General terms of sale regulating the operations carried out by transport and/or logistics operators

Article 1 - Purpose and scope

The general terms of sale herein aim to regulate contractual relations between the instructing party and a “transport and/or logistics operator”, hereinafter referred to as T.L.O., relating to any transaction or operation connected to the physical displacement, via any means of transport, and/or the physical or legal management of storage and flow of goods, whether packaged or not, from any point of departure and to any destination and/or connected to the management of the flow of all hardcopy or electronic information. 
The definitions of the terms and concepts used in the general terms of sale herein are those used in standard contracts. The terms of sale herein prevail over any other general or specific terms of sale issued by the instructing party. Where special terms and conditions are agreed with the instructing party, and unless otherwise provided, the General Terms and Conditions continue to apply.

Article 2 - Price of the services

2.1 - Prices are calculated based on information provided by the instructing party, taking into consideration in particular the services to be provided, the nature, weight and volume of goods to be transported and the itinerary taken. Quotes are established based on the exchange rates in effect when the quotes are provided. Quotes are also based on the terms and prices of substituted parties, and on legislation, regulations and international conventions in force. If one or several of these basic elements are amended after provision of a quote, including by the T.L.O.’s substituted parties, in a manner which is binding upon the former, and subject to evidence provided by the T.L.O., the initial quote shall be adjusted accordingly. The same would apply should an unpredictable event occur, regardless of what this may be, leading in particular to the modification of any of the elements of the service. 2.2 - Prices do not include duties, taxes, fees or taxation due in accordance with the law, and in particular tax or customs regulations. 2.3 - Prices initially agreed upon are renegotiated at least once per year.

Article 3 - Insurance of the goods

No insurance policy shall be taken out by T.L.O. without written and duplicated instructions from the instructing party for each separate shipment, specifying the risks to be covered and the values of the goods to be insured. Should such an instruction be given, the T.L.O, acting on behalf of the instructing party, shall take out an insurance policy from a company which is known to be creditworthy at the time the policy is taken out. Unless otherwise specified, only ordinary risks (excluding war and strike risks), shall be covered. In this specific case, the T.L.O. is acting as an agent and under no circumstances shall be considered as an insurer. It is considered that the terms of the insurance policy are known and agreed to by the dispatchers and consignees who shall bear the cost thereof. An insurance certificate shall be produced upon request.

Article 4 - Execution of the services

Departure and arrival dates which may be communicated by the T.L.O. are provided merely as an indication. The instructing party is required to give precise instructions in due course to the T.L.O. for the execution of the transport services as well as annex and/or logistics services. The T.L.O. is not required to check the documents (invoice, packing note, etc.) provided by the instructing party. Any instructions specific to the delivery (payment on delivery, value or insurance declaration, specific interest in delivery, etc.) must be the subject of written instructions repeated for each shipment and expressly accepted by the T.L.O.

