terms of delivery 2012

1. Applicable regulations

These terms of delivery, the legislation in force (Rail Transport Act (1119/2000: rautatiekuljetuslaki) and international conventions (CIM, Act on Conditions of Carriage in Rail Traffic Between Finland and Russia (77/2007: Laki Suomen ja Venäjän rautatieyhdysliikenteen matkustajien, matkatavaran, kiitotavaran ja tavaroiden kuljetusehtojen lainsäädännön alaan kuuluvien määräysten voimaansaattamisesta) apply to transports by VR Transpoint Rail Logistics (hereinafter VR).

The publications mentioned below shall also apply to transports, as shall the rules and regulations which will be issued separately on the basis of these terms of delivery, forming an integral part thereof.

These terms of delivery shall also apply to international rail transport departing from, entering into or passing through Finland, unless stated otherwise in the conventions signed between Finland and foreign countries.

In transports between VR and private or foreign railways, the terms of delivery issued for these particular transports shall also apply.

It is the consigner's responsibility that the consignee has received VR's Terms of delivery and that the consignee undertakes to follow the terms barring a written agreement by the parties to the contrary. Otherwise, the consigner is responsible for all consequences and costs connected to the transport.

1.1 Definitions

1.2 Other publications related to the terms of delivery

The code numbers used for the types of cargo to be entered in the railway bill are taken from the set of codes according to the HS system.

Instructions for Loading of Goods (Tavaran kuormaamisohjeet) include the instructions for using wagons and for loading goods.

The General Conditions of Electronic Services govern the use of electronic services.

The Terms of Delivery and other publications mentioned above are on display at VR's offices and can be viewed on VR's web site www.vrtranspoint.fi.


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2. Ordering wagons

Customers shall order wagons at least two days before the delivery date at 11.00. Additional information regarding the number of wagons and destination station may be provided by 11.00 on the day preceding the delivery of the wagons. When placing the order, the customer must indicate the loading date, the departure and destination points, the type and volume of goods, as well as shipping information.

If the wagon cannot be delivered as per order, VR shall notify the customer thereof without undue delay. VR is not liable to compensate the customer for any possible damage that may arise if the ordered wagon could not be provided at the desired time of loading.


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3. Transport documents

The railway bill is proof of the contract of carriage between the consignor and VR. The railway bill shall be of a type approved by VR. The railway bill is as a general rule delivered to VR in an electronic format.

The railway bill must be filled out by the consignor in accordance with the instructions. The consignor shall be responsible for the correctness of the information submitted by him. In international transport, separately given regulations (CIM and Carriage conditions) and guidelines (CIM and Conditions of Carriage in Rail Traffic Between Finland and Russia are to be complied with.

If it has been agreed with the consignor of the goods that both the transport details and the freight invoices are transmitted by electronic means, no paper documentation will be required during transportation, and the consignee will not be required to provide a receipt for the goods, unless an agreement to that effect has been made with the consignor.


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4. Electronic services

VR's electronic services are available to all customers having a contractual relation with VR.

Before making use of the electronic services, the customer must register as well as have a valid user ID and password.

The legislation in force, VR's disclaimer, the general conditions of electronic services, the supplementary service charges and the agreements between VR and the customer apply to the use of electronic services.


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5. Transportation of dangerous goods and supplementary freight charges

The consignor is responsible for submitting the materials for transportation as provided in relevant provisions and regulations concerning the transportation of dangerous goods.

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6. Loading and unloading

The consignment is to be loaded according to the loading instructions. The customer is responsible for the correct loading of his consignments. Upon written request by the customer, VR can separately check and approve at the forwarding station that the consignment has been loaded according to the loading instructions. VR charges for this service according to the supplementary services price-list, or as agreed in the contract of carriage in the case of special transportation.

In case a protective wagon should be used according to the loading instructions or the instructions given by the customer, a supplementary charge according to the supplementary services price-list is invoiced.

