UNION DES ENTREPRISES
DE TRANSPORT ET LOGISTIQUE DE France
General Terms and Conditions of Sale
governing operations carried out by transport and/or logistics operators
Article 1 - PURPOSE AND SCOPE OF APPLICATION
The purpose of these terms and conditions is to define the terms and conditions of performance by a "Transport and/or Logistics Operator", hereinafter referred to as the TLO, in any capacity whatsoever (airfreight agent, shipping agent, freight forwarder, freight broker, warehouseman, agent, handler, customs broker, freight forwarder, carrier, etc.), of activities and services relating to the physical movement of consignments and/or the management of the flow of goods, whether packaged or not, of any kind, from any source, to any destination, at a price freely agreed to ensure fair remuneration for the services rendered, both domestically and internationally.
Any commitment or transaction whatsoever with the "Transport and/or Logistics Operator" implies unreserved acceptance by the customer of the conditions defined below.
Regardless of the transport technique used, these conditions govern the relationship between the customer and the "Transport and/or Logistics Operator".
The "transport and/or logistics operator" provides the services requested under the conditions set out in article 7 below.
No special conditions or other general conditions emanating from the customer may, unless formally accepted by the "Transport and/or Logistics Operator", take precedence over the present conditions.
Article 2 - DEFINITIONS
For the purposes of these General Terms and Conditions, the following terms are defined as follows:
2-1. - PRINCIPAL :
The principal is the party who contracts the service with the Transport and/or Logistics Operator, or even with the Customs Broker.
2-2. - PACKAGES :
A package is defined as an object or a set of objects, whatever their weight, dimensions or volume, constituting a unit load when handed over for transport (bin, cage, crate, canteen, cardboard box, container, envelope, bundle, drum, package, strapped or shrink-wrapped pallet, roll, bag, suitcase, etc.), packaged by the shipper before acceptance, even if the contents are detailed in the transport document.
A shipment is defined as the quantity of goods, including packaging and load carriers, effectively made available to the transport and/or logistics operator at the same time, and whose movement is requested by the same principal for the same consignee from a single loading point to a single unloading point and listed on the same document.
Article 3 - SERVICE PRICES
3.1 - Prices are calculated on the basis of information supplied by the customer, taking into account in particular the services to be performed, the nature, weight and volume of the goods to be transported and the routes to be taken. Quotations are based on currency rates at the time the quotation is given. They are also based on the conditions and tariffs of substitutes, as well as applicable laws, regulations and international conventions. Should one or more of these basic elements be modified after the quotation has been issued, including by the TLO's substitutes, in a manner enforceable against the latter, and upon proof provided by the latter, the prices originally quoted will be modified under the same conditions. The same shall apply in the event of an unforeseen event of any kind, leading in particular to a change in one of the elements of the service. This includes the price of fuel, whose variation must be taken into account in accordance with the provisions of articles L. 3222-1 and L. 3222-2 of the French Transport Code.
3.2. - Prices do not include duties, taxes, fees and levies due in application of any fiscal or customs regulations (such as excise duties, import duties, etc.).
3.3. - Prices initially agreed are renegotiated at least once a year on the anniversary date of the contract. They are also revised in the event of significant variations in the TLO's costs, most of which are due to conditions external to the TLO, such as the price of fuel as mentioned in the previous paragraph (3.1.). If the parties are unable to agree on new pricing conditions, either of them may terminate the contract under the conditions defined in article 12 below.
Article 4 - GOODS INSURANCE
No insurance is taken out by the TLO without a written and repeated order from the client for each shipment, specifying the risks to be covered and the values to be guaranteed.
If such an order is given, the TLO, acting on behalf of the client, will take out insurance with an insurance company known to be solvent at the time of cover. In the absence of precise specification, only ordinary risks (excluding war and strike risks) will be insured.
In this specific case, the TLO acts as an agent and cannot be considered as an insurer under any circumstances. The conditions of the policy are deemed to be known and accepted by the shippers and consignees, who bear the cost. A certificate of insurance will be issued if requested.
Article 5 - PERFORMANCE OF SERVICES
Any departure and arrival dates provided by the TLO are purely indicative. The customer is obliged to give the TLO the necessary and precise instructions in good time for the performance of transport services and ancillary and/or logistical services. The TLO is not obliged to check the documents (commercial invoice, packing note, etc.) supplied by the customer. Any specific delivery instructions (cash on delivery, etc.) must be the subject of a written order, repeated for each shipment, and expressly accepted by the TLO. In any event, such an order constitutes an accessory to the main transport and/or logistics service.
Article 6 - OBLIGATIONS OF THE PRINCIPAL
6.1. - Packaging and labelling :
6.1.1. - Packaging :
Goods must be conditioned, packaged, marked or countermarked in such a way as to withstand transport and/or storage operations carried out under normal conditions, as well as the successive handling operations which necessarily take place during the course of these operations.
