General Terms and Conditions
Article 1 – PURPOSE AND DEFINITIONS
The purpose of these general terms and conditions is to govern the contractual relations between an instructing party and a “Transport and/or Logistics Operator” (hereinafter referred to as the T.L.O.) in any capacity whatsoever (charterer, air freight agent, shipping agent, freight forwarder, freight broker, warehouse keeper, freight consolidator, agent, handler, customs representative, forwarding agent, carrier, etc.), in respect of any commitment or operation whatsoever relating to the physical movement, by any mode of transport, and/or the physical or legal management of stocks and flows of any goods, whether packaged or not, from any source and for any destination, whether domestic or international, and/or relating to the management of any material or dematerialised flow of information.
For the purposes of these conditions, the following terms are defined as follows:
« INSTRUCTING PARTY »: the term instructing party, shall be understood to refer to the party contracting with the T.L.O., or even with the customs agent.
«SHIPMENT »: all the goods, whether packaged (pallets, containers, etc.) or not, effectively placed at the disposal of the T.L.O. at the same time, and picked up under the same heading for the same shipment, at a single drop-off point.
«PACKAGE » the term package shall be understood to mean a physical unit made up of several objects, regardless of weight, dimensions and volume, constituting a unit load handed over to the T.L.O. (cardboard box, crate, container, load, roll, pallet strapped or film-wrapped by the instructing party etc.) packed by the sender prior to transportation, even if the contents are shown in detail in the transport documents.
Article 2 – OPPOSABILITY
No other specific conditions or other general terms and conditions issued by the instructing party may, except with the express acceptance of the T.L.O., take precedence over the present conditions. The fact of giving the dispatch order implies acceptance, with no reserve whatsoever, by the instructing party of the present conditions.
Article 3 – PRICE OF SERVICES
The prices are calculated on the basis of the information provided by the client instructing party, notably taking into account the services to be performed, the nature, gross weight and volume of the goods to be transported and the routes to be taken.
Quotations are based on the currency rates at the time the information is provided.
Furthermore, quotations are also based on the conditions and rates of the subcontractors as well as on the laws, regulations and international agreements in force.
If one or more of these basic elements were to be modified after the quotation has been submitted, including by the
T.L.O.’s substitutes, in a way that is opposable to the T.L.O., and on the basis of the evidence provided by the T.L.O., the prices indicated in the quotation shall be modified under the same conditions. The same would apply in the case of an unforeseen event, irrespective of its nature, notably leading to a modification of one of the elements of the service, such as the planned transport routes.
The agreed price may be revised in the event of a change in the price of fuel, in accordance with the provisions of the following articles L. 3222-1 and L. 3222-2 of the Transport Code.
The prices do not include:
– grounding and parking fees and any other incidental expenses, unless these are clearly specified in the offer, – duties, taxes, fees and levies due in application of any regulations, in particular fiscal or customs regulations (such as import duties, stamps, etc.).
– the prices initially agreed are renegotiated at least once a year.
Article 4 – INSURANCE
No insurance is taken out by the T.L.O. without a written and repeated order from the instructing party for each shipment, specifying the risks to be covered (ordinary and specific) and the values to be guaranteed.
In the absence of a precise specification, only ordinary risks shall be insured. If such an order is given, the T.L.O., acting on behalf of the customer, shall take out insurance with an insurance company known to be solvent at the time of coverage. Acting as a representative in this specific case, the T.L.O. shall under no circumstances be considered as an insurer.
The terms and conditions of the policy are deemed to be known and approved by the senders and recipients who shall bear the cost. An insurance certificate shall be issued at the request of the instructing party.
The client covering transport risks directly must specify to their insurers that they may only claim rights to remedy from the T.L.O. within the limits specified in article 8 below.
Article 5 – PERFORMANCE OF THE SERVICES
The intermediaries and sub-contractors selected by the T.L.O. are deemed to have been approved by the client.
