|General Terms and Conditions of Sale
Governing operations performed by transport and/or logistics operators
Article 1 - PURPOSE AND SCOPE
The purpose of these terms and conditions is to define the conditions of performance by a “Transport and/or logistics operator" acting in any capacity whatsoever (forwarding agent, storage operator, agent, handler, customs or other broker, transit agent, carrier, etc.), of activities and services relating to the physical carriage of shipments and/or the management of flows of goods, either packed or not, of any kind, from any source, for any destinations, in return for a freely agreed price that ensures fair remuneration of the services provided both domestically and internationally. Any commitment or operation whatsoever with the “Transport and/or logistics operator"? shall be deemed to constitute unconditional agreement by the principal to the terms and conditions set forth below. These terms and conditions shall govern relations between the principal and the “Transport and/or logistics operator", irrespective of the means of transport used.
The “Transport and/or logistics operator" shall perform the requested services under the terms and conditions provided for, particularly in Article 7. No particular condition or any other general conditions established by the principal shall prevail over these terms and conditions, except where formally agreed by the “Transport and/or logistics operator".
Article 2 - DEFINITIONS
In the meaning of these General Terms and Conditions, the terms below are defined as follows:
2-1. - PRINCIPAL
Principal shall be deemed to mean the party that contracts the service with the “Transport and/or logistics operator, or even with the Customs broker.
2-2. - TRANSPORT AND/OR LOGISTICS OPERATOR
“Transport and/or logistics operator", hereinafter referred to as TLO, shall be deemed to mean the party (forwarding agent, agent, logistics service provider, transit agent, main carrier, etc.) that enters into a transport agreement with a carrier to which it assigns performance of all or part of the transport operation and/or that enters into a logistics services contract with a subcontractor, when it does not perform said services itself.
2-2.1. - FORWARDING AGENT
“Forwarding agent", also called Transport Organiser, shall be deemed to mean any service provider that organises and has a third party perform, under its responsibility and in its own name, transport of goods pursuant to the modes and means of its choice for the account of a principal in accordance with the provisions of Article L 132-1 of the French Code of Commerce.
2-2.2. - LOGISTICS OPERATOR
“Logistics operator" shall be deemed to mean any service provider that organises, performs or has a third party perform, under its responsibility and in its own name, any operation designed to manage physical flows of goods, documents and/or information pertaining thereto in accordance with the provisions of Article L 132-1 of the French Code of Commerce.
2-2.3. - MAIN CARRIER PRINCIPAL
“Main carrier" shall be deemed to mean the carrier that is bound by the initial transport agreement made with a principal or forwarding agent and which assigns all or part of the performance thereof, under its responsibility, to another carrier.
2-3. - ACCREDITED CUSTOMS BROKER
“Accredited customs broker" shall be deemed to mean the accredited service provider that completes directly in the name and for the account of a principal (direct representation), or indirectly in its name and for the account of a principal (indirect representation), customs formalities and which intervenes, if necessary, to resolve difficulties that may arise.
Direct representation is governed by contract rules and indirect representation by commissioning rules.
2-4. - PARCEL
“Parcel" shall be deemed to mean one object or set of objects comprising one material item, irrespective of weight, size and volume, constituting a unit load upon remittance for transport (vat, cage, crate, carton, container, bundle, pallet strapped or stretch-wrapped by the principal, roll, etc.) and packaged by the consignor before acceptance, even if the contents are itemised in the transport document.
2-5. - SHIPMENT
Shipment shall be deemed to mean the quantity of goods, including packaging and load support, effectively made available, at the same time, to the “Transport and/or logistics operator and for which the same principal has requested the carriage for the same consignee from one single loading location to one single unloading location in accordance with the same transport document.
Article 3 - PRICES OF SERVICES
Prices shall be calculated on the basis of the information provided by the principal, taking into account in particular the services to be performed and the nature, weight, and volume of the goods to be transported and the itineraries to be used. Price quotations shall be drawn up in line with the currency rates at the time when said price quotations are given. They shall also depend on the terms and conditions and tariffs of the subcontractors, and on the laws, regulations and international conventions in force. Should one or more of these basic elements be modified after the price quotation has been transmitted, including by the subcontractors of the TLO and enforceable against the latter and provided proof thereof is provided by it, the prices initially given shall be modified under the same terms and conditions. The same shall apply if an unforeseen event, irrespective of its nature, leading in particular to a modification of one of the elements of the service, were to occur. Prices shall not include duties, fees, charges and taxes due in application of any regulation and in particular tax or customs regulations (such as excise duties, import duties, etc.).
