General Agreement – Ciel Voyages
, (“Party A”)
Ciel Voyages SRL, (“Party B”)
Hereby agree as follows with respect to the basic matters entrusted by Party A to Party Brelating to the arrangement of transportation, accommodation and other tourist services for the in the territory of (this “General Agreement”):
Chapter 1 General Principles
Article 1 Purpose
The purpose of this General Agreement is to guarantee that Party A’s tourist groups(or “tourists”) have a safe and successful journey in the place where Party B is entrusted to make arrangements. Party Ahereby entrusts Party B to arrange the transportation, accommodation and any other tourist services requested, and Party B shall, in accordance with the scope of entrustment by Party A, make the arrangements promptly and accurately. Therefore, the parties hereby formally enter into this General Agreement in the form of a business entrustment contract between Party A and Party B (“Business Contract”).
Article 2 Scope of Application
1.1 This General Agreement shall apply to all the Business Contracts entered into by Party A and Party B. In case there is any supplemental agreement to this General Agreement (“Supplemental Agreement”), the Supplemental Agreement shall prevail.
1.2 In case this General Agreement is silent and there are no specific provisions in the Supplemental Agreement between the parties that can be referred to, the customary practices of business entrustment between Party A and Party Bshall apply.
Article 3 Content of Entrusted Matters
The matters entrusted by Party A to Party Bshall be subject to the purpose of a safe and successful journey, which are as follows (provided, however, that Party Amay restrict or extend the following scope of arrangement due to individual requirements):
3.1 Party B shall provide information and implementing plans in relation to transportation, accommodation, travel facilities, scenic spots and historic sites which may benefit Party A’s journey.
3.2 Party B shall enter into passenger transportation contracts with the relevant transportation department for Party A’s tourist groups (“tourists”).
3.3 Party B shall enter into accommodation contracts with hotels for Party A’s tourist group (“tourists”).
3.4 Party B shall arrange meals, travelingschedule, visiting program, and any other tourist services requested by Party A.
3.5 Party B shall assist Party A with arranging business meetings (if requested and provided by Party A) and visiting activities.
3.6 Party B shall provide tour guide and driver (or tour guide/driver).
3.7 Party B shall take emergency measures for any unplanned accidents and will report the developments to Party A.
3.8 Other necessary measures to guarantee the safe and successful journey of Party A’s tourist groups (“tourists”).
3.9 Party B is entitled to arrange allservices for the tourist groups (“tourists”), from arrival to departure or disembarking point, except the business meetings (if requested and provided by Party A).
Chapter 2 Execution of the Contracts
Article 4 Execution of Business Contracts
4.1 In case Party A entrusts Party B to provide tourist services, Party A shall inform Party B of the traveling schedule, list of tourists, all other relevant details regarding the planned trip and the arrangement plan (“Plan”) by email at least four (4) week (or 1 month) before the travel of the tourist groups (“tourists”) begins.
4.2 Upon receiving the above Plan, Party B shall promptly confirm in writing whether to accept such application or not. In the case of the applications delivered by Party A by email, Party B shall reply to Party A by email as soon as possible (within 72h) of receipt of the mentioned information. Party B shall also confirm in the same way whether to accept or not the Plan that is received and especially if the Plan is received after the four (4) week (or 1 month) deadline set forth in Article 4.1.
Implementation of Contract and Form of Communication
4.2.1 Contract Implementer
Each party shall designate a person to be the implementer (“Implementer”) of this General Agreement. Any order given by the Implementer shall be deemed to be an order given by the company that such the Implementer represents, and such the company(s) shall be responsible(s) for such order(s). Neither party shall refuse to recognize the effectiveness of an order given by the Implementer based on the reason that such Implementer is in violation of internal rules. If special authorization must be obtained from a party for any particular matter, such authorization shall be obtained in advance and a written notice thereof shall be given to the other party. Otherwise, the other party hereto shall not have any review obligation in connection therewith.
4.2.2 Email and Fax
The parties agree that email and fax (in some cases, pending confirmation) are effective forms of service and communication, and specify their respective email and fax address and number below. Any document served through the designated means of communication shall be deemed to have been effectively served; any document and order sent through such designated means of communication shall be deemed to be the document of the sending party, and the sending party shall acknowledge its effectiveness and agree to be bound thereby.
4.3.3 Designated Means of Communication
VAT ID no.:
Company Name: Ciel Voyages SRL
Address: 19/4 Eroilor Blvd., 400129, Cluj-Napoca, Romania
Registration no.: j12/661/1997
VAT ID no.: RO9469567
Bank account: RO17BTRL01304202A93919XX, for EUR
Bank: BANCA TRANSILVANIA, CLUJ-NAPOCA
Telephone: 0040 264 590966
Fax: 0040 264 590964
Contract Implementer: Dănuț-Vasile Tămășan, Mr.
Mobile: 0040 744 391857
Each party shall notify the other party in writing of any change in the information set forth above within five (5) business days.
Article 5 Formation of Business Contracts
5.1 According to Article 4.2 hereof, the Business Contracts between Party A and Party B shall be formed upon receipt of Party B’s written confirmation by Party A.
