General terms of business
Liability in case of disputes: our general terms of business may be consulted below:
Article 1 – AIM AND SCOPE OF APPLICATION
The aim of the present terms is to define the operational procedures for a “Transport and/or Logistics Operator”, on whatever grounds (forwarding agent, storage agent, agent, stevedore, commission agent, whether or not they provide a customs service, shipping agent, carrier etc.), performing activities and services pertaining to the physical movement of shipments and/or managing the flow of goods, packaged or otherwise, of every kind, with every kind of origin, for any destination, for a freely agreed price which ensures fair payment for services rendered, domestically as well as internationally.
Any commitment to or operation with the “Transport and/or Logistics Operator” shall be taken to mean that the contractor unreservedly accepts the terms set out below.
Whatever transport technique is used, the present conditions govern relations between the contractor and the “Transport and/or Logistics operator”.
"The Transport and/or Logistics Operator” provides the services requested under the terms provided, particularly in article 7, below.
No special condition or other general terms from the contractor shall prevail over the present conditions, except in the case of formal acceptance by the “Transport and/or Logistics Operator”.
Article 2 - DEFINITIONS
For the purposes of the present General Terms, the following terms are defined as follows:
2-1. CONTRACTOR
Contractor shall be taken to mean the party contracting the service with the Transport and/or Logistics Operator, or with the Customs agent.
2-2. TRANSPORT AND/OR LOGISTICS OPERATOR
“Transport and/or Logistics Operator,” hereafter referred to as the T.L.O., shall be taken to mean the party (forwarding agent, agent, service provider, logistics provider, forwarding agent, principle carrier, etc.) who agrees a carriage contract with a carrier, to whom they entrust the execution of all or part of a transport operation and/or who agrees a logistical services contract with an actual carrier, when they do not carry out said services themselves.
2-2-1. –CARRIAGE COMMISSION AGENT
“Carriage commission agent”, also called Carriage Organiser, shall be taken to mean any service provider who organises and causes to be carried out, at their own responsibility and in their own name, in accordance with the provisions of article L 132-1 of the French Commercial Code, the carriage of merchandise, according to the means of their choice, on behalf of a principal.
2-2-2. – LOGISTICS OPERATOR
“Logistics operator” shall be taken to mean any service provider who organises, executes or causes to be executed, under their own responsibility and in their own name, in accordance with the provisions of article L 132-1 of the French Commercial Code, any operation designed to manage the physical flow of goods, as well as the flow of related documents and/or information.
2-2-3. – PRINCIPAL CARRIER
“Principal Carrier” shall be taken to mean the carrier engaged in the initial carriage contract entered into with a carriage commission agent and who entrusts all or part of its execution, at their responsibility, to another carrier.
2-3. AUTHORISED CUSTOMS COMMISSION AGENT
“Authorised Customs Commission Agent” shall be taken to mean the authorised service provider who, in the name of and on behalf of a contractor, directly (direct representation) or indirectly, in their name and on behalf of a contractor (indirect representation), completes customs formalities and intervenes, as appropriate, to smooth over any difficulties which may arise.
Direct representation is covered by the rules of a mandate and indirect representation is covered by the rules of a commission.
2-4. PACKAGE
Package shall be taken to mean an object or material group of several objects, whatever their weight, dimensions and volume, making up a unitary load when handed in for conveyance (container, cage, box, shipment container, crane load, pallets which have been hooped and/or wrapped by the contractor, roll, etc.) packaged by the sender before acceptance, even if the contents are detailed in the carriage document.
2-5. SHIPMENT
Shipment shall be taken to mean the quantity of merchandise, including packaging and loading materials, which is effectively made available to the Transport and/or Logistics Operator, at the same time, and the movement of which is requested by one single contractor for one single receiver from a single loading place to a single unloading place and which is picked up as a single item.
Article 3 – SERVICE PRICE
Prices are calculated on the basis of information supplied by the contractor, taking the services to be carried out into account, as well as the nature, weight and volume of the goods for carriage and the routes to be taken. Quotations are established on the basis of exchange rates at the time when said quotations are given.
They are also based on the terms and tariffs of actual carriers as well as the international laws, regulations and agreements in force. If one or more of these basic elements is changed after the quote has been submitted, including by one of the T.L.O.’s actual carriers, in such a way that they are binding to the latter, and upon provision of proof of this, the prices originally given will be modified according to the same terms. The same will apply in the case of unexpected events, of whatever kind, particularly when they cause one of the elements of the service provision to change. Prices do not include duties, taxes, charges and taxation due in application of any regulation, particularly fiscal or customs regulations (such as excise, import duties, etc.)
Article 4 – INSURANCE FOR THE MERCHANDISE
No insurance shall be taken out by the T.L.O, without a written order in duplicate from the contractor specifying the risks for cover and the values to be guaranteed. If such an order should be given, the T.L.O., acting on behalf of the contractor, will take out insurance from an insurance company which is known to be solvent at the time that cover is provided. In the absence of precise specifications, only ordinary risk (excluding risks of war or strike) will be insured.
Acting, in this specific case, as a representative, the T.L.O. may not, under any circumstances, be considered an insurer. The terms of the policy are considered to be known to and authorised by the senders and receivers, who bear the cost of it. An insurance certificate will be sent, if there is a need for this.
Article 5 – EXECUTION OF THE SERVICE
The departure and arrival dates which may be communicated by the T.L.O. are purely provided as a guideline.
The contractor must provide the T.L.O. with the specific instructions required for the execution of the carriage services and accompanying services and/or logistical services in good time. The T.L.O. is not responsible for checking documents (business invoice, packing slip, etc.) supplied by the contractor. Any specific delivery instructions (against refunds, etc.) must be the subject of a written order in duplicate for each shipment, and are also subject to the T.L.O.’s express acceptance. In any case, such a commission is only in addition to the principal service of carriage and/or logistical services.
Article 6 – THE CONTRACTOR’S OBLIGATIONS
Packing
The goods must be packaged, packed, marked or stamped so that they will withstand carriage and/or storage carried out under normal conditions, as well as successive handling which will necessarily take place in the process of these operations. It must not represent a danger for staff working with or handling it, for the environment, the safety of haulage units, other goods being handled or stored, vehicles or third parties.
Should the contractor entrust the goods to the T.L.O. in contravention of the aforementioned provisions, they will travel at the contractor’s own risk and the T.L.O. shall be absolved of all liability.
Labelling:
Each package, object or load support must be be clearly labelled so that it can be immediately and unmistakably identified, with the sender, receiver, place of delivery and the nature of the merchandise. The details on the labels must match those which appear on the carriage document.
Declaration obligations:
The contractor is responsible for any consequences resulting from the absence, insufficiency or defectiveness of the packaging, packing, marking and labelling, as well as the declaration of the nature of the merchandise and its specific features, with regard to hazardous merchandise, for example.
The contractor is solely responsible for any consequences whatsoever resulting from incorrect, incomplete or inapplicable declarations or documents, or those which are supplied late.
Clausing:
In the case of loss, harm or any other damage to which the merchandise is subject, or in the case of late delivery, it is up to the consignee or receiver to then make the usual and sufficient statement, to clause the bill of lading as necessary and generally carry out all acts useful for the preservation of their