Any engagement, shipment or any other operation, excluding special agreements between parties,
implies acceptance by customers of the following general terms and conditions of sale.
FRENCH UNION OF TRANSPORT AND LOGISTICS COMPANIES (T.L.F.)
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 general terms and conditions of sale is to govern contractual relations between an ordering party and a ‘transport and/or logistics operator’, hereinafter referred to as a TLO, in respect of any commitments or operations whatsoever in relation to the physical movement, by any mode of transport, and/or the physical or legal management of stocks and flows of any goods, whether packaged or otherwise, from any location and to any destination and/or in connection with the management of any material or paperless information flows. The definitions of terms and concepts used throughout these general terms and conditions are those of standard contracts in force.
These general terms and conditions shall prevail over any other general or specific terms and conditions issued by the ordering party.
In the event of any special terms and conditions being agreed with the ordering party and in the silence of the latter, the general terms and conditions shall continue to apply.
Article 2 – SERVICE PRICING
2.1 – 2.1 – Prices are calculated based on information provided by the ordering party, taking into account, in particular, the services to be provided, the nature, weight and volume of goods to be transported and itineraries to be followed. Quotes are drawn up using currency exchange rates at the time quotes are issued. They also depend on the terms and conditions and prices of proxy agents, as well as the laws, regulations and international conventions in force. If one or more of these basic elements are found to have been modified after a quote is issued, including by TLO proxy agents, in an enforceable way against the latter, and on the basis of evidence provided by the latter, originally-quoted prices would be modified under the same terms and conditions. The same shall apply in the case of an unforeseen event, whatever it may be, resulting, in particular, in a change to one of the elements of the service to be provided.
2.2 – Prices do not include duties, taxes, fees or charges due in application of any regulations, in particular those related to tax or customs.
2.3 – Initially-agreed prices are to be renegotiated at least once a year.
Article 3 – GOODS INSURANCE
No insurance is to be taken out by the TLO without a written order from the ordering party, repeated for each shipment, specifying the risks to be covered and the values to be guaranteed. Where such an order is given, the TLO, acting on behalf of the ordering party, shall take out insurance with an insurance company known to be solvent for the period of coverage.
In the absence of a precise specification, only ordinary risks (excluding risk of war and strike action) shall be covered. Acting, in this particular case, as an agent, the TLO cannot, under any circumstances, be considered an insurer. The terms and conditions of insurance policies are deemed to be known and approved by senders and recipients who shall bear the costs. An insurance certificate shall be issued, where requested.
Article 4 – SERVICE PERFORMANCE
Dispatch and arrival dates communicated by the TLO are purely for information purposes. The ordering party is obliged to provide the TLO with the necessary and precise instructions in good time for the performance of transport services and any additional and/or logistical services. The TLO is not obliged to verify documents (sales invoices, packaging notes, etc.) provided by the ordering party.
Any specific instructions (e.g. cash on delivery, declarations of value or insurance, special interest delivery, etc.) must be the subject of a written order, repeated for each shipment, and expressly accepted by the TLO.
Article 5 – ORDERING PARTY OBLIGATIONS 5.1
5.1 – Packaging and labelling:
5.1.1 – Packaging:
Goods must be packed, packaged, marked or countermarked so as to withstand transport and/or storage processes carried out under normal conditions, as well as successive handling processes, which necessarily take place during the course of such operations.
Goods must not constitute any risk to driving or handling staff, the environment, the safety of transport equipment, other goods being transported or stored, vehicles or any third parties.
The ordering party is solely responsible for the choice of packaging and its ability to withstand transportation and handling.
5.1.2 – Labelling:
Every package, object and load support must be clearly labelled to allow immediate and unequivocal identification of the sender, recipient, place of delivery and nature of goods. Labels must match what appears on transport documentation. Labels must also comply with all applicable regulations, in particular those relating to transporting dangerous goods.
5.1.3 – Responsibility:
The ordering party is responsible for all consequences of the absence, inadequacy or defectiveness of packing, packaging, marking or labelling.
5.2 – Sealing:
Once loading operations are complete, trucks, semi-trailers, swap bodies and containers should be sealed by either the loader or their representative.
5.3 – Reporting obligations
The ordering party is liable for all consequences of a breach of the obligation to report and declare the highly-specific nature and specification of goods when the latter require special provisions, paying particular regard to their value and/or attention they are likely to attract, level of danger and fragility.