It must not constitute a cause of danger for driving or handling personnel, the environment, the safety of transport equipment, other goods transported or stored, vehicles or third parties.
The customer is solely responsible for the choice of packaging and its suitability for transport and handling.
In the event that the customer entrusts the TLO with goods that contravene the aforementioned provisions, the customer shall be held solely liable, without recourse against the TLO, for any damage of any kind that such goods may cause.
6.1.2 - Labelling :
Each package, object or load carrier must be clearly labelled to enable immediate and unequivocal identification of the sender, recipient, place of delivery and nature of the goods. The information on the labels must correspond to that on the transport document.
6.1.3. - Liability :
The customer is liable for all consequences of missing, insufficient or defective packaging, wrapping, marking or labeling.
6.2. - Sealing :
Full trucks, semi-trailers, swap bodies and containers must be sealed by the loader or his representative once loading operations have been completed.
6.3. - Reporting obligations :
The customer is responsible for all the consequences of failing to inform and declare the exact nature and specificity of the goods, when the latter require special provisions, particularly in view of their value and/or the covetousness they are likely to arouse, their dangerousness or their fragility. Furthermore, the customer expressly undertakes not to hand over to the TLO any illegal or prohibited goods (e.g. counterfeit goods, narcotics, etc.).
The customer alone shall bear, without recourse against the TLO, the consequences, whatever they may be, resulting from erroneous, incomplete, inapplicable or late declarations or documents, including the information necessary for the transmission of any summary declaration required by customs regulations, in particular for the transport of goods from third countries.
6.4. - Reserves :
In the event of loss, damage or any other damage suffered by the goods, or in the event of delay, it is the responsibility of the consignee or the receiver to make regular and sufficient observations, to make reasoned reservations and in general to carry out all acts useful for the preservation of recourse and to confirm said reservations in the legal forms and time limits, failing which no action may be brought against the TLO or its substitutes.
6.5 - Refusal or default by the recipient :
In the event of rejection of the goods by the consignee, as well as in the event of default by the consignee for any reason whatsoever, all initial and additional costs due and incurred on behalf of the goods will remain the responsibility of the principal.
6.6. - Customs formalities :
If customs operations have to be carried out, the customer guarantees the customs agent against all financial consequences arising from erroneous instructions, inapplicable documents, etc., generally leading to the payment of additional duties and/or taxes, fines, etc., by the administration concerned.
In the event of customs clearance of goods benefiting from a preferential regime concluded or granted by the European Union, the principal guarantees to have taken all the necessary steps within the meaning of the provisions of the Community Customs Code to ensure that all the conditions for processing under the preferential regime have been met.
At the TLO's request, the customer must provide the latter, within the required timeframe, with any information requested under customs regulations. Failure to provide such information within this time limit shall render the customer liable for all prejudicial consequences of such failure, including delays, additional costs, damage, etc.
However, since the quality and/or technical standardization of goods is the sole responsibility of the client, it is the client's responsibility to provide the TLO with all documents (tests, certificates, etc.) required by regulations for their circulation. The TLO accepts no liability for the non-conformity of goods with the said quality or technical standardization rules.
The authorized customs agent clears goods by direct representation, in accordance with Article 5 of the Community Customs Code.
Article 7 - LIABILITY
7.1. - Substitute liability :
The TLO's liability is limited to that incurred by its substitutes in connection with the transaction entrusted to it. Where the limits of indemnification of intermediaries or substitutes are not known or do not result from mandatory or legal provisions, they are deemed to be identical to those set out in article 7.2 below.
7.2. - Personal liability of the Transport and/or Logistics Operator (TLO) :
The limitations of indemnity set out below are the counterpart of the liability assumed by the TLO.
7.2.1. - Loss and damage :
In all cases where the TLO's personal liability is engaged, for any reason whatsoever, it is strictly limited to all damage to the goods caused by the transport operation as a result of loss or damage, and to any consequences which may result from this. is held liable for any reason whatsoever, it is strictly limited to 17.25 €uros per kilogram of gross weight of the missing or damaged goods, for all damage to the goods caused by the transport operation as a result of loss or damage, and for any consequences that may result therefrom, without being able to exceed, whatever the weight, volume, dimensions, nature or value of the goods concerned, a sum greater than the product of the gross weight of the goods expressed in tonnes multiplied by 2.850 €uros with a maximum of 60,000 €uros per event.
7.2.2. - Other damage :
For all other damage, including duly recorded late delivery, in the event that the Transport and/or Logistics Operator is held personally liable, the compensation due by the Transport and/or Logistics Operator is strictly limited to the price of transporting the goods (excluding duties, taxes and miscellaneous expenses) or to the price of the service covered by the contract which caused the damage. This compensation may not exceed that due in the event of loss of or damage to the goods.
For all damages resulting from a failure in the execution of the logistics service, subject of the contract, the compensation due by the Logistics Operator, in the event that its personal liability is engaged, is strictly limited to the price of the service at the origin of the damage without being able to exceed a maximum of 60.000 €uros per event.
