ARTICLE 1 – PURPOSE AND SCOPE
The purpose of these terms is to set forth the terms of performance by a “Transport and/or Logistics Operator”, in any capacity (freight forwarder, warehouse keeper, agent, handler, accredited or non-accredited customs broker, forwarding agent, carrier, etc.), of services and activities pertaining to the physical movement of shipments and/or to the management of flows of goods, whether packed or not, of all kinds, of all origins, to all destinations, in exchange for a freely agreed price ensuring fair compensation for the services performed, both domestically and internationally.
Any undertaking or transaction with “the Transport and/or Logistics Operator” constitutes unreserved acceptance by the instructing party of the terms set forth below.
Whatever the carriage method used, these terms shall govern the relationship between the instructing party and “the Transport and/or Logistics Operator”.
“The Transport and/or Logistics Operator” performs the requested services according to the terms specified, inter alia, in Article 7 below.
No specific term or other general term of the instructing party shall prevail over these terms, unless as otherwise formally accepted by the “Transport and/or Logistics Operator”.
ARTICLE 2 – DEFINITIONS
2-1. INSTRUCTING PARTY
Instructing party shall mean the party ordering the service from the Transport and/or Logistics Operator, or from the Customs Broker.
2-2. TRANSPORT AND/OR LOGISTICS OPERATOR
“Transport and/or Logistics Operator”, hereinafter referred to as the T.L.O, shall mean the party (freight forwarder, agent, logistics contractor, forwarding agent, primary carrier, etc.) who concludes a contract of carriage with a carrier to whom it entrusts execution of all or part of the carriage operation and/or who concludes a contract for logistics services with a substituted party when the T.L.O itself does not perform said services.
2-2.1. FREIGHT FORWARDER
“Freight Forwarder”, also referred to as “Transport Organiser”, shall mean any service provider who organises and ensures execution, under its responsibility and own name, in compliance with the provisions of Article L132-1 of the French Code of Commerce, carriage of goods according to the methods and means of its choice on an instructing party’s behalf.
2-2.2. LOGISTICS OPERATOR
“Logistics Operator” shall mean any service provider who organises, executes or ensures execution of, under its responsibility and own name, in compliance with the provisions in Article L 132-1 of the French Code of Commerce, any operation intended to manage physical flows of goods, as well as flows of relating documents and/or information.
2-2.3. PRIMARY CARRIER
“Primary Carrier” shall mean the carrier bound by the initial contract of carriage concluded with an instructing party or freight forwarder and who entrusts all or part of this contract’s execution, under its responsibility, to another carrier.
2-3. ACCREDITED CUSTOMS BROKER
“Accredited Customs Broker” shall mean the accredited service provider who undertakes customs formalities directly in the name and on the behalf of an instructing party (direct representation), or indirectly in its own name and on the behalf of an instructing party (indirect representation) and who intervenes, if required, to address any difficulties that may arise.
Direct representation is governed by the rules of the mandate and indirect representation by the rules of the commission.
Parcel shall mean an item or set of materials made up of several items, whatever the weight, size and volume thereof, making up a unit load upon delivery for transport (bin, cage, crate, carton, container, burden, pallet circled or film-wrapped by the instructing party, roll, etc.), packed by the sender before pick-up even if the contents are detailed in the shipping document.
Shipment shall mean the quantity of goods, packages and load support effectively provided, at the same time, to the Transport and/or Logistics Operator and whose displacement is requested by one single instructing party towards one single consignee from a single place of loading to a single place of unloading and reproduced in one single document.
ARTICLE 3 – PRICE OF THE SERVICES
Prices are calculated on the basis of the information provided by the instructing party, considering, inter alia, the services to be provided, the nature, the weight, and the volume of the goods to be carried and routes to be used. Quotations are prepared based on currency rates at the time when said quotations are given.. They are also based on the terms and prices of substituted parties and on applicable laws, regulations and international conventions in effect. Should one or more of the above base items be modified after the quotation is provided, including by the T.L.O’s substituted parties, prices given initially shall be changed on the same terms.
The same shall apply for any unforeseen event, whatever it may be, leading to a change in any part of the service. Prices do not include duties, taxes, fees and taxation owed in pursuance of any tax or customs or other regulations (such as excise, entry duties, etc.).
ARTICLE 4 – GOODS INSURANCE
No insurance is taken out by the T.L.O without a written and repeated order by the instructing party for each shipment, indicating risks to be covered and values to be insured.
If such an order is given, the T.L.O, acting on behalf of the instructing party, shall take out insurance with an insurance company that is creditworthy at the time of coverage.
Failing specific indicators, only ordinary risks (apart from war and strike risks) shall be covered.
As it acts, in this specific case, as an agent, the T.L.O shall not be considered as an insurer. The terms of the policy are deemed known and approved by the senders and consignees, who shall bear the cost thereof. An insurance certificate shall be issued, on request.
ARTICLE 5 – PERFORMANCE OF THE SERVICES
Departure and arrival dates possibly provided by the T.L.O are given for informational purposes only. The instructing party shall give, in due time, all necessary and accurate instructions to the T.L.O for the performance of the transport services and of related services and/or logistics services. It is not within the T.L.O’s duty to check the documents (commercial invoice, packing note, etc.) provided by the instructing party. All delivery-specific instructions (cash on delivery, etc.) shall be provided in a written and repeated order for each shipment and formally accepted by the T.L.O. At any rate, such an order constitutes an accessory of the main carriage service and/or of the logistics service.
