General forwarding conditions

General forwarding conditions of the Association of Logistics and Forwarding of the Slovak Republic

as amended by the meeting of ZLZ SR members on 12/05/2005, 09/11/2011, 19/11/2014, 11/11/2015 and 13/11/2019

Article 1
Subject and purpose – scope of validity

1.1 These General Forwarding Conditions of the Association of Logistics and Forwarding of the Slovak Republic (abbreviated as VZP ZLZ SR) are issued on the basis of §2, point 4 of the Statutes of the Association of Logistics and Forwarding of the Slovak Republic (abbreviated as ZLZ SR) and § 273 par. 1 and 2 of the Commercial Code of the Slovak Republic (abbreviation OBZ). Their purpose is to amend and supplement the provisions of Sections 601-609 of the OBZ on forwarding contracts in more detail.

1.2 VZP ZLZ SR apply to the business relations of principals and forwarders in the field of national and international forwarding, provided that they become part of the forwarding contract. Those parts of the VZP ZLZ SR, which by their nature only concern international shipping, will not be used for domestic shipping.

1.3 Deviating provisions of the forwarding contract take precedence over the wording of the VZP ZLZ SR. The provisions of the VZP have priority over the wording of the Commercial Code and the Civil Code (abbreviation OZ), however, they must not conflict with their mandatory provisions or with the mandatory provisions of other legal regulations.

1.4 The Slovak version of these VZP ZLZ SR takes precedence over their English and German translations.

1.5 For the purposes of these VZP ZLZ SR

– forwarder means an entrepreneur who holds the relevant trade authorizations for doing business in this area in accordance with the Trade Act. When carrying out this activity, he undertakes in the forwarding contract to his customer – the principal, that he will procure the transportation of things (goods) from a certain place to a certain other place in his own name and at his expense (§ 601 par. 1 OBZ). The consignor can also commit to the procurement, equipment, or performing auxiliary services related to transportation, if these activities belong to the subject of his business. The main commercial contract on the domestic and international market is the purchase contract between the seller and the buyer. INCOTERMS delivery conditions are usually included in the international sales contract. Depending on the chosen delivery condition, the sender of the goods is the seller or the buyer, who is obliged to conclude a transport contract with the carrier. They often entrust this duty to an expert – forwarder.

– the principal is a person (legal or natural) who orders the procurement of transportation, or other auxiliary services related to transportation, from the forwarder, and for this purpose concludes with

forwarder, the forwarder contract and, in the case of auxiliary services, other relevant contracts.

– the procurement of transportation means the implementation of transportation by the forwarder based on the conclusion of a contract for the transportation of goods between the forwarder (in the capacity of the sender) and the carrier.

– a carrier is understood to mean an entrepreneur who, in a contract for the carriage of an item, undertakes to the sender to transport the item from a certain place (the place of dispatch) to a certain other place (the place of destination) for a fee. The carrier carries out the transport.

– the forwarder becomes the principal’s representative as the sender if, on the basis of the mandate contract, he acts on behalf of the sender when concluding the transport contract with the carrier. In this case, the principal, not the forwarder, will be the party to the transport contract as the sender.

– the forwarder is a transport intermediary when, on the basis of an intermediary contract, he undertakes to carry out activities for a fee so that the interested party has the opportunity to conclude a contract for the transport of the item with a certain carrier himself and in his own name (Section 643 et seq. OBZ). Intermediary activity is a free trade (Section 25 paragraph 1, Section 33 letter ch and Section 41a ŽZ)


Article 2

Conclusion, formation and form of the forwarding contract

2.1 The rights and obligations of the forwarder arise primarily on the basis of a valid forwarding contract. With the forwarding contract, the forwarder undertakes to the principal to arrange for him, in his own name and at his expense, to transport items from a certain place to a certain other place, and the principal undertakes to pay the forwarder compensation (Section 601, paragraph 1 OBZ).

2.2 The conclusion and formation of the forwarding contract are regulated by the provisions of § 43-51 OZ and § 269-275 OBZ. In order to create a forwarding contract, timely and unreserved acceptance of the draft contract is required. Acceptance of a proposal that contains additions, reservations, limitations or other changes is a rejection of the proposal and is considered a new proposal that must be accepted in order to create a contract. A draft marked as a “forwarding order” or “forwarding services order” is also considered a draft contract. The draft contract is usually submitted by the principal, but the initiative may also come from the sender. The draft contract must be specific and specific. It must precisely define the services that the forwarder is to provide, especially the provision of specific transportation, and must be addressed to a specific forwarder.