This reporting obligation also applies to declaring the verified gross weight of a container, in accordance with the SOLAS Convention. Furthermore, the ordering party expressly undertakes not to hand over any illegal or prohibited goods to the TLO (e.g. counterfeit goods, drugs, etc.).
The ordering party shall be solely liable, without recourse to the TLO, for the consequences, whatever they may be, of incorrect, incomplete, inapplicable or late declarations or documents, including information required for the transmission of any declarations required by customs regulations, in particular for the transport of goods from third countries.
5.4 – Reservations: In the event of the loss, damage or any other issue suffered by the goods, or in the event of a delay, it is the responsibility of the recipient or consignee to make regular and sufficient observations, to justify any reasonable reservations they may have and, in general, to make every effort that may be useful in preserving their recourse to appeal and to confirm any such reservations in a legal way within the relevant deadlines, failing which no action can be brought against the TLO or its proxy agents.
5.5 – Recipient’s refusal or failure:
In the event goods are refused by the recipient, likewise in the event the recipient fails to take receipt for any reason whatsoever, all initial and additional costs due and incurred in relation to the goods will remain the responsibility of the ordering party.
5.6 – Customs formalities:
In cases where customs operations must be carried out, the ordering party shall cover customs representatives against all financial consequences arising from incorrect instructions, inapplicable documents, etc., generally leading to the liquidation of additional duties and/or taxes, blocking or seizure of goods, fines, etc., from the administration concerned. In cases of goods clearing customs under a preferential regime concluded or granted by the European Union, the ordering party shall guarantee they have carried out all due diligence within the meaning of the customs regulations aimed at ensuring all processing conditions for the preferential regime have been respected. The ordering party must, at the request of the TLO, provide the latter, within the required time period, with any information that may be requested of them under the requirements of customs regulations.
Failure to provide this information within the required time period will have the effect of making the ordering party liable for all damaging consequences of such a failure in respect of delays, additional costs, damages, etc. However, rules on the quality and/or technical standardisation of goods highlight the sole liability of the ordering party, to whom responsibility falls to provide the TLO with all documents (tests, certificates, etc.) required by the regulations for their circulation. The TLO cannot be held liable for the non-compliance of goods with said quality or technical standardisation rules.
Customs representatives will clear goods using the direct representation method, in accordance with article 18 of the Union Customs Code.
5.7 – Payment on delivery
The stipulation of payment on delivery does not constitute a declaration of value and therefore does not affect the rules for compensation for loss or damage, as defined in article 6 below.
Article 6 – RESPONSIBILITY
In the event of proven damage attributable to the TLO, the latter will only be liable for damages that could have been foreseen when the contract was signed and that only include what is an immediate and direct result of non-performance, in the sense of articles 1231-3 and 1231-4 of the Civil Code.
These damages are strictly limited in accordance with the amounts set out below. The indemnity limits indicated below establish the compensation for responsibility assumed by the TLO.
6.1 – Liability for proxy agents:
The TLO’s liability is limited to that incurred by proxy agents in the context of operations assigned to them. When proxy agent compensation limits are not yet known, non-existent or are not stipulated in mandatory provisions, they are deemed to be identical to those set out in article 6.2 below.
6.2 -Personal liability of the transport and/or logistics operator (TLO):
6.2.1 – Loss and damage:
In all cases where the TLO’s personal liability may be incurred, for any cause or reason whatsoever, it is strictly limited, for any damage to goods attributable to any operation as a result of loss and damage and for all consequences that may result therefrom, up to €20 per kilogram gross weight of the missing or damaged goods without exceeding, regardless of the weight, volume, dimensions, nature or value of the goods concerned, an amount greater than the product of the gross weight of the goods in tons multiplied by €5,000 with a maximum of €60,000 per event.
6.2.2 – Other damages:
For any other damage, including in the event of duly recorded late delivery, in cases where their personal liability is incurred, compensation payable by the TLO shall be strictly limited to the cost of transporting the goods (duties, taxes and miscellaneous costs excluded), or that of the service that caused the damage, which is subject to the contract. This compensation may not exceed that which is payable in the event of loss or damage of the goods.
6.2.3 – Liability in customs matters:
The TLO’s liability for any operations related to customs or indirect contribution, whether carried out by them or their subcontractors, may not exceed the sum of €5,000 per customs declaration, without exceeding €50,000 per financial year or, in any event, €100,000 per tax assessment.