Article 5 - Obligations of the instructing party

5.1 - Packaging and labelling: 5.1.1 - Packaging: Goods must be packed, wrapped, marked or countermarked so as to withstand transport and/or storage operations carried out in normal conditions, as well as successive handling that will be required during these operations. Goods must not constitute a hazard for driving or handling staff, the environment, the safety of transport equipment, other goods transported or stored, vehicles or third parties. The instructing party is entirely responsible for the choice of packaging and its ability to withstand transport and handling. 5.1.2 - Labelling: Clear labels must be placed on each package, item or load unit in order to enable immediate and unequivocal identification of the shipper, consignee, delivery location and nature of the goods. Mentions on the labels must correspond to those which appear on the transport documents. Furthermore, labelling must comply with all applicable regulations and in particular relative to hazardous goods. 5.1.3 - Liability: The instructing party shall be held liable for the consequences of any absence, shortcomings or defects in the packaging, wrapping, marking or labelling. 5.2 - Seals: Lorries, articulated lorries, swap bodies, containers, shall be sealed by the loader themselves or their representative once loading operations are complete. 5.3 - Compulsory declarations: The instructing party shall be solely liable for all the consequences resulting from failure to provide the necessary information or to make the declarations required regarding the exact nature and specificity of the goods when the latter require specific provisions, in particular related to their value and/or covetousness they may give rise to, their dangerousness or fragility. This obligation to provide information also applies to the declaration of the verified gross mass of the container in compliance with SOLAS regulations. Furthermore, the instructing party expressly declares they shall not provide the T.L.O. with any illegal or prohibited goods (for example counterfeit products, narcotics, etc.). The instructing party shall be held entirely liable, without right of redress against the T.L.O., for the consequences, regardless of what they may be, resulting from declarations or documents that are erroneous, incomplete, inapplicable or delayed, including any information required for the provision of any declaration to the customs authorities, in particular pertaining to the transport of goods originating from another country. 5.4 - Reserve: In the event of the goods being lost or damaged, or in the event of delays, it is the responsibility of the consignee or party receiving the goods to proceed with the standard inspections, to express reserves and in general to carry out any action required to substantiate their claims and confirm the aforementioned reserves in compliance with the legal procedures and timeframes, failing which no claim can be brought against the T.L.O or its substituted parties. 5.5 - Consignee refusal or default: In the event of the consignee refusing the goods, or of default of the latter regardless of the reason, all initial and extra fees owed and incurred for the goods shall remain payable by the instructing party. 5.6 - Customs formalities: If customs formalities are to be completed, the instructing party shall hold the customs agent harmless against all financial repercussions as a result of erroneous instructions, unenforceable documents, etc., generally leading to the settlement of additional fees and/or, holding or seizure of the goods, fines, etc., by the authorities concerned. Should goods be cleared under a special status entered into or granted by the European Union, the instructing party guarantees they have taken all necessary measures to abide by customs regulations, to ascertain that the conditions inherent to this preferential status have been met. Upon request by the T.L.O., the instructing party must provide the former within the required timeframe, all information that may be requested by the customs regulations. Failure to provide this information within this timeframe would render the instructing party liable for all consequences stemming from this delay, extra costs, damages, etc. However, as the rules pertaining to quality and/or technical standards of the goods are the sole responsibility of the instructing party, it is up to the latter to provide the T.L.O. with all documents (tests, certificates, etc.) required by the law for their circulation. The T.L.O. shall under no circumstances be held liable for the goods not complying with the aforementioned quality or technical standards regulations.
The customs agent clears goods based on the principle of direct representation, in compliance with article 18 of the Union Customs Code. 5.7 - Payment on delivery Stipulating payment on delivery is not equivalent to a declaration of value and thus does not modify the rules pertaining to compensation for loss or damage such as defined in article 6 below.

Article 6 - Liability

Should it be proven that the T.L.O. is guilty of wrongdoing, the latter shall only be held liable for the damages and interests that could be foreseen upon conclusion of the contract and are an immediate and direct consequence of a breach according to articles 1231-3 and 1231-4 of the French Code civil.
These damages and interests are strictly limited to the amounts stipulated below.
The maximum compensations laid out below amount to the consideration of the liability borne by the T.L.O. 6.1 - Liability for substituted parties: The liability of the T.L.O. is limited to that incurred by the substituted parties within the framework of the operation entrusted to the T.L.O.. When the maximum liability of the substituted parties is not known, do not exist or do not stem from compulsory provisions, they are deemed to be identical to those stipulated in article 6.2 below. 6.2 - Personal responsibility of the Transport and/or Logistics Operator (T.L.O.): 6.2.1 - Loss and damage: In all cases where the T.L.O. is held personally liable, for whatever reason and in any capacity, liability shall be strictly limited for damage to goods attributable to losses and damages during the operation, and any consequences thereof, to €20 per kilogram of gross weight of missing or damaged goods, without exceeding, irrespective of the weight, volume, size, 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. 6.2.2 - Other damages: For all other damages, including duly acknowledged delivery delays, should the personal liability of the T.L.O. be incurred, the compensation owed by the T.L.O. is strictly limited to the price of goods transportation (exclusive of duties, taxes and miscellaneous costs) or to that of the service at the origin of the damage, as provided under the contract. This compensation shall not be in excess of that owed in the event of goods damage or loss. 6.2.3 - Customs liability : The liability of the T.L.O. for any customs or indirect taxation operations, whether undertaken by the T.L.O. or its sub-contractors, shall not be in excess of a total of €5,000 per customs declaration, without exceeding €50,000 per year of adjustment and in all cases €100,000 per adjustment notification. 6.3 - Quotes: All quotes provided, one-time price offers, and general rates are established and/or published taking into consideration the aforementioned liability limitations (Articles 6.1 and 6.2). 6.4 - Declaration of value or insurance : The instructing party may make a declaration of value, established by the latter and accepted by the T.L.O., which substitutes the amount of that declaration for the compensation limitations stipulated hereinabove (Articles 6.1 and 6.2.1). This declaration of value shall trigger an additional charge. The instructing party may also instruct the T.L.O., in accordance with Article 3 (Insurance of the goods), to take out on its behalf an insurance policy, in return for payment of the corresponding premium, while specifying the risks to be covered and the value to be insured. The instructions (declaration of value or insurance) must be repeated for each operation. 6.5 - Special interest in delivery : The instructing party may make a declaration of special interest in delivery, established by the latter and accepted by the T.L.O, which, if late delivery occurs, substitutes the amount of that declaration for the compensation limitations specified above (Articles 6.1 and 6.2.2). This declaration shall lead to an additional charge. The instructions must be repeated for each operation.