2.3 According to these GTC, a written form is required for the forwarding contract to be valid, unless the parties have agreed otherwise. The written form must be preserved for business transactions creating a contract, i.e. for the draft contract and its acceptance. The writing of the contract on a document that forms a single technical unit, expressions of the parties through the exchange of documents, correspondence, telegraphic and telex messages, telefax, expressions by electronic means are considered to be in written form. The silence or inaction of the addressee of the proposal cannot in itself mean acceptance of the proposal.


Shipping order

Legal nature and function:

3.1 The forwarding order may represent a draft forwarding contract submitted by the principal to the forwarder. Its unconditional acceptance creates a forwarding contract.

3.2 A forwarding order issued by the principal at the request of the forwarder for the purpose of confirming the existence and content of an already concluded forwarding contract, which does not have a written form, comes into consideration when the parties have waived the requirement of a written form of expression (OBZ § 601 paragraph 2).


Cooperation between the parties to the forwarding contract


4.1 The orderer and the forwarder are obliged to cooperate closely in fulfilling the forwarding contract. They must fulfill their obligations under this contract properly and on time.

4.2 If the principal is in arrears in fulfilling his obligations, the sender cannot be in arrears against him and vice versa.

4.3 The consignor, who during mutual performance is obliged to fulfill obligations in advance (conclude a contract with the carrier), is entitled to withhold performance until the time when mutual performance is provided or secured (payment of compensation), if the principal’s performance is threatened due to circumstances that were not known at the time the contract was concluded.


Basic obligations and rights of the sender

5.1 The sender is obliged to:

5.1.1 procure for the principal in his own name and on his account the agreed transport of items from the designated place of dispatch to the designated place of destination; at the request of the principal, he is obliged to issue him a confirmation of receipt of the consignment, the transport of which he is to provide;

5.1.2 to take over the consignment of goods from the carrier at the agreed place, further to take over the stored consignment from the storekeeper, if he was entrusted with these tasks as part of the forwarding contract;

5.1.3 to carry out his obligations from the forwarding contract with professional care and to ensure that he satisfies the principal’s interests in a qualitative and cost-effective manner;

5.1.4 to fulfill the principal’s instructions within the forwarding contract; when fulfilling them, take care to protect the principal’s interests, which in particular results from:

– the obligation to notify the principal of the obvious incorrectness of his instructions;

– in case of risk of delay, proceed even without these instructions in such a way that the principal’s interests are protected as much as possible (if they are known to him).

5.1.5 take proper care of things (goods) entrusted to him by the principal, as well as things he has taken over for the principal, or for the money that he collected for him on cash on delivery or otherwise collected;

5.1.6 ascertain or ensure control of the quantity of goods handed over to the carrier or taken over from the carrier, but only when this has been agreed with the principal;

5.1.7 to insure the consignment of goods against dangers during transport, if this was agreed in the forwarding contract; the consignor concludes the insurance contract either in his own name and on behalf of the principal or on behalf of the principal;

5.1.8 report to the principal about the damage that the shipment is at risk of, or that has already occurred, immediately after learning about it;

5.1.9 for the needs of the principal, during a reasonable or agreed period, while maintaining confidentiality, to archive the documents obtained during the performance of the forwarding contract.

5.2 The sender is entitled to:

5.2.1 request that he be given a written order to procure transportation (shipping order), if the contract does not have a written form (OBZ § 601 paragraph 2);

5.2.2 organize transport, including the choice of the method of transport and the choice of carrier, unless otherwise agreed;

5.2.3 demand from the principal an adequate advance payment for the costs associated with the fulfillment of the forwarding contract;

5.2.4 demand the payment of compensation, contractual or, if it was not agreed, according to the tariff of the service and sender;

5.2.5 demand payment of necessary and useful costs incurred by the forwarder in connection with the fulfillment of obligations under the forwarder contract; to also demand payment of costs purposefully incurred in fulfilling one’s obligation;

5.2.6 request the principal to correct incorrect or complete incomplete instructions and at the same time request correct data on the contents of the shipment and its nature;