Article 4 - GOODS INSURANCE
No insurance shall be taken out by the TLO unless ordered to do so in writing by the principal and repeated for each shipment, indicating the risks and values to be covered.If such an order is given, the TLO, acting on behalf of the principal, shall take out an insurance policy with an insurance company that is reputedly solvent at the time of coverage. Unless expressly specified otherwise, only common risks (excluding risk of war and strike action) shall be insured. Acting in this particular case as an authorised agent, the TLO cannot under any circumstances be considered as the insurer. The terms and conditions of the policy shall be deemed to be known and approved by the consignors and the consignees who shall bear the cost thereof. If necessary an insurance certificate shall be issued.
Article 5 - PERFORMANCE OF SERVICES
Departure and arrival dates, which may have been indicated by the TLO, are given for information only. The principal shall be obliged to give the necessary and specific instructions to the TLO in good time for the performance of the transport services and ancillary and/or logistics services. The TLO shall not be required to verify the documents (commercial invoice, packing slip, etc.) provided by the principal. Any specific instructions relating to delivery (cash on delivery, etc.) must be specified in writing and repeated for each shipment and be expressly agreed by the TLO. In all events, such delivery instructions are merely secondary to the main transport and/or logistics service.
Article 6 - OBLIGATIONS OF THE PRINCIPAL
The goods must be packaged, wrapped, marked or countermarked in such a way as to withstand a transport and/or storage operation performed in normal conditions, including the successive handling that necessarily occurs during these operations. They shall not constitute a danger for driving or handling personnel, the environment, the safety of transport equipment, the other goods being transported or stored, vehicles or third parties. Should the principal entrust the TLO with goods that contravene the aforementioned provisions, such goods shall travel at the risk and peril of the principal and the TLO shall be fully discharged of any liability in this respect.
Clear labelling must be placed on each parcel, object or load support to enable immediate and unequivocal identification of the consignor, consignee, delivery location and the nature of the goods. The wording on the labels must correspond to the information given in the transport document.
The principal shall be liable for all consequences of a lacking, insufficiency or defect in the packaging, wrapping, marking or labelling, as well as any failure to comply with the obligation to inform and declare the nature and characteristics of the goods, e.g. hazardous goods.
The principal shall be solely liable for any consequences whatsoever resulting from erroneous, incomplete, inapplicable or late declarations or documents.
EIn the event of loss, defect or any other damage sustained by the goods, or in the event of delay, the consignee or receiving party shall be responsible for drawing up regular and sufficient factual reports, issuing justified reservations and in general carrying out all required procedures to preserve the right to take legal action and to confirm said reservations in due form and within the prescribed legal deadlines, failing which no legal proceedings for liability may be brought against the TLO or its subcontractors.
Refusal or default of the consignee
Should the consignee refuse the goods or should it default for any reason whatsoever, the principal shall pay for all the initial and additional expenses owed and incurred pertaining to the goods.
If customs formalities must be performed, the principal shall hold the customs broker harmless from all financial consequences resulting from erroneous instructions, inapplicable documents, etc. which may, in a general manner, entail the payment of duties and/or additional taxes, fines, etc. to the relevant administration.
Article 7 - LIABILITY
7.1. - Liability due to subcontractors
The liability of the TLO is limited to the liability incurred by subcontractors within the scope of the operation assigned to it. When the liability limitations of the intermediaries or subcontractors are unknown or do not result from mandatory or legal provisions, they shall be deemed to be identical to those of the TLO.