Article 7 - Terms of paiement

7.1 - Services are payable in full upon receipt of the invoice, with no discount, where the invoice is issued, and in all cases within 30 days of the date of issue. The instructing party shall always guarantee the settlement thereof. In accordance with Article 1344 of the French Code Civil, the debtor is deemed to have been served notice when the obligation of payment falls due. 7.2 - Unilateral offsetting of the amount of alleged damages over the price of services is forbidden. 7.3 - Any delay in payment automatically entails, on the day following the settlement date stipulated on the invoice, the payment of interest amounting to the interest rate applied by the European Central Bank (ECB) in its most recent refinancing operation increased by ten percentage points and fixed in accordance with the provisions stipulated in paragraph 12 of Article L. 441-6 of the French Code de commerce, as well as a fixed-rate compensation for recovery fees amounting to €40 in accordance with Article D.441-5 of the French Code de commerce, without prejudice to any possible remedy, as provided by general legal provisions, for any other damages resulting directly from this delay. Any delay in payment will automatically lead, without need for any other formalities, to all other debts owed to the T.L.O. becoming immediately due even in the event of a bill of exchange being accepted. 7.4 - Any partial payment shall first be offset against the non-preferential part of the debt.

Article 8 - Right of retention and right of lien

Regardless of the capacity in which the T.L.O. is acting, the instructing party accepts the T.L.O.’s right of retention, enforceable against all parties, and a right of lien for all goods, values and documents in the possession of the T.L.O., as a guarantee for all debts (invoices, interests, expenses, etc.) owed to the T.L.O., including those prior to, or other than the operations carried out with regard to the goods, values and documents that the T.L.O. has in its possession.

Article 9 - Claims timeframe

All claims that may result from the contract agreed upon by the parties, whether it be for primary or ancillary services, must be made within one year of the occurrence of the area of contention, and with regard to duties and taxes collected retrospectively as from notification of the adjustment.

Article 10 - Duration of the contract and termination

10.1 - When a commercial relationship has been established, either party may terminate the contract at any time by sending a registered letter with acknowledgement of receipt, in compliance with the notice periods stipulated below:
  • One (1) month when the duration of the relationship is less than or equal to six (6) months;
  • Two (2) months when the duration of the relationship is above six (6) months and equal to or less than one (1) year;
  • Three (3) months when the duration of the relationship is above one (1) year and equal to or less than three (3) years;
  • Four (4) months when the duration of the relationship is above three (3) years, with one (1) week added for each full year of commercial relations, without exceeding a maximum period of six (6) months.
10.2 - During the notice period, the parties agree to abide by the terms of the contract. 10.3 - Should there be proof that either party seriously or repeatedly fails to meet their commitments and obligations, the other party is requested to send the former a formal notice by registered letter with acknowledgement of receipt. Should no action be undertaken within a one-month period, during which the parties may attempt to negotiate, the contract may be permanently terminated without notice or compensation by registered letter with acknowledgement of receipt stipulating the failure of the attempt to negotiate.

Article 11 - Cancelation - Invalidity

Should any of the provisions of the General Terms and Conditions herein be declared null and void, all other provisions remain applicable.;

Article 12 - Jurisdictional clause

In the event of any dispute or claim, only the Courts where the “Transportation and/or Logistics Operator” (T.L.O) is registered have jurisdiction, even in the case of multiple defendants or impleaders. The General Terms of Sale of the Union des Entreprises de Transport et de Logistique de France (T.L.F.) were published on 1st January 2017 (first of January 2017).