5.2.7 request an express order for the insurance of the shipment and specification of the type of insurance;

5.2.8 request an express order for cash on delivery or other collection action;

5.2.9 carry out the transportation he is to provide himself, if this is not contrary to the contract, or if the principal does not prohibit it before the beginning of the transportation (right of self-entry – § 605 paragraph 1 OBZ);

5.2.10 use another forwarder (intermediate forwarder) to procure the transport; at the same time, he is responsible to the principal as if he procured the transport himself;

5.2.11 deviate from the principal’s instructions, if the protection of the principal’s interests requires it, especially in the case of a risk of delay;


Basic obligations and rights of the principal


6.1 The customer is obliged to:

6.1.1 give the forwarder a written order to procure transportation, if the forwarder contract does not have a written form and if the forwarder requests it;

6.1.2 if there is an immediate threat of substantial damage to the shipment, to immediately give the sender the necessary instructions in writing based on his request; otherwise, the sender has the right to sell the shipment;

6.1.3 to provide the sender with correct information about the contents of the shipment and its nature, as well as other facts necessary to conclude a contract for the transportation of the shipment, namely data on the type and quantity of goods, brands and signs, method of packaging, dimensions and weight of individual pieces, data on whether it is dangerous goods in the sense of the ADR, RID, etc. agreement; notify the sender in time of public law regulations (import and export permits, transit permits, customs regulations, etc.), unless the sender must be aware of them;

6.1.4 pay the sender the agreed remuneration in time; if compensation was not agreed upon, then compensation according to the forwarder’s rates valid at the time of conclusion of the forwarder contract. If the forwarder’s rates are not available, then the usual payment at the time of the conclusion of the contract;

6.1.5 at the sender’s request, provide him with an adequate advance payment for the costs associated with the fulfillment of the sender’s obligation;)

6.1.6 to reimburse the sender in a timely manner for necessary, useful and purposefully incurred costs. Pay compensation to the sender and reimburse him for the costs also for the return transport of the goods, if the recipient refuses to accept the shipment. Repayment in this case will be the same amount as in the case of transport to the recipient. The principal has a similar obligation in the event that the execution of the agreed cash on delivery or the collection action at the sender is revoked, or when the collection of the relevant amount is not carried out despite the sender’s efforts and the shipment must be returned;

6.1.7 compensate the sender for all damage and additional costs in the event that the principal provides the sender with inaccurate or incomplete information about the contents of the shipment and its nature, as well as other facts necessary to conclude a contract for the transportation of the shipment and the damage or higher costs arose in connection with the provision inaccurate or incomplete data.

6.1.8 give the sender an explicit order to insure the shipment, if he wishes to insure it and the insurance is not agreed in the forwarding contract;

6.1.9 prohibit the consignor from self-entry if the principal does not wish the consignor to carry out the transportation he is supposed to provide himself.

6.2 The customer is entitled to:


6.2.1 request the procurement of transportation by the forwarder according to the terms of the forwarding contract and these VZP ZLZ SR;

6.2.2 give the sender more detailed instructions as part of the forwarding contract regarding the method, type and route of transportation and the destination of the recipient of the shipment;

6.2.3 instruct the consignor to stop the transport with the carrier and to return the shipment, provided that the recipient has not yet taken over the shipment, or the right to dispose of the shipment has not been transferred to a person to whom the consignor is not authorized to issue an order;

6.2.4 request from the forwarder other auxiliary services related to the procurement or carrying out of the transport, as long as they are agreed in the forwarder contract or separately;

6.2.5 withdraw from the forwarding contract in the event of a substantial breach by the forwarder.


The sender’s responsibility for damage and its extent

7.1 The forwarder who violates his obligation from the forwarder contract, from another commercial contract or other contractual obligation, or who violates another non-contractual obligation stipulated in the Commercial Code, is obliged to compensate the damage caused to the other party, unless he can prove that the breach of obligation was caused by extenuating circumstances responsibility (§ 373, 374 and 757 OBZ; Article 9 VZP ZLZ SR).

The breach of duty on the part of the sender, the occurrence of damage and the causal connection between the breach of duty and the resulting damage must be proved by the injured party (principal). The sender must prove the existence of a circumstance excluding liability (liberating reason).