Before loading the goods, the customer must check that the wagon is fit for use and clean. If the wagon is not suitable for the goods, VR customer service must be informed immediately. If the consignment is loaded into a wagon which is evidently unsuitable for the transport VR is not liable for damage thus incurred by the consignment during transportation.

After unloading the goods, the consignee should within the unloading time reattach the removable parts of the wagon, as well as clean and, when needed, disinfect the wagon. If VR cleans the wagon or reattaches the removable parts of the wagon on behalf of the consignee a fee is charged as stated in the supplementary services tariff.

The customer is liable to pay any damages caused to the wagon or other equipment during loading (incl. excess weight) or unloading.


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6.1 Wagon demurrage

The consignment shall be loaded or unloaded within eight (8) hours of the time at which the wagon was brought, or when VR could have brought it, to the loading or unloading place or to another agreed upon place. Loading and unloading takes place between 6 a.m. and 10 p.m., excluding Saturdays, Sundays, public holidays, Independence Day, May Day, Christmas Eve and Midsummer Eve.

The wagon demurrage for each extra day, or a part of it, exceeding the loading and unloading time is as follows:

Night-time, Saturdays, Sundays and public holidays are included in the demurrage time. If a loaded wagon has to be detained after being accepted for transport because of the customer, or if the customer causes the wagon to stand idle at an intermediate station during transportation, the customer will be invoiced the demurrage for the entire period.

If a wagon belonging to the customer or a rented wagon stands after the loading and unloading time on a track owned by the customer, no demurrage is charged for this period of time.

When privately owned wagons are used VR collects any demurrage charges or corresponding fees invoiced by the wagons' owner from the customer as per invoice.


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7. Transportation

Goods are transported using scheduled wagonload transport chains, or in another way separately agreed with the customer. The general transport time is the time needed for transporting the goods using a scheduled transport chain plus a 24-hour delivery time. In international transports the specifically issued relevant regulations are complied with.

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7.1 Transfer of wagons/shunting work

If a wagon which has been delivered to be loaded or unloaded by the customer is moved on the same tracks or to another loading or unloading place in the same rail yard by request of the customer, a charge for shunting work is invoiced.

A charge for shunting work is also invoiced when more wagons arrive for the customer than the unloading place indicated by the customer can accommodate and, as a result of this, additional shunting work is carried out at the customer's request.

Availability of shunting services shall be ascertained upon placing the order.


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7.2 Transshipment of containers

The consignee or his representative in Finland shall give a transport instruction for each loaded wagon arriving from the Russian side within three (3) hours counted from its arrival at the border station, unless otherwise agreed.

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8. Amending the contract of carriage

The consignor shall always submit any changes to the contract of carriage in writing, and compensate VR for the expenses and damage caused by compliance with the new instructions.

If the consignor has ordered the transport to be halted, or if transportation of the goods has for some reason not been possible, and the consignor does not provide instructions how to proceed in the transportation process within two days, meaning instructions VR is legally bound to comply with, VR shall have the right to unload the goods and store them on the account and at risk of the consignor who shall also pay for the costs, or hand them over into the care of a third party.

In international transport, separately given regulations are to be complied with.


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9. Receiving goods

Unless otherwise agreed, the consignment and the original railway bill will be handed over to the consignee — with the exception specified in point 3 above — in return for a receipt when the consignee has paid the charges specified in the contract of carriage.

In the case of customs transit, the consignee must transfer the goods for the next customs clearance immediately after the transportation arrives at the destination station.

The consignee shall without delay inform the consignor and VR of an obstacle on the basis of which the consignee refuses or cannot accept the delivery. If the consignment cannot be handed over to the consignee within a reasonable amount of time the consignor shall send instructions to VR on how to handle the issue.


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10. Freight charges

Freight charges must be agreed upon with VR before ordering the wagon. Unless otherwise agreed, the freight charge and other related charges are based on the terms of delivery and the supplementary services price-list valid at the time of making the contract of carriage.