5.2 Party B shall promptly inform Party Athrough the means of communication specified in Articles 4.2 and 4.2.2 if some of the items in the Plan set forth in Article 4.1 are not acceptable. If Party A agrees to delete such unacceptable items and would still entrust Party B to make the arrangement, it shall complete the procedures as stipulated in Article 4.1.
Article 6 Quotations
6.1 In case it is difficult to calculate the expenses of the tourist arrangements entrusted by Party A to Party B based on the existing agreements, it shall make a quotation entrustment in writing.
6.2 Upon receiving Party A’s quotation entrustment letter, Party B shall serve the quotation to Party A.
Article 7 Amendment to Entrusted Matters
Party A shall be entitled to make amendments to the content of entrusted matters in due course before receiving the report on completion of arrangement made by Party B in accordance with Article 9.2. Party A’s written application for the amendments shall be treated as the Planset forth in Article 4.1.
Chapter 3 Validity of the Contracts
Article 8 Commencement of the Entrusted Business
Party B shall begin to make arrangements for the entrusted business immediately when the Business Contracts between the parties are formed.
Article 9 Reporting Obligations
9.1 Party B shall report to Party A on the progress of the entrusted matters orally or in writing in due course.
9.2 Party B shall promptly report to Party A in writing (if requested) after it has competed the arrangement for any or all matters entrusted by Party A or when in its judgment the purpose of entrustment is unable to be achieved in whole or in part.
9.3 Party A shall, upon receiving Party B’s report made pursuant to Article 9.2 on the failure to achieve the purpose of entrustment in whole or in part, immediately notify Party B in writing whether to partially amend the matters or cancel the whole Business Contract.
Article 10 Time Limit for Confirming the Entrusted Matters
10.1 In principle, Party B shall carry out the procedures as stated above and shall complete all the entrusted tourist arrangement the commencement of the journey of Party A’s tourist groups (“tourists”); provided, however, that the parties shall separately negotiate and determine the time limit for the completion of all tourist arrangement entrusted pursuant to the second half of Article 4.2.
10.2. Except for the matters as stipulated in the main text above, the rest shall be subject to the Supplemental Agreements between the parties (if any).
Article 11 Settlements of Expenses
11.1 Party B will send the invoice(s) to Party A that will be paid as follows:
11.1.1 50% of total amount with ninety (90) days before the groups’ arrival. Party Awill pay immediately the invoice issued by Party B and send to Party B a copy of the bank payment slip.
11.1.2 50% of total amount with seventy-five (75) days before the groups’ arrival. Party A will pay immediately the invoice issued by Party B and send to Party B a copy of the bank payment slip.
11.1.3 If departure is imminent, less than seventy-five (75) days before the touristsarrive, full express (urgent) payment (100%) is due. Party A will pay immediately the invoice issued by Party B and send to Party B a copy of the bank payment slip.
11.2 Party A will be entrusted to cover all expenses if any of its tourist group members or independent travelers should unlawfully extend their stay outside their visa validity in Romania or within other countries where Party B provided travel services. The expenses covered by Party Awill include accommodation, local transportation, meals, airline tickets back to the country of residence and any other costs that would emerge for Party B in such a case. The payment settlement will be arranged immediately after the invoice is sent from Party B.
Chapter 4 Amendment to Contract
Article 12 Amendment Attributable to Party B
12.1 In respect of the entrusted maters which Party B has confirmed the completion of the arrangement of whole journey to Party A according to Article 9.2, if the departments which will provide the tourist services such as transportation and accommodation as arranged by Party B are unable to provide such services due to the reason of natural disasters, wars, strikes or disputes of the transportation and other authorities, governmental decrees, construction works and other reasons that are beyond the control of Party B, Party Bmay propose to amend the matters entrusted by Party A.
12.2 If Party B submits an application for any amendment to Party A pursuant to Article 12.1 above, it shall immediately serve Party A in writing with the content and, reasons of such amendment and the amended arrangement plan.
12.3 Party A shall, upon receiving the application for amendment set forth above, immediately reply to Party B in writing whether it agrees to Party B’s amended plan or it will entrust new matters to Party B. If the latter, the new entrusted matters will be treated as a Plan under Article 4.1.
12.4 In case of emergency, notices of Party A’s replies under Article 12.3 and Party B’s applications under Article 12.2 can be given orally; provided, however, that written applications or replies shall be served on the other party afterwards.
12.5 In case the tourist group (“tourists”) request to terminate the contract with Party A, Party A shall be entitled to cancel all Business Contracts relating to such journey based on the specific situation, with liability and incur penalties as follows:
20% with thirty (30) to forty-five (45) days before the beginning of the tour;
50% with eleven (11) to twenty-nine (29) days before the beginning of the tour;
100% with ten (10) days of less before the beginning of the tour.
Meanwhile, Party A shall immediately notify Party B in writing of the same and a written acknowledgement must be received from Party B.
