Terms and Conditions

Governing operations carried out by transport and/or logistics operators

Article 1 – PURPOSE AND SCOPE
The purpose of these General Terms and Conditions is to govern the contractual relationship between a Customer and a “Transport and/or Logistics Operator”, hereinafter referred to as the TLO, in respect of any commitment or operation whatsoever relating to the physical movement, by any means of transport, and/or the physical or legal management of stocks and flows of any goods, whether packaged or not, from any source and to any destination and/or relating to the management of any material or dematerialised flow of information.

The definitions of the terms and concepts used in these general terms and conditions are those of the standard contracts in force.
These general terms and conditions take precedence over any other general or special terms and conditions issued by the client.
In the event of special conditions agreed with the customer and in the absence of such conditions, the general conditions shall continue to apply.

Article 2 – GOODS INSURANCE
No insurance shall be taken out by the TLO without a written and repeated order from the customer 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 customer, shall take out insurance with an insurance company that is known to be solvent at the time of cover. In the absence of a 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 under any circumstances be considered as the insurer. The conditions of the insurance policy are deemed to be known and accepted by the shippers and consignees, who bear the cost. An insurance certificate will be issued if requested.

Article 3 – PERFORMANCE OF SERVICES
Any departure and arrival dates communicated by the TLO are given purely as an indication. The customer is obliged to give the TLO the necessary and precise instructions in good time for the performance of the transport services and ancillary and/or logistical services.
The TLO is not required to check the documents (commercial invoice, packing note, etc.) provided by the customer.
Any specific delivery instructions (cash on delivery, declaration of value or insurance, special interest in delivery, etc.) must be the subject of a written and repeated order for each consignment and the express acceptance of the TLO.

Article 4 – OBLIGATIONS OF THE PRINCIPAL
4.3 – Reporting obligations:
The originator is liable for all the consequences of a failure to comply with the obligation to provide information and to declare the very exact nature and specific nature of the goods when the latter require special provisions, particularly with regard to their value and/or the covetousness they are likely to arouse, their dangerousness or their fragility. This obligation to provide information also applies to the declaration of the verified gross mass of a container in accordance with the SOLAS Convention. Furthermore, the customer expressly undertakes not to hand over to the TLO any illegal or prohibited goods (for example counterfeit products, 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 declaration required by customs regulations, in particular for the transport of goods from third countries.

4.6- Customs formalities:
If customs formalities have to be carried out, the customer shall indemnify the customs representative against all financial consequences arising from incorrect instructions, inapplicable documents, etc. generally leading to the payment of additional duties and/or taxes, the blocking or seizure of goods, 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 customer guarantees to have taken all the necessary steps within the meaning of customs regulations to ensure that all the conditions for processing under the preferential regime have been met.

The customer must, at the request of the TLO, provide the latter, within the required timeframe, with any information requested of it under the requirements of customs regulations. Failure to provide this information within the time limit shall render the customer liable for all the prejudicial consequences of this failure in terms of delays, additional costs, damage, etc.
However, as the rules governing the quality and/or technical standardisation of goods are the sole responsibility of the customer, it is the customer’s responsibility to provide the TLO with all documents (tests, certificates, etc.) required by the regulations for their circulation. The TLO accepts no liability for the non-conformity of the goods with the said quality or technical standardisation rules.
The customs representative clears goods through direct representation, in accordance with Article 18 of the European Union Customs Code.

4.7- Cash on delivery
The stipulation of cash on delivery does not constitute a declaration of value and therefore does not modify the rules governing compensation for loss and damage as defined in Article 6 below.

Article 5 – LIABILITY
In the event of proven loss attributable to the TLO, the TLO shall only be liable for damages that could have been foreseen at the time the contract was concluded and that 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 French Civil Code.
These damages are strictly limited in accordance with the amounts set out below.

5.1 – Substitute liability:
The TLO’s liability is limited to that incurred by its substitutes in the context of the operation entrusted to it. When the limits of compensation for the subcontractors are not known, do not exist or do not result from mandatory provisions, they are deemed to be identical to those set out in article 6.2 below.