The wagonload freight charge covers bringing the empty wagon to the loading track, taking the loaded wagon from the loading track to the unloading track or to another agreed place, and collecting the unloaded wagon from the unloading track or from another agreed place, plus the eight-hour loading and unloading times.

If a wagon which has been ordered is not loaded, the charge for its transport will be the lowest wagonload charge plus other additional costs related to it. In addition, wagon demurrage will be charged for the wagon’s demurrage time.

If the wagonload is wholly or partially not unloaded, the payer of the freight stated in the freight contract will be invoiced the freight charge and other costs incurred for transporting the wagonload back to the point of origin or to a border station.

For Finnish-Russian international traffic, there is an administrative fee for each wagon or container.


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10.1 Contract on transport and logistics services

Contractual freight charges are based on the tariff in force on the date on which the contractual period comes into force. The contract cannot come into force retrospectively. The consignor must enter the customer number (EDI code), the number of the contract and the goods code in the freight bill.

If faulty railway bill information causes additional costs because of clarifications or corrections made to it, the costs will be charged from the customer with whom the contract for transport or logistics services has been made according to the supplementary services price-list.

VR is not liable to pay compensation to customers for the secondary effects of interruptions to services, including all damage incurred by the customer, caused by force majeure or by reasons outside its control.

In case the freight contract, in its entirety or in a particular term, becomes unreasonable to either of the contracting parties, the party shall be entitled to initiate negotiations to redress the situation. If the cause of the situation cannot be eliminated by negotiation, either contracting party may cancel this contract effective from one month of the date on which the notice of cancellation is given.

Either contracting party will be entitled to cancel the contract with immediate effect if the other party has committed a substantial breach of the terms of the contract. In these cases the contracting party shall compensate to the other party the direct and immediate damage incurred. If the breach of contract has been intentional or due to gross negligence the party in breach of the contract is liable to compensate to the other party all damage.


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10.2 Charging principles

Freight charges are calculated on the basis of the wagon used for transportation, the type and gross weight or volume of the goods to be transported, as well as the distance carried, per wagon and goods item included in the consignment. The minimum charge for a wagonload is the minimum charge specified in the supplementary services tariff.

The chargeable distance between the forwarding and the destination station is determined according to railway kilometres. A supplementary charge is invoiced for the use of a rail operating point closed for traffic.

If agreed with the consignor, or if the consignment must be carried over a longer distance for a reason not attributable to VR, the freight charge is determined according to this distance.

Chargeable weight is the gross weight of goods; for certain types of wood, the weight calculated on the basis of loose cubic metre weight, or the weight calculated on the basis of solid cubic metre weight if carried in a covered wagon; or the volume weight mentioned above.

If the consignor has not entered the gross weight of the goods in the railway bill or the weight indication is inexact, and the weight cannot be reliably verified otherwise, the weight of the consignment is determined by VR. If VR weighs the consignment, the weighing charge specified in the supplementary services tariff is invoiced.


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10.3 Payment

The payer of the freight is agreed in the freight contract.

The consignor enters the name and EDI code of the freight payer and the consignee on the freight bill. The customer is responsible for having the right to state that the recipient of the goods is the consignee referred to in the transport service contract. The invoice which is based on transported freight, the Terms of delivery or the Supplementary services tariff may be paid by the consignor, the consignee or a third party. If the consignor does not give information on the party paying the freight, if the party paying the freight cannot be contacted, or the party filled in as the one paying the freight refuses to pay, the consignor shall pay the freight. VR is entitled to refuse to hand over the goods if freight has not been paid.

If in the contract on transport and logistics services the parties have agreed on a credit account and credit limit the entry into force of the contract requires an affirmative decision to grant a credit by VR-Group Ltd's credit supervision. VR reserves the right to revise the credit limit if the customer's credit rating falls or if repeated disruptions of payments occur.

If an undisputed payment is overdue by more than 30 days from the due date, all unpaid invoices fall due for payment immediately and new credit will not be granted before the due invoices have been paid. The granting of a new credit limit requires an affirmative decision to grant a credit by VR-Group Ltd's credit supervision.

