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This document describes the standard framework of cooperation between Universal Partner Business Center LLC (UPBC; hereinafter the “Company” or “Universal Partner”) and manufacturers, exporters, importers and trading companies for the sale, carriage, customs clearance and forwarding of goods between the Russian Federation, the Islamic Republic of Iran and other countries of the International North–South Transport Corridor. Its structure follows generally accepted international practice for standard forwarding conditions and commercial agency agreements.
1.1. This document is for information only and does not constitute a public offer.
1.2. Rights and obligations of the parties arise only from a written agreement signed by the parties (the “Agreement”) and its annexes, including a “Specification” for each order or period.
1.3. In the event of any discrepancy between the Agreement and this document, the Agreement prevails.
3.1. Form A — sales representation. On the Partner’s instructions and within an agreed territory, the Company seeks buyers, takes part in negotiations and in preparing the sales contract, and supports its performance. Unless the Agreement provides otherwise, the sales contract is concluded between the Partner and the buyer.
3.2. Form B — carriage and forwarding. Organisation of road, rail, sea (including Caspian) or multimodal carriage, booking of capacity, liaison with terminals and ports, cargo tracking and preparation of transport documents.
3.3. Form C — customs support. Preparation and checking of documents, assistance with classification of the goods, and coordination of declaration and transit with a customs representative.
3.4. Form D — combined. Any combination of Forms A, B and C. A separate Specification is drawn up for each form.
3.5. The Agreement determines whether the Company acts in the Partner’s name and for the Partner’s account, in its own name for the Partner’s account, or as an organiser of services.
3.6. Exclusive representation arises only if the Specification expressly states the territory, goods, term and, where applicable, a minimum volume. Otherwise the cooperation is non-exclusive.
4.1. Carriage along the North–South Corridor is usually organised along three groups of routes: western (through Azerbaijan), eastern (through Kazakhstan and Turkmenistan) and trans-Caspian (through Caspian Sea ports). The route for each consignment is chosen with regard to the type of cargo, deadlines, tariffs and available capacity.
4.2. A free trade agreement between the Eurasian Economic Union and Iran has been in force since 15 May 2025. The application of tariff preferences depends on the goods and the rules of origin and is verified separately for each consignment.
5.1. Before the first order the Partner provides: constituent and registration documents, signatory authority, bank details, a list of goods (where possible with HS codes), certificates and declarations of conformity, safety data sheets (for chemical products) and required permits.
5.2. To the extent required by law and its internal policy, the Company screens counterparties, beneficial owners, sanctions status and export controls. If screening is incomplete or a compliance risk exists, the Company may decline or suspend cooperation.
5.3. The Partner confirms the accuracy of the cargo information and discloses all persons interested in the shipment, as well as the end use of the goods.
6.1. Request. The Partner states the description of the goods, quantity, packaging, country of origin, places of loading and delivery, the Incoterms® 2020 rule and the desired timing.
6.2. Proposal. The Company sends a proposal or Specification stating the scope of services, route, price basis and validity period. A proposal creates no obligations until confirmed in writing by both parties.
6.3. Performance. The Company performs the order and informs the Partner of key stages (loading, border crossing, port operations, customs events, delivery).
6.4. Completion and reporting. After the order is completed an invoice is issued and, in the case of sales representation, a sales report.
7.1. Sales representation. Remuneration is set in the Specification as a percentage of the value of goods delivered and paid for, or as a fixed amount.
7.2. Carriage and forwarding. Remuneration for organising services is stated separately from third-party costs (carriers, terminals, warehouses, port and border charges, customs duties, taxes, certification costs). Such costs are reimbursed at documented amounts unless a single all-in rate has been agreed. Unless stated otherwise, an all-in rate does not include duties, taxes or insurance.
7.3. Currency, bank and settlement procedure are determined by the Agreement. The Company does not use payment methods or channels not permitted by law.
7.4. The payment term is stated in the invoice or Specification. Exchange-rate differences are allocated as provided in the Agreement.
7.5. Remuneration and costs not agreed in writing are not recoverable.
8.1. The Company acts with due care and follows the Partner’s lawful and reasonably clear instructions.
8.2. The Company selects carriers and service providers with due diligence and supervises their work.
8.3. The Company informs the Partner of the status of the order and retains the related documents.
8.4. The Company is not a carrier unless this is stated in the transport document it issues or in the Agreement.
9.1. To provide accurate and complete information and documents, including the description, classification, value and origin of the goods.