Departure and arrival dates, which may be provided by the T.L.O. are given for information purposes only.
The instructing party shall issue all necessary and specific instructions in due course to the T.L.O. for the performance of transportation and ancillary services and/or logistics services. The T.L.O. is not required to verify documents (commercial invoice, packing note, etc.) provided by the instructing party.
Any delivery-specific instruction (payment on delivery, declaration of value or insurance, special interest on delivery etc..) shall be made in writing and duplicated for each shipment, and shall be expressly agreed by the T.L.O. In any case, such a mandate is only ancillary to the principal transport and/or logistics service.
Article 6 – OBLIGATIONS OF THE INSTRUCTING PARTY
6.1 – Packaging and labelling:
6.1.1 – Packaging:
The goods must be packaged, packed, marked or counter-marked in such a way that they will withstand transportation and/or storage operations performed under normal conditions, as well as any further handling that is necessary during such operations. They must not be a source of danger to driving or handling personnel, the environment, the safety of transport equipment, other goods being transported or stored, vehicles or third parties.
The instructing party is solely responsible for the choice of packaging and its ability to withstand transport and handling.
6.1.2 – Labelling:
Each package, object or load support must be clearly labelled to enable immediate and unequivocal identification of the sender, the recipient, the place of delivery and the nature of the goods. The information on the labels must correspond to that on the transport document. The labelling must also comply with all applicable regulations, in particular those relating to dangerous products.
6.1.3 – Liability:
The instructing party is liable for all the consequences of the absence, insufficiency or defectiveness of the packaging, packing, marking or labelling.
6.2 – Lead sealing:
Lorries, articulated lorries, swap bodies and containers, which are full once the loading operations have been completed, are sealed by the shipper himself or by his representative.
6.3 – Declaratory Obligations:
The instructing party shall be solely liable for all the consequences resulting from any failure to perform the duty of information and declaration regarding the specific nature and the specificity of the goods where the latter requires specific provisions, in view of, notably, the value and/or any covetousness they may cause, as well as any dangerous or fragile aspect. The obligation to provide information is also applicable to the declaration of the verified gross mass of a container pursuant to the SOLAS Convention. Moreover, the instructing party formally undertakes not to provide the T.L.O. with any illegal or prohibited goods (e.g. counterfeit goods, drugs, etc.). The instructing party shall be solely liable, with no right of redress against the T.L.O., for any consequences resulting from erroneous, incomplete, unenforceable or delayed declarations or documents, including but not limited to the information needed for the provision of any declaration required by customs regulations, notably for the transportation of goods shipped from third countries.
6.4 – Reservations:
In the event of loss, or any other damage suffered by the goods, or in the event of delay, it is the responsibility of the consignee or receiver to make routine and sufficient observations, to make substantiated reservations and, in general, to carry out all acts relevant to the rights of legal recourse and to confirm the said reservations in the legal forms and within the legal time limits, failing which no action may be taken against the T.L.O. or its substitutes.
6.5 – Refusal or non-performance of the consignee:
In the event of rejection of the goods by the consignee, as well as in the event of the consignee’s default for any reason whatsoever, all initial and additional costs due and incurred regarding the goods shall remain the responsibility of the instructing party.
6.6 – Customs formalities:
If customs procedures need to be completed, the instructing party undertakes to indemnify the customs representative against all financial consequences resulting from erroneous instructions, inapplicable documents, etc., which generally lead to the payment of additional duties and/or taxes, the blocking or seizure of the goods, fines, etc. by the administration concerned.
In the event of the customs clearance of goods benefiting from a preferential regime concluded or granted by the European Union, the instructing party guarantees that it has taken all necessary steps within the meaning of the customs regulations to ensure that all the conditions for the application of the preferential regime have been met.