7.2 If the sender is responsible for the damage, his obligation to compensate the damage is limited as follows:

7.2.1 In the case of damage that occurred to the shipment during transportation by means of transport or during handling related to transportation (e.g. during loading, transshipment, unloading), the amount of damage is limited to 8.33 XDR per 1 kg of the gross weight of the damaged, destroyed or lost of goods, but no more than 20,000 XDR for one case of damage.

7.2.2. In case of damage caused by delayed delivery of the shipment, the sender’s obligation to compensate for the damage is limited to the agreed amount of the shipping fee.

7.2.3 During storage, the sender’s liability for lost, damaged or destroyed goods is limited to


– 3.925 XDR per 1 kg of gross weight of damaged, destroyed or lost goods, but no more than:

– 3,925.- XDR for one damage case (one shipment),

– XDR 19,625, if the damage caused to the customer (principal) consists of the difference between the required and actual state of the stored stocks.

7.2.4 In cases of other damages, the sender’s obligation to compensate the damage is limited to the amount of XDR 20,000 per damage case.

7.3 In the case of a shipment of high-value goods or in the case of a special interest of the principal in the delivery, it is possible, deviating from the provisions of point 7.2 of these VZP ZLZ SR, to agree on a higher limit of the sender’s liability in the forwarding contract.

7.4 Lost profits and indirect damages are not compensated.

7.5 If the forwarder caused damage intentionally during the fulfillment of the forwarding contract, he is obliged to compensate it in full (without limitation, including lost profit).


Liability of the principal for damage and its extent

8.1 The principal’s responsibility and its scope are subject to the same principle of responsibility and provisions which, according to Article 7, points 7.1, 7.4 and 7.5, are authoritative for the responsibility of the sender.

8.2 The provisions of points 7.2 and 7.3 do not apply to the principal’s liability


Circumstances excluding the responsibility of the sender and principal

9.1 Circumstances excluding the responsibility of both the sender and the principal for breach of their contractual obligations are considered to be obstacles that meet all the characteristics listed in § 374 of the OBZ.

9.2 Liability is not excluded by an obstacle that occurred only at a time when the obligated party was already in arrears with the fulfillment of its obligation or arose from its economic circumstances. Failure to grant an official permit (export, transit, import, foreign exchange) to be requested is not considered a circumstance excluding liability, unless the parties have agreed otherwise.

9.3 The party with an obstacle must immediately inform the other party.

9.4 Effects excluding liability are limited only for the duration of the obstacle to which these effects are associated. If the obstacle will last longer than one month, counting from the moment when the contractual obligation affected by the obstacle should have been fulfilled (e.g. procurement of transport, storage of goods, payment of an advance for costs, payment of remuneration), each of the parties to the forwarding contract is entitled to withdraw from the contract, and even if the obligation was partially fulfilled. In case of withdrawal from the contract, the sender is entitled to reimbursement of costs already incurred and to an appropriate part of the compensation. The customer is entitled to the return of the part of the advance for costs, not spent until the withdrawal from the contract, and to the return of a reasonable part of the remuneration, if it was already paid in full when the contract was concluded.

9.5 The existence of an obstacle excluding liability must be proven by the party that invokes the obstacle.


Forwarder support services


10.1 The forwarder, in addition to providing the transport of goods, often provides other auxiliary and supplementary services for the principal, which are related to the transport of goods. The prerequisite is an agreement on this matter with the principal, enshrined directly in the forwarding contract or outside of it. Such services include e.g. storage of goods, control activities, insurance of shipments, debt collection operations, participation in customs procedures. Some of them are regulated by special types of business contract (e.g. storage contract, control activity contract, insurance contract, collection contract). If these contracts are included in one contractual document together with the shipping contract, they are “mixed contracts”.

10.2 If these VZP ZLZ SR also regulate auxiliary services, they will apply regardless of whether the agreement on auxiliary service is included in the forwarding contract or is located outside of it. The forwarder can procure auxiliary services in his own name and on behalf of the principal or arrange them on behalf of the principal as his representative or perform them himself. Auxiliary services are procured by the sender for a fee, which is included in the total fee for the procurement of transportation or is determined separately.