ARTICLE 6 – INSTRUCTING PARTY’S OBLIGATIONS
The goods should be packed, packaged, marked or countermarked so as to withstand transport and/or storage performed in normal conditions, as well as successive handling, which necessarily occur during the sequence of such operations. They should not constitute a hazard to driving or handling personnel, the environment, transport vehicle safety, other carried or stored goods, vehicles or third parties.
Should the instructing party entrust the T.L.O with goods in breach of the above provisions, it shall be solely responsible, with no claim against the T.L.O for any damage they may cause.
On each parcel, item or load support, clear labelling should be provided to allow immediate and clear identification of the sender, of the consignee, of the place of delivery and of the nature of the goods. The statements on the labels should match those shown on the shipping document.
The instructing party shall be responsible for all consequences of any failure, insufficiency or defect of packing, marking or labelling, as well as any failure to perform the duty of information and declaration regarding the specific nature and the specificity of the goods, for example when hazardous goods are concerned.
The instructing party shall bear alone, with no claim against the T.L.O, any consequences of erroneous, incomplete, unenforceable or belated declarations or documents.
In the event of any loss or damage sustained by the goods, or of any delay, the consignee or receiver is responsible for making regular and adequate inspections, expressing motivated reserves and generally carrying out any action useful for the protection of claims and for confirming said reserves in legal forms and timeframes, failing which no claim may be exercised against the T.L.O or its substituted parties.
Refusal or failure by the consignee:
In the event the goods are refused by the consignee, and in the event of the latter’s failure for any reason, all initial and additional costs owed and incurred in connection with the goods shall be borne by the instructing party.
If customs transactions need to be completed, the instructing party shall hold the customs agent harmless against any financial consequences arising from erroneous instructions, unusable documents, etc. generally leading to the payment of additional duties and/or taxes, fines, etc. to the respective public authorities.
Article 7 – LIABILITY
The liability of the T.L.O for all carriage operations, in the meaning of Article 1, is limited to the liability incurred by the carriers used and agents and/or substituted parties in the framework of the transaction entrusted to them.
The T.L.O cannot be held liable if the carrier can disclaim its own personal liability in the event of either failure or damage incurred during direct or indirect transhipment of goods from one means of carriage to any other means, whether
land, sea, river or air.
In all cases where the T.L.O’s personal liability is incurred, for any reason and in any capacity, it shall be strictly limited to damages to the goods involved in the transport as a result of losses and damages, excluding all other damages and/or interest, without exceeding the amount provided for by international conventions and any laws, fees or regulations applicable to the shipment in question, or failing that and in any event, 23 euros per kilo with a maximum 686 euros per lost, damaged or stolen parcel, whatever the weight, volume, sizes or nature of the respective goods, and 0.03 euros per kilo for goods shipped in bulk, with a maximum 7,623 euros per shipment.
In the event of delay, the compensation owed by the Transport and/or Logistics Operator for damages proven to have resulted therefrom, cannot exceed the compensation due in the event of total loss of goods nor exceed the price of carriage, whichever is lowest.
All quotations are established based on the above-mentioned liability limitations. When the sender entrusts goods whose value exceeds the limits specified above, it is the instructing party’s responsibility to give orders for their insurance or assume the carriage risks for this excess value.
By either making a value declaration which, when set by the sender and accepted by the T.L.O, will raise the limits of liability for loss or damage to the amount of the insured value. Such a declaration of value shall result in an extra price.
Or by giving instructions to the T.L.O to insure carriage risks. Such instructions should be renewed for each transaction.
In no case may the compensation to be awarded exceed, in the above-mentioned limits, the justified real value of the goods.
ARTICLE 8 – SPECIAL TRANSPORT
For special carriage (transport in tanks, transport of indivisible items, transport of perishable goods at controlled temperature, transport of live animals, transport of vehicles, transport of goods subjected to special regulations, including transport of hazardous goods, etc.), the T.L.O provides the sender with suitable equipment as defined by the instructing party in advance.
ARTICLE 9 – PAYMENT TERMS
The services shall be payable cash on receipt of invoice, with no discount, in the invoice issuing place. The instructing party always guarantees the settlement thereof.
No unilateral offsetting of alleged loss amounts to the price of the services is allowed.
If payment terms are exceptionally granted, any partial payment shall be applied first to the unsecured portion of the receivables. The non-payment of a single instalment will result, without formalities of term maturity, in the balance becoming immediately due, even in the case of acceptance of a bill of exchange. Any late payment shall automatically result, on the day following the settlement date shown in the invoice, in the payability of late payment interests equivalent to the amount resulting from the application of a rate equal 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 POSSESSORY LIEN
Whatever the capacity in which the T.L.O acts, the instructing party formally acknowledges its contractual surety right including a possessory lien and general and permanent preferential right on all the goods, valuables and documents held by the carriage operator, to guarantee all claims debts (invoice, interests, incurred costs, etc.) that the T.L.O has against it, even those previous or foreign to the transactions completed with the goods, valuables and documents effective held by it.
The customs broker has the same contractual surety right as the T.L.O.
ARTICLE 11 – PRESCRIPTION PERIOD
All claims arising from the contract entered into by the parties shall be time barred within one year after the performance of the disputed contract.
ARTICLE 12 – CANCELLATION – INVALIDITY
Should any of the provisions of these General Terms of Sale be found invalid or cancelled, all other provisions shall remain in full force and effect.