Account customers will be invoiced in accordance with the predetermined payment schedule. The invoice is due for payment on the due date and it is to be paid on the bank account the number of which is marked on the invoice. Interest on overdue invoices is determined in accordance with interest rate legislation.

Customers who do not have a registered credit account pay the freight when sending the goods.

VR has the right to invoice for freight in advance when transporting goods between Finland and Russia.

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10.4 Taxes and payments

The prices given in these terms of delivery, the freight contracts and the supplementary services tariff do not include value-added tax, which will be included as a separate item in the billing. If the transport service is free of VAT, the information on it may be given in the appropriate place on the railway bill. The customer is responsible for the correctness of the information.

As holder of the goods, the customer is responsible for all taxes and payments collected with regard to the transport (e.g. oil pollution fee, customs duties) and for all information the customer supplies to the authorities and will reimburse to VR any taxes and additional charges VR may be obliged to pay on behalf of the customer.


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10.5 Right to review prices

In such a case that taxes or other such charges are levied on the transport and services specified in these terms of delivery during the period of validity of the supplementary services tariff or of the freight contract, or if there is a substantial increase in the costs of transport for reasons beyond VR’s control, the right to implement corresponding price increases is reserved. The change may be implemented in the form of a separate surcharge.

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11. Forwarding servicesPayment

VR will only attend to the forwarding and customs clearance on the customer's behalf if an agreement has been made on this separately. The fees are as shown in the supplementary services tariff, unless agreed otherwise.

Fee-based services of the Customs Administration will be invoiced as shown in the customs price-list.


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12. Liability for damages

VR is liable for damages due to delays in handing over goods to the consignee transported in domestic traffic up to four times the amount of the freight.

The total or partial loss of or damage to goods transported in domestic traffic will be compensated by VR to a maximum amount of twenty five (25) euro per kilogram of missing gross weight.

VR’s maximum total liability in cases of damage or loss of goods during export railway transport from Finland to Russia or via Russia to third countries is €50,000 per consignment, unless otherwise agreed in the contract of carriage.

Where transport under the Conditions of Carriage is concerned, a customer who presents a claim for compensation must attach to the claim the commercial record of delivery and the seals of the wagon or container.

VR is under no circumstance liable for consequential or indirect damage unless the damage was caused by VR's gross negligence or intentional act.


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13. Safety of the delivery chain

The customer undertakes, in cooperation with VR-Group Ltd, for in own part to follow AEO principles regarding the safety of the delivery chain and ensure the integrity of the transported goods, consignment documents and the transport unit. AEO principles are accessible on the website of Finnish Customs at www.tulli.fi.

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14. Changes in legislation

VR reserves the right to make changes to these terms of delivery in connection with changes in the national legislation in force or in the international conventions.

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GENERAL CONDITIONS OF ELECTRONIC SERVICES

The purpose of these conditions is to determine the general conditions according to which the electronic services (network services), the delivery of which has been agreed upon, will be realised and managed.

1. General conditions concerning electronic services

The purpose of these conditions is to determine the general conditions according to which the electronic services (network services), the delivery of which has been agreed upon, will be realised and managed.

2. Parties

The use of electronic services is always agreed upon between the supplier of the network services and the registered judicial person (customer), company or other collective.

3. Other contracts

The use of network services shall be in connection to a contract made with the customer.

4. Use of network services

a) Maintenance of network services

The supplier has the right to make changes to range, operation and content of the network services.

The supplier has the right to restrict the use of network services for maintenance and repair work. The supllier does not guarantee that the network services are available continuously and is not responsible for damages caused by interruptions.

The supplier of the network services has the right to suspend the services immediately if the customer or the customer’s equipment, software, systems or telecommunications connections or the public information network cause malfunctions or endanger the safety of the network services.

b) User rights

The customer receives user rights to the network services in conformity with these general conditions.

The customer has the right to use the network services only for the purpose for which the user rights have been granted.