7.2 - Personal liability of the Transport and/or logistics operator (the TLO) (l’O.T.L)
The liability limitations shown below provide consideration for the liability assumed by the TLO
7.2.1. - Losses and damage
In the event that the TLO is held personally liable, for any cause and on any grounds whatsoever, it shall be strictly limited:
a) for all loss and damage to the goods or consequential thereto attributable to the transport operation, to the limits of indemnity determined by the current legal or regulatory provisions applicable to the mode of transport in question.
b) in any event when damage to the goods or consequential thereto is not attributable to the transport operation, to 14 euros per kilogram of gross weight of lost or damaged goods without exceeding, irrespective of the weight, volume, dimensions, nature or value of the goods involved, a sum greater than the product of the gross weight of the goods expressed in tons multiplied by 2,300 euros with a maximum of 50,000 euros per occurrence.
7.2.2. - Other damage
For all other damage and in particular damage caused by a delay in delivery duly recorded under the conditions defined below, the personal liability of the TLO shall be strictly limited to indemnity equal to the price of transporting the contracted goods (exclusive of duties, taxes and various expenses). Under no circumstances shall this indemnity exceed the amount due in the event of loss of or damage to the goods.
For all damage resulting from a shortfall in the performance of the contracted logistics service, the personal liability of the TLO shall be strictly limited to the price of the service causing damage without exceeding a maximum of 50,000 euros per occurrence.
7.3 - Quotations
All quotations are given, one-off price proposals made, and general rates prepared and/or published taking the aforementioned limits of liability into account (7.1 and 7.2.).
7.4 - Value declaration or insurance
The principal shall always have the option of subscribing to a value declaration which, being determined by it and accepted by the TLO, shall replace the aforementioned limits of indemnity (Articles 7.1. and 7.2.1) with the amount thereof. This value declaration shall lead to a surcharge. Pursuant to Article 4, the principal shall also be able to instruct the TLO to take out insurance on its behalf, providing the corresponding premium is paid, indicating the risks and values to be covered. The instructions (value declaration or insurance) must be renewed for each operation.
7.5 - Special interest in delivery
The principal shall always have the option of making a declaration of special interest in delivery which, being determined by it and accepted by the TLO, shall replace the aforementioned limits of indemnity (Articles 7.1. and 7.2.2) with the amount thereof. This declaration shall lead to a surcharge.The instructions must be renewed for each operation.
Article 8 - SPECIAL TRANSPORTS
Concerning special transports (transport in tankers, transport of indivisible items, transport of perishable goods at controlled temperature, transport of live animals, transport of vehicles, transport of goods which are governed by special regulations, in particular the transport of hazardous goods, etc.), the TLO shall provide the consignor with equipment that is adapted to the conditions previously defined by the principal.
Article 9 - PAYMENT TERMS
The services shall be paid upon receipt of the invoice, without any discount, at the place where the invoice was issued. The principal shall always be liable for their payment. Unauthorised deduction of the alleged amount of damage from the price of the services owed is forbidden. Should exceptional payment deadlines be granted, any partial payment shall first of all be credited to the unsecured part of the debt. Non-payment of one single instalment shall result, without any further formalities, in the balance becoming immediately due even if bills of exchange are accepted. Penalties shall be automatically charged should any of the sums owed be paid after the payment date indicated on the invoice. These penalties shall be equivalent to one and a half times the legal interest rate in accordance with the provisions of Article L 441-6 of the French Code of Commerce.
Article 10 - CONTRACTUAL RIGHT OF PLEDGE
Irrespective of the capacity of the TLO in the service provided, the principal expressly acknowledges that it has a contractual right of pledge providing a general and permanent right of lien and priority on all goods, values and titles in the transport operator’s possession by way of guarantee for the total amount of the debts (invoices, interest, expenses incurred, etc.) owed to the TLO, including debts prior to or outside of the operations performed in relation to the goods, values and titles held by the operator. The customs broker enjoys the same contractual right of pledge as the TLO.
Article 11 - TIME BAR
The right to institute legal proceedings pursuant to the contract signed between the parties shall lapse one year after the date on which said contract was performed.
Article 12 - VOIDANCE - NULLITY
Should any provision whatsoever of these General Terms and Conditions of Sale be declared void or null, all the other provisions shall remain enforceable.
Article 13 - GOVERNING LAW AND JURISDICTION CLAUSE
In the event of disputes or lawsuits, only the Commercial Court of Meaux has jurisdiction even in the case of multiple defendants or third-party actions.