The instructing party shall provide the T.L.O., at its request, and within the prescribed timeframe, with any information requested in relation to customs regulations requirements. The instructing party shall be liable for any harmful consequences arising from the failure to provide the relevant information within the prescribed time frame, such as delays, extra costs, damages, etc. However, the instructing party shall be solely liable for meeting goods quality and / or technical standardisation rules, and shall provide the T.L.O. will any documents (tests, certificates, etc.) required by regulations for the circulation of goods. The T.L.O. shall not be liable for the goods failure to comply with the said quality or technical standardisation rules. The customs representative shall clear the goods in direct representation mode, in accordance with Article 18 of the Union Customs Code.
6.7 – Payment on Delivery
The stipulation of a payment on delivery shall not be equivalent to a statement of value and shall thus not modify the rules of compensation for loss or damages as defined under Article 8 below.
Article 7- DELIVERY TIMES
No compensation for late delivery shall be due if no imperative date has been expressly requested by the instructing party and accepted by the T.L.O. In this case, compensation may only be awarded if a formal notice to deliver has been sent to the T.L.O. by the client by registered letter with acknowledgement of receipt.
Article 8- LIABILITY
In the event of proven damage attributable to the T.L.O., the T.L.O. shall only be liable for damages which could have been foreseen when the contract was concluded and which only include what is an immediate and direct consequence of the non-performance within the meaning of articles 1231-3 and 1231-4 of the Civil Code.
These damages are strictly limited in accordance with the amounts set out below. These indemnity limitations indicated below constitute the consideration for the liability incurred by the T.L.O.
8.1 Liability for substituted parties:
The liability of the T.L.O is strictly limited to that incurred by the substituted parties within the framework of the operation with which it has been entrusted.
When the compensation thresholds of substituted parties or intermediaries are unknown, non-existent, or do not result from mandatory or statutory provisions, they are deemed to be identical to those of the T.L.O.
8.2 Personal liability of the T.L.O.:
8.2.1 – Loss and damages:
Where the T.L.O.’s personal liability is incurred, whatever the reason and in whatever capacity, it shall be strictly limited, for damages to goods attributable to losses and damages during the operation, and any consequences resulting thereof, to €20 per kilogram of gross weight of missing or damaged goods, without exceeding, regardless of the weight, volume, sizes, nature or value of the respective goods, an amount exceeding the product of the gross weight of the goods expressed in tons multiplied by €5,000, with a maximum amount of €60,000 per event.
8.2.2 Other damages
For all other damages, including the case of a duly noted delay in delivery, in the event that the T.L.O. is personally liable, the compensation due by the T.L.O. is strictly limited to the price of transport of the goods (excluding duties, taxes and miscellaneous costs) or to the price of the service that caused the damage, which is the purpose of the contract. This compensation shall not exceed that due in the event of loss or damage to the goods.
8.2.3 Customs liabilities
The liability of the T.L.O. for any customs and indirect taxation operations, whether undertaken by the T.L.O. or its sub-contractors, shall not exceed a total of €5,000 per customs declaration, without exceeding €50,000 per year of adjustment and, in all instances, €100,000 per adjustment notification.
All quotations given, all specific prices provided, as well as general price lists are established and/or published with regard to the above limitations of liability (8.1 and 8.2).
8.4 Declaration or value or insurance:
The instructing party always has the option of subscribing to a declaration of value which, when set by it and accepted by the TLO, has the effect of substituting the amount of this declaration for the maximum compensation limits indicated above (Articles 8.1 and 8.2.1). This declaration of value will result in a surcharge. The instructing party may also instruct the T.L.O., in accordance with Article 4 (Insurance of goods), to take out insurance on its behalf, in return for the payment of the corresponding premium, specifying the risks to be covered and the values to be guaranteed.
The instructions (declaration of value or insurance) must be renewed for each operation.
8.5 – Special Interest in Delivery:
The instructing party always has the option of making a declaration of special interest in the delivery, which, when set by it and accepted by the T.L.O., has the effect, in the event of delay, of substituting the amount of this declaration for the maximum compensation limits indicated above (Articles 8.1 and 8.2.2). This declaration will result in a surcharge. The instructions must be renewed for each transaction.