The customer has for its part the duty to ensure that there is no improper use of the network services.

The customer shall in addition to what has been agreed upon follow instructions on the use of the network services given by the supplier of the service at any given time.

Should the customer use the service in contradiction to what has been agreed upon in the contract or to the instructions given, the supplier of the network services has the right to cancel the services.

c) Users

The customer may have several network service specific superusers who have the right on the customers behalf to conclusively determine the users who have the right to use the network services that have been agreed upon and to grant, maintain, change and remove user rights, user login information and user group information which is determined on a network service specific basis.

Users are divided on a network service specific basis into user groups which are normally determined and set up by the network service owner.

d) Registration

The use of the network services requires registration. The input of user information of the superuser is considered a registration.

e) User information

The user name and password identify the user. Each user shall have a personal user name and password.

The superuser’s user name and password are provided by the owner of the network services. The network service specific superuser designated by the customer will determine the user names and passwords of users. The customer and user are responsible for the user name and password. The customer is responsible for the proper use of the user name and password.

f) Hardware

The customer is responsible for having the hardware, software and communications connections necessary for using the network services. The customer is also responsible for their functioning and safety as well as operating and maintenance costs. The supplier of the network services does not guarantee that the services can be used with all hardware, software, settings, systems or interfaces purchased by the customer.

5. Payment/billing

The supplier of the has the right to charge for the network services used according to the network services tariff or according to what has been communicated to or agreed with the customer.

6. Responsibilities

The supplier of the network services is not responsible for damages caused by the disappearance of or change in information happening in a public information network or an information network owned, managed or used by virtue of an agreement by the customer.

The supplier of the network services is not responsible for an indirect or consequential damage incurred by the customer such as loss of income or unreceived earnings which is caused by possible failures or errors in the network services.

The supplier of the network services is not responsible for damages caused by force majeure or a corresponding factor which causes the network services activities of the network services supplier excessive difficulties.

The customer is responsible for its own communications costs.

The customer is responsible for the correctness of the information it gives while using the network services and for the possible damage resulting from the inadequate or incorrect information it has given.

7. Information security and privacy protection

The supplier of the network services and customer are both responsible for their part for the proper organisation of the information security of their ICT environment.

The supplier has the right to record in its information systems information concerning the customer’s use of the services as well as transactions and other acts.

The use of the network services is verified from the information system of the supplier of the network services.

The supplier of the network services has the right to collect and store information on the use of user names, transactions in the network services and concluded contracts as well as process this information within the limits of the law or with the consent of the customer.

8. Secrecy

Any unauthorised collection, distribution and publishing as well as passing on of information contained in the network services is forbidden unless it falls within the right to use the network services as stated in the access rights of the contract.

9. Force majeure

As force majeure is considered

• a measure by the authorities
• a war or threat of war, rebellion or riot
• a failure independent of the supplier such as a failure in automatic data processing, data transfer, other electronic communication or distribution of electricity.
• an interruption or delay in the activities of the supplier of the network services caused by a fire or other accident
• industrial action such as strike, lockout or boycott even if it is nor directed at the supplier.

A force majeure or one of the reasons mentioned above gives the supplier the right to suspend the network services for the duration of the obstacle or until further notice. The customer shall be notified of the force majeure without delay in an appropriate manner.

10. Changes in the network services

The supplier of the network service has the right to change the general conditions of electronic services, specific conditions concerning the network service, the content of the network service, the range of network service as well as tariffs and other charges collected for the network service.

The supplier of the network service shall notify the customer of changes to the conditions in writing. Changes to tariffs and other charges are announced in writing.

Conditions of network service specific contracts can in addition be changed in a manner determined in the contract of the network service in question.

11. Disputes and the place of jurisdiction

The contracting parties try to settle disputes arising from the contract primarily through negotiations. If a settlement is not reached through negotiations disputes shall be settled in the Helsinki District Court.

12. Applicable legislation

Excluding connecting factor rules, Finnish law is applied to the network services contract.