Under no circumstances will the TLO's liability exceed the above amounts.
7.3. - Quotations :
All quotations given, all specific quotations provided, as well as general price lists, are drawn up and/or published taking into account the above-mentioned limitations of liability (7.1. and 7.2.).
7.4. - Declaration of value or insurance :
The customer always has the option of subscribing to a declaration of value which, set by him and accepted by the TLO, has the effect of substituting the amount of this declaration for the indemnity ceilings indicated above (Articles 7.1. and 7.2.1.). This declaration of value will entail a price supplement.
The customer may also instruct the TLO, in accordance with Article 4 (Insurance of goods), to take out insurance on his behalf, against payment of the corresponding premium, specifying the risks to be covered and the values to be guaranteed.
Instructions (declaration of value or insurance) must be renewed for each operation.
7.5. - Special delivery interest :
The customer always has the option of making a declaration of special interest in delivery which, if set by him and accepted by the TLO, has the effect of substituting the amount of this declaration for the indemnity ceilings indicated above (Articles 7.1 and 7.2.2.). This declaration will entail a price supplement. Instructions must be renewed for each operation.
Article 8 - SPECIAL TRANSPORT
For special transport (tanker transport, transport of indivisible objects, transport of perishable goods under controlled temperature, transport of live animals, transport of vehicles, transport of goods subject to special regulations, in particular transport of hazardous goods, etc.), the TLO provides the shipper with suitable equipment under conditions defined in advance by the client.
Article 9 - PAYMENT TERMS
Services are payable in cash on receipt of invoice, without discount, at the place of issue. The customer is always responsible for payment. Unilateral offset of the amount of alleged damages against the price of services due is prohibited.
If payment terms are granted, they may under no circumstances exceed thirty days from the date of issue of the invoice for all services performed by freight forwarders and road hauliers, as well as for all services performed by shipping and/or air freight agents, customs agents, freight brokers and forwarding agents in accordance with the provisions of article L.441-6 of the French Commercial Code.
Any partial payment on the agreed due date will be charged first to the non-preferential part of the receivables. Non-payment of a single instalment will result in immediate forfeiture of the term, and the balance will become immediately payable, even in the event of acceptance of bills of exchange. Penalties will automatically be applied in the event of sums due being paid after the agreed payment date. These penalties, which result from the mandatory provisions of article L.441-6 of the French Commercial Code, will be applied in full. The due date for payment and the interest rate for late payment penalties are shown on the invoice.
Article 10 - CONVENTIONAL PLEDGING RIGHT
Irrespective of the capacity in which the TLO intervenes, the customer expressly acknowledges that the TLO has a contractual right of lien with a general and permanent right of retention and preference over all goods, securities and documents in the possession of the transport operator, as security for all claims (invoices, interest, costs incurred, etc.) that the TLO holds against it, even prior to or unrelated to the operations carried out with regard to the goods, securities and documents actually in its hands.
Article 11 - PRESCRIPTION
All actions to which the contract concluded between the parties may give rise are time-barred within a period of one year from the performance of the disputed service under the said contract, and in respect of duties and taxes recovered a posteriori from the date of notification of the reassessment.
Article 12 - TERM OF CONTRACT AND TERMINATION
12.1. - In the event that an open-ended contract has been concluded between the principal and the TLO, which sets the seal on a lasting relationship that the parties wish to establish between them, this contract may be terminated at any time by either party by sending a registered letter with acknowledgement of receipt, giving one month's notice when the time already elapsed since the start of performance of the contract does not exceed six months. The notice period is extended to two months if the time already elapsed is more than six months but less than one year. When the duration of the relationship exceeds one year, the notice period is increased to three months, plus one month for each year of continued relationship beyond the two-year period, without exceeding a period of six months.
12.2. During the notice period, the parties undertake to maintain the economy of the contract.
12.3 In the event of serious or repeated proven breaches by one of the parties of its commitments and obligations, the other party is obliged to send a reasoned formal notice by registered letter with acknowledgement of receipt. If such notice remains without effect for a period of one month, during which the parties may attempt to reach an agreement, the contract may be definitively terminated, without notice or compensation, by registered letter with acknowledgement of receipt, acknowledging the failure of the negotiation attempt.
12.4 All actions relating to the above provisions are time-barred within one year in accordance with those referred to in article 11 above (PRESCRIPTION).
Article 13 - CANCELLATION - DISABILITY
Should any of the provisions of these General Terms and Conditions of Sale be declared null and void or deemed unwritten, all other provisions shall remain applicable.
Article 14- JURISDICTION CLAUSE
In the event of litigation or dispute, the Courts of the head office of the Transport and/or Logistics Operator shall have sole jurisdiction, even in the event of multiple defendants or third-party claims.
The present General Terms and Conditions of Sale of the Union des entreprises de Transport et Logistique de France (TLF) replace those published on November 2, 2011 and come into force on January 1, 2013 (the first of January two thousand and thirteen).