Article 9- SPECIAL TRANSPORT
For special transport (under controlled temperature, transport of goods subject to special regulations, in particular the transport of dangerous goods, etc.), the T.L.O. provides the shipper with suitable equipment under the conditions previously defined by the instructing party, who is responsible for the choice of this equipment.
Article 10 – PAYMENT TERMS
10.1 – All our invoices are payable ON RECEIPT OF THE INVOICE, WITHOUT DISCOUNT, at the place of issuance, and in all events, in accordance with the mandatory provisions of Article L. 441-6, paragraph 7, of the French Commercial Code, within a period that may not exceed 30 days from the date of issue. The instructing party is always liable for payment. In accordance with Article 1344 of the Civil Code, the debtor is deemed to have been given formal notice to pay by the mere due date of the obligation.
10.2 – The unilateral offsetting of the alleged damages against the price of the services due is prohibited.
10.3 – Any delay in payment shall automatically result in late payment interest becoming payable on the day following the payment date shown on the invoice, at an amount equivalent to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation with an increase of ten percentage points and set in accordance with the terms and conditions defined in Article L.441-6. Paragraph 12 of the French Commercial Code, as well as a lump-sum indemnity for recovery costs of
€40 in accordance with Article D.441-5 of the French Commercial Code, without prejudice to any compensation, under the conditions of common law, for any other prejudice resulting directly from this delay.
Any delay in payment shall result in, without formalities, forfeiture of the due date of any other debt held by the TLO, which shall become immediately payable even in the event of acceptance of bills of exchange.
10.4 – Any partial payment shall be charged in the first instance to the subordinate part of the debt.
Article 11 – CONTRACTUAL RIGHT OF RETENTION AND LIEN
Regardless of the capacity in which the T.L.O. intervenes, the client expressly grants it a contractual right of retention, opposable to all, and a contractual right of lien on all goods, assets and documents in the T.L.O.’s possession, as security for all debts (invoices, interest, costs incurred, etc.) that the T.L.O. holds against it, even prior to or unrelated to the operations carried out with regard to the said goods, assets and documents which are effectively in the T.L.O.’s possession. The customs agent benefits from the same contractual right of lien as the TLO.
Article 12 – DURATION – TERMINATION
12.1 In the event that a contract is concluded between the client and the O.T.L. for an indefinite period, this contract may be terminated at the discretion of either party, subject to the following notice periods:
– One (1) month when the duration of the business relationship is less than or equal to six (6) months;
– Two (2) months when the duration of the business relationship is more than six (6) months and less than or equal to one (1) year;
– Three (3) months when the duration of the business relationship is more than one (1) year and less than or equal to three (3) years ;
– Four (4) months when the duration of the business relationship is more than three (3) years, to which one (1) week per full year of business relationship will be added, without exceeding a maximum duration of six (6) months
12.2 – During the notice period, the parties undertake to maintain the economics of the contract.
12.3 – In the event of serious or repeated breaches of its commitments and obligations by either of the parties, the other party is required to send substantiated formal notice to the party in breach by registered letter with acknowledgement of receipt. If the formal notice remains unanswered within a period of one month, during which the parties may attempt to reach an agreement, the contract may be terminated definitively, without notice or compensation, by registered letter with acknowledgement of receipt confirming the failure of the negotiation process.
Article 13 – PRESCRIPTION
Any claims to which the contract concluded between the parties may give rise shall expire one year from the date of performance of the said contract and, in matters relating to duties and taxes recovered a posteriori, from the date of notification of the recovery.
Article 14 -APPLICABLE LAW AND COMPETENT JURISDICTION
The present conditions are governed by French law.
In the event of litigation or dispute, exclusive jurisdiction is attributed to the Commercial Court of Paris, even in the event of multiple defendants or warranty proceedings.