Storage of goods


11.1 If the forwarder performs or procures the storage of things, this activity is governed by the following provisions:

11.1.1 The goods are stored at the consignor’s choice in his own warehouse or in foreign storage facilities. In the event that the consignor stores the goods in a foreign warehouse, he will notify the principal (customer) of the name of the storer and the place of storage.

11.1.2. The orderer has the right to inspect the storage areas himself, or he can have them inspected. Objections or complaints regarding the storage space or the location of the goods must be applied immediately. If the principal has not exercised the right to inspection, he waives any later objections to the type and method of placing the goods, as long as the sender has taken due care in choosing the space and placing the goods. The orderer has the right to enter the warehouse only accompanied by the consignor or warehouseman.

11.1.3 If the principal manipulates the goods during storage (e.g. taking samples), the sender has the right to demand that the number, weight and properties of the goods be determined in his presence. If the principal does not comply with this requirement, the sender is not responsible for damages discovered later, except in cases where the damages are demonstrably unrelated to this manipulation.

11.1.4 The orderer is responsible for all damages caused by him, his employees or persons authorized by him when entering the warehouse to the consignor, other warehousemen or third parties (depositors), respectively. caused by his defective goods to the consignor – warehouseman, other warehousemen, or depositors.

11.1.5 In the case of inventory differences regarding the stored goods of the same principal, the forwarder can, in cases of current deficit and surplus, carry out a value balance of the warehouse stocks.

11.1..6 If the sender has reasonable doubts in whether his claims against the principal are secured by the value of the stored goods, he is entitled to set the principal a reasonable period of time in which he must secure the consignor’s claims in another way. If the principal does not fulfill the consignor’s request within the specified period, the consignor is entitled to immediately terminate the storage contract or withdraw from it.

11.2 In other matters, the provisions of the Commercial Code apply to the relationship between the consignor as a warehouseman and the principal as a warehouseman (Storage Agreement § 527 – 535).


Invoicing and method of payment


12.1 The basis for payment of the forwarder’s monetary claims is the forwarder’s invoice, which is due within 15 days of its delivery to the principal (unless the parties agree otherwise), while it is assumed that the delivery of the invoice takes 3 days in domestic transactions and 10 days in international transactions.

12.2 Monetary obligation – the principal is obliged to pay the invoice at his own risk and costs to the sender’s business (current) account at the bank specified in the invoice or the forwarding contract. The principal’s monetary obligation paid through the bank is fulfilled by crediting the paid amount to the sender’s account in his bank. If the money obligation is paid by the principal through the post, it is fulfilled by paying the amount to the sender. In the case of exceptional fulfillment of a monetary obligation in person in cash, the principal is obliged to fulfill it at his own risk and expense at the sender’s headquarters.

12.3 If the principal is late in fulfilling his monetary obligation, he is obliged to pay the forwarder a contractual penalty of 0.07% of the owed amount for each day of delay, but at least the interest rate applicable at the time of the principal’s delay.


Securing contractual obligations


13.1 Contractual penalty


In the forwarding contract, the parties can agree on a contractual penalty, which represents a flat-rate compensation for damages, to ensure contractual obligations. The right to the payment of a contractual penalty arises in the event of a breach of the contractual obligation it ensures, regardless of whether the entitled party has suffered damage or not. The agreement on the contractual fine requires a written form, determination of the secured obligation and the amount of the fine (more specifically § 544-545 OZ and § 300-302 OBZ).

13.2 Right of Retention

To secure all its claims against the principal, the sender has a lien on the shipment as long as the shipment is with the sender. The right of retention is implemented by arbitrary retention of the item. The consignor is obliged to notify the principal of the detention of the item immediately, no later than three days. The sender must take care of the detained shipment, protect it from damage, destruction or loss. The customer is obliged to cover the costs of care and protection of the shipment. The thing can be used only with the consent of the debtor.


Final provisions


14.1 Place of performance


In order to properly fulfill the obligations of the parties to the forwarding contract, it is required that the obligation be fulfilled at the place of the forwarder’s seat or in the place of its operation, to which the order or forwarding order was addressed, unless it follows from the nature of the obligation that it can or must be fulfilled in another place.

14.2 Withdrawal from the contract

The forwarding contract can be withdrawn only in the cases established by the forwarding contract, these VZP ZLZ SR, the Commercial Code (§ 344 – 354) or another law. Unilateral withdrawal from the forwarding contract without a legal reason is not allowed. However, the contracting parties can agree on severance pay.