5.2 – Personal liability of the Transport and/or Logistics Operator (TLO):
5.2.1 – Loss and damage:
In all cases where the personal liability of the TLO. is involved, for whatever reason and in whatever capacity, it is strictly limited, for all damage to the goods attributable to any operation as a result of loss or damage and for any consequences that may result therefrom, to € 20 per kilogram of gross weight of the missing or damaged goods 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 € 5,000 with a maximum of € 60,000 per event.

5.2.2 – Other damage:
For all other damage, including in the event of a duly recorded delay in delivery, in the event that the TLO’s personal liability is incurred, the compensation due by the TLO is strictly limited to the price of transporting the goods (excluding duties, taxes and miscellaneous expenses) or to the price of the service which caused the damage and which is the subject of the contract. This compensation may not exceed that due in the event of loss of or damage to the goods.

5.2.3 – Customs liability :
The TLO’s liability for any operation relating to customs or indirect taxation, whether carried out by itself or by its subcontractors, may not exceed the sum of €5,000 per customs declaration, without exceeding €50,000 per year of adjustment and, in any event, €100,000 per notification of adjustment.

5.3 – Quotations:
All quotations given, all specific quotations provided, as well as the general rates are drawn up and/or published taking into account the limitations of liability set out above (6.1 and 6.2).

5.4 – 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 6.1 and 6.2.1). This declaration of value will result in a price supplement.

The customer may also instruct the TLO, in accordance with Article 3 (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.

The instructions (declaration of value or insurance) must be renewed for each operation.

5.5 – Special interest in delivery:
The customer always has the option of making a declaration of special interest in delivery which, set by him and accepted by the TLO, has the effect, in the event of delay, of substituting the amount of this declaration for the indemnity ceilings indicated above (Articles 6.1 and 6.2.2). This declaration will result in a price supplement. The instructions must be renewed for each operation.

Article 6 – PAYMENT TERMS

6.1 – Article 26 of law no. 2006-10 of 5 January 2006 relating to the safety and development of transport has introduced a new paragraph to article L.441-6 of the French Commercial Code, which does not allow payment to be made more than thirty days from the date of issue of the invoice.

The customer is always liable for payment. In accordance with article 1344 of the French Civil Code, the debtor is deemed to have been given notice to pay by the mere fact that the obligation is due.

6.2 – Unilateral offsetting of the amount of the alleged damages against the price of the services due is prohibited.

6.3 – Any delay in payment shall automatically give rise, on the day following the payment date shown on the invoice, to the payment of late payment interest equivalent to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation plus 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 fixed 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 damage resulting directly from this delay.

Any delay in payment shall entail, without formalities, forfeiture of the term of any other debt held by the TLO, which shall become immediately due and payable, even in the event of acceptance of bills.

6.4 – Any partial payment will be applied first to the non-preferential part of the claim.

Article 7 – CONVENTIONAL RIGHT OF RETENTION AND CONVENTIONAL RIGHT OF PLEDGE

Regardless of the capacity in which the TLO acts, the Customer expressly acknowledges that it has a contractual right of retention, enforceable against all parties, and a contractual right of pledge over all goods, securities and documents in the possession of the TLO, as security for all claims (invoices, interest, costs incurred, etc.) that the TLO has 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 8 – PRESCRIPTION
All actions to which the contract concluded between the parties may give rise, whether in respect of the main or ancillary services, 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 adjustment.

Article 9 – JURISDICTION CLAUSE
In the event of a dispute or contestation, the Courts of the registered office of the Transport and/or Logistics Operator (TLO) shall have sole jurisdiction, even in the event of multiple defendants or third party claims.

Extracts from the General Terms and Conditions of Sale of the Union des Entreprises de Transport et de Logistique de France (T.L.F.), published on 1 January 2017 (first January two thousand and seventeen) and available in full on the website: http://www.e-tlf.com/tlf/cgv/