12.6 Party A shall be entitled to cancel all Business Contracts relating to such journey, without any liability for breach if there are more than forty-five (45) days before departure, or if otherwise is specified in any form of agreement, with awritten acknowledgement received from Party B. For detailed information regarding the Cancellation Policies, the Plan must be consulted. In the event that such information is not available in the Plan or in any other form of agreement, the specific situations will be settled as mentioned under Article 12.5.
Meanwhile, Party A shall immediately notify Party B in writing of the same and a written acknowledgement must be received from Party B.
Chapter 5 Tour Management
Article 13 Liability for Tour Management
In order to guarantee that Party A’s tourist groups (or “tourists”) have a safe and successful journey, Party B shall implement the following principles:
13.1 If Party B believes that Party A’s tourist groups (“tourists”) may not be able to obtain the services requested, it shall contact Party A immediately, and take necessary remedial measures to provide the services stipulated in the Business Contracts according to Party A’s requirements.
13.2 If the Business Contracts have to be amended after the above measures have been taken, Party B shall use its best endeavor to ensure the fulfillment of the matters entrusted by Party A. If the traveling schedule is amended, Party Bshall use its best endeavor to make the amended schedule achieve the purpose of the original schedule. If the tourist services are amended, Party B shall use its best endeavor to make the amended tourist services consistent with those as originally contemplated, in order that the amendments to the Business Contracts are reduced to the minimum degree. However, Party B can adjust the schedule of the program within 15% of the original Plan due to events that fall out of normal control of Party B, such as natural disasters, wars, strikes or disputes of the transportation and other authorities, governmental decrees, construction works and other reasons that are beyond the control of Party B.
Article 14 Liability for Arrangement of Accommodation
Party B shall, in accordance with Party A’s requirements, arrange the hotels that meet the designated range (Star Category – local standard / criteria), location or special request, subject to availability.
Article 15 Liability for Arrangement of Transportation
Upon occurrence of any accident or mechanical failure of the travel vehicles arranged by Party B as entrusted by Party A, Party B shall immediately provide the solution, and use its best efforts to arrange alternative vehicles to arrive at the designated place.
Article 16 Appointment of Tour Guide
If Party A has no special requirements, Party B shall provide a tour guide (English speaking) who is familiar with the local circumstances as to accompany Party Aduring the trip and to complete the entrusted matters set forth above.
Article 17 Status of the Tour Leader
The tour leader assigned by Party A can represent Party A. Party B and its appointed tour guide shall follow the reasonable requirements of Party A’s tour leader during the journey.
Article 18 Immigration rules
Party B cannot be responsible, legally or financially, if (some) tourists will not be granted with visa(s) or passage for a country (if applicable), in useful time, nor if (some) tourists will not respect immigration laws of the country they will visit.
Chapter 6 Accidents Handling
Article 19 Appointment of Person in Charge of Handling Accidents
No matter which party shall be responsible for the accidents or emergent events occurred during Party A’s trip, in order to handle the accidents or emergent events promptly and properly and to avoid damages, the parties shall respectively appoint their own representatives (tour leader / tour guide) in charge of handling the accidents in advance so as to strengthen the connection between the parties.
Article 20 Organizations for Handling the Accidents
20.1 The parties’ representatives in charge of handling the accidents appointed pursuant to Article 20 shall, prior to the performance of this General Agreement, will consult with each other on the liaison system in connection with the occurrence of the accidents, and shall separately exchange the memo for handling the accidents.
20.2 A communication group shall be set up by the parties in advance so that the parties can communicate with each other effectively and immediately when any emergent accident or unpredictable event occurs during the trip. After the execution of this General Agreement, the parties shall exchange the chart of the communication group immediately.
Chapter 8 Miscellaneous
Article 21 Terms of the General Agreement
21.1 This General Agreement shall have an effective term of one (1) year after execution, and if needed shall be extended for successive periods of one (1) year if the parties have no written objection within three (3) months prior to expiration of the effective term or a successive term (as applicable) or as mentioned at Art. 22.
21.2 If this General Agreement becomes void upon expiration, it shall still apply to the specific Business Contracts enteredduring the effective term hereof.
21.3 This General Agreement will be accompanied by each individual Plan as an extended understanding between parties.
Any dispute, controversy, disagreement or breach between the parties in relation to this General Agreement or any Business Contract which the Agreement can be applied to, shall be resolved through arbitration. If Party A requests for arbitration, such dispute shall be submitted to CLUJ-NAPOCA TRIBUNAL, ROMANIA for arbitration and bound by the arbitration rules of CLUJ-NAPOCA TRIBUNAL, ROMANIA; if Party B requests for arbitration, the arbitration procedures shall be carried out separately in CLUJ-NAPOCA TRIBUNAL, ROMANIA. If both parties request for arbitration, Party A and Party B will decide which arbitration is suitable: CLUJ-NAPOCA TRIBUNAL, ROMANIA or CLUJ-NAPOCA TRIBUNAL, ROMANIA. The arbitrator’s arbitration award shall be final and binding upon both parties.
Article 22 Languages
This Agreement is executed in English language in two (2) originals with each party holding one original set. This contract is effective from .2016 to .2016.
Ciel Voyages SRL