6.3 – Quotes
All quotes given, one-off prices provided, as well as general prices are established and/or published in consideration of the aforementioned limitations of liability (6.1 and 6.2)
6.4 – Declarations of value or insurance:
The ordering party shall retain the option to issue a declaration of value that, set by them and accepted by the TLO, has the effect of substituting the amount of this declaration for the compensation limits set out above (articles 6.1 and 6.2.1). This declaration of value will lead to an increased price.
The ordering party may also instruct the TLO, in accordance with article 3 (goods insurance), to take out insurance on their behalf, subject to the payment of the corresponding premium, specifying the risks to be covered and values to be guaranteed.
Instructions (on the statement of value or insurance) must be renewed for each transaction.
6.5 – Special interest in deliveries:
The ordering party shall retain the option to issue a statement of special interest in deliveries that, set by them and accepted by the TLO, shall have the effect, in the event of a delay, of substituting the amount of this declaration for the compensation limits set out above (articles 6.1 and 6.2.2). This declaration will lead to an increased price. Instructions must be renewed for each transaction.
Article 7 – PAYMENT TERMS
7.1 Services are payable in cash on receipt of the invoice, without discount, at the place of issue and, in any event, within a period that cannot exceed 30 days from the date of issue on the invoice. The ordering party shall remain responsible for payment. In accordance with article 1344 of the Civil Code, the debtor is deemed to have been ordered to settle the invoice the moment payment becomes due.
7.2 – Unilateral compensation for the amount of any alleged damages on the price for services due is prohibited.
7.3 – Any delay in payment shall automatically result, on the day following the payment due date as it appears on the invoice, in late payment interest charges becoming payable in the amount equivalent to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation increased by ten percentage points and set in accordance with the procedures outlined in article L.441-6(12) of the French Commercial Code, as well as one-off compensation for recovery costs in the amount of €40, in accordance with article D.441-5 of the French Commercial Code, without prejudice to any compensation, under the provisions of common law, for any other damages directly resulting from this delay. Any late payments shall, without formalities, trigger early repayments of any other outstanding amounts due to the TLO, which will become immediately payable, even in the event of acceptance of the effects.
7.4 – Any partial payments will be initially deducted from the non-preferential part of the amounts due.
Article 8 – STATUTORY RIGHT OF RETAINER AND DISTRAINT
Regardless of the nature of the TLO’s actions, the ordering party expressly acknowledges their statutory right of retainer, enforceable against anyone, and their statutory right of distraint on all goods, values and documents in the TLO’s possession, and that they serve as a guarantee for all claims (invoices, interest, costs incurred, etc.) the TLO holds against them, even those that are prior or unrelated to operations carried out with regard to the goods, values and documents that are actually in their possession.
Article 9 – STATUTE OF LIMITATIONS
All actions carried out under the contract concluded between the parties, whether for main or additional services, are time-limited to one year from performance of any disputed services within this contract and in matters of duties and taxes collected a posteriori through a tax assessment.
Article 10 – DURATION OF THE CONTRACT AND TERMINATION
10.1 – In the event of an established commercial relationship, either party may terminate at any time by sending a recorded delivery letter subject to the following notice periods:
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 more than six (6) months and less than or equal to one (1) year;
Three (3) months when the duration of the relationship is more than one (1) year and less than or equal to three (3) years;
Four (4) months when the duration of the relationship is more than three (3) years, to which one (1) week shall be added per full year of commercial relationship up to a maximum duration of six (6) months.
10.2 – During the notice period, the parties shall undertake to maintain the economic purpose of the contract.
10.3 – In the event of serious or repeated and proven breaches of one of the party’s commitments and obligations, the other party must send them, by recorded delivery letter, a formal warning with evidence. If no improvement takes place within one month, a period during which the parties may attempt to reconcile, the contract may be terminated definitively, without notice or compensation, by recorded delivery letter acknowledging the failed negotiation attempt.
Article 11 – CANCELLATION – INVALIDITY
In cases where the provisions of these general terms and conditions of sale are declared void or deemed unwritten, all other provisions shall continue to apply.
Article 12 – JURISDICTION CLAUSE
In the event of litigation or dispute, the courts governing the head office of the transport and/or logistics operator (TLO) shall have sole jurisdiction, even in the event of a plurality of defendants or claims.
These General Terms and Conditions of Sale from the French Union of Transport and Logistics Companies (T.L.F.) were published on 1 January 2017.