9.2. To prepare the goods: proper packing, marking and loading conditions.
9.3. To obtain the necessary certificates and permits and to confirm that the goods are not subject to prohibitions or restrictions.
9.4. To give advance notice of dangerous goods and goods of high value.
9.5. To pay on time and to cooperate in inspections and requests from competent authorities.
10.1. Customs operations are performed by the declarant or by a customs representative acting on behalf of and on the instructions of the declarant under a contract and the Customs Code of the Eurasian Economic Union. The Company organises or coordinates these operations; the services of a customs representative are provided under a separate contract.
10.2. The declarant is responsible for the accuracy of the information declared, including classification, customs value and origin; the Partner supplies the necessary information. Duties and taxes are paid by the declarant or from funds received in advance, unless otherwise agreed.
10.3. A customs authority may request additional documents, carry out an inspection or take classification decisions. The time and costs resulting from this are borne by the party whose information or documents gave rise to them and, in other cases, by the Partner as the party bearing the risk of the cargo, unless fault of the Company is proved.
11.1. Cargo insurance is arranged only on the Partner’s written instruction stating the value and terms. The Company is not responsible for the solvency of the insurer.
11.2. The allocation of risks and costs between seller and buyer is determined by the sales contract and the Incoterms® 2020 rule chosen in it. The Company’s services do not alter this allocation.
11.3. Delivery times are indicative unless guaranteed in writing. Times may be affected by border conditions, conditions on the Caspian Sea, terminal congestion and regulatory changes.
12.1. The Company is liable for proven fault and failure to exercise due care, including in the selection and supervision of third parties. Where the Company has issued its own transport document or performs services with its own resources, liability is governed by the conventions and law applicable to a carrier.
12.2. To the extent permitted by mandatory law, the amount of compensation is limited by the Agreement or applicable conventions (including per-kilogram limits in SDR). The Company is not liable for indirect loss, loss of profit or loss of market, nor for undeclared high-value or dangerous goods.
12.3. Apparent damage is notified in writing on receipt of the cargo; other circumstances are notified no later than 14 days after delivery. Limitation periods are determined by law and applicable conventions or, where permitted, by the Agreement.
12.4. Events of force majeure beyond the reasonable control of the parties — including natural disasters, border closures, hostilities, sanctions or government restrictions, and suspension of ports or railways — suspend performance of obligations. Additional documented costs are borne by the Partner unless the Agreement provides otherwise.
12.5. To the extent permitted by law, the Company may retain the cargo and documents until undisputed claims are settled.
13.1. The parties comply with applicable law, including sanctions regimes, export controls, and anti-corruption and anti-money-laundering rules.
13.2. The Company may decline or suspend a consignment or cooperation if performance would breach the law or expose the Company to sanctions risk.
14.1. Information exchanged is confidential and is used only to perform the Agreement. Disclosure to carriers, customs authorities, banks and public authorities is permitted to the extent necessary for performance or as required by law.
14.2. Personal data is processed in accordance with applicable law.
15.1. The Agreement is concluded for a fixed or an indefinite term.
15.2. Either party may terminate the Agreement by giving the other 30 days’ written notice.
15.3. In the event of a material breach not remedied within 30 days of notice, insolvency, or non-payment within 14 days after the due date, the other party may terminate the Agreement with immediate effect.
15.4. Remuneration and costs incurred before termination remain payable. Orders in progress are completed unless prevented by law or sanctions restrictions.
16.1. The governing law and the method of dispute resolution (a state court or an arbitral institution acceptable to the parties) are determined by the Agreement. Mandatory rules of the states concerned continue to apply.
16.2. Before applying to a court or arbitral tribunal the parties attempt to settle the dispute through a written claim and negotiations for 30 days.
17.1. Requests are submitted through the cooperation request form on the website or sent to info@upbc.ru, and state: company name and country, role (manufacturer, trader, forwarder), goods and HS code, volumes, route, Incoterms® rule and the documents available.
17.2. On receipt of a request, a list of required documents and a draft Agreement are sent.
18.1. This document is published in Persian, Russian and English. In case of discrepancy, the language of the signed Agreement prevails.
18.2. The Company may update this document. Changes do not affect agreements already concluded unless the parties agree otherwise in writing.
Edition: October 2026
To start cooperation, complete the cooperation request form or contact us.
Cooperation request form info@upbc.ru