4.3 Limitation of Rights

14.3.1 Rights arising from damage to transported items and from late delivery of the shipment against the sender and against the carrier are time-barred after one year. In the case of rights arising from total destruction or loss of the shipment, the limitation period runs from the day the shipment should have been delivered to the recipient, in the case of other rights, when the shipment was delivered. For damage knowingly caused, the general statute of limitations is four years.

14.3.2 The general limitation period of four years applies to other rights of the sender and principal from the forwarding contract.

14.3.3 Other issues of limitation of rights are governed by § 387-408 OBZ.

14.4 Governing Substantive Law


14.4.1 The forwarding contract for domestic forwarding is always governed by Slovak law.

14.4.2 The forwarding contract in international forwarding is also governed by Slovak law, unless the parties to this contract expressly choose the law of another state.

14.5 Dispute Resolution


14.5.1 All disputes arising from or in connection with the forwarding contract, including the question of its validity and termination, will be resolved by the parties primarily through negotiation and agreement.

14.5.2 If an agreement is not reached and it is a dispute between the domestic participants of the forwarding contract, each of the parties is entitled, according to their choice, to submit the dispute for a decision to the Arbitration Court of the Slovak Bar Association with its seat at Kolárska 4, 813 42 Bratislava, Slovak Republic or to the relevant state court in Slovak Republic.

14.5.3 If no agreement is reached and it is a dispute between the parties to the international forwarding contract, the disputes will be decided in arbitration at the Arbitration Court of the Slovak Bar Association with its seat at Kolárska 4, 813 42 Bratislava, Slovak Republic according to the Rules of Procedure of the Arbitration Court of the Slovak Bar Association. The parties undertake to comply with the arbitration decision within the deadlines specified in it.

14.5.4 For the purpose of deciding disputes arising from or in connection with the forwarding contract, including the issue of its validity and termination in arbitration proceedings by the Arbitration Court of the Slovak Bar Association with its registered office at Kolárska 4, 813 42 Bratislava, to determine its jurisdiction in this matter, the forwarding contract in a separate part of this contract should contain the following arbitration clause:

“Arbitration Clause

All disputes arising from this contract or related to it (including disputes about non-contractual claims) will be decided in arbitration according to the Rules of Procedure of the Arbitration Court of the Slovak Bar Association. The number of arbitrators is 1 (in words: one) in the case of disputes with the value of the dispute up to 20,000 Euros or 3 (in words: three) in all other cases. In case of doubt, it is considered that the number of judges is 3 (in words: three). In the case of a dispute where the number of arbitrators is 1 (in words: one), the parties to the dispute authorize the Presidency of the Arbitration Court of the Slovak Bar Association to select an arbitrator on their behalf. The language of the arbitration is [Slovak and English]. The arbitration clause is governed by the law of the Slovak Republic.

If the decision in the matter may depend on an assessment of the facts, which requires expert knowledge and experience in the field of logistics, shipping, including customs law, the arbitration panel may request an expert statement from an expert in this field, which, based on the request of the arbitration panel, will be proposed by the President of the Logistics Association and forwarding companies of the Slovak Republic. The arbitration panel will give the parties the opportunity to comment on the selection of the expert. The provisions of the Rules of Procedure of the Arbitration Court of the Slovak Bar Association on the impartiality of an expert are applicable to such an expert.

14.5.5 In the event that the forwarding contract does not contain an arbitration clause, but refers to the wording of the VZP ZLZ SR, it is considered that the forwarding contract and the related jurisdiction of the Arbitration Court of the Slovak Bar Association with its seat at Kolárska 4, 813 42 Bratislava for decision making Disputes will be governed by the Arbitration Clause in point 14.5.4 of these VZP ZLZ SR.

14.6 Validity and effectiveness of the VZP ZLZ SR

These General Forwarding Conditions of the Association of Forwarders of Slovakia were approved by the Assembly of members of the Association of Forwarders of Slovakia on November 18, 1999 and take effect on April 1. 2000. They replace the General Shipping Conditions of ZZS dated November 6, 1992, as amended by February 4, 1994.


These General Shipping Terms and Conditions have been negotiated and positively assessed by the Slovak Chamber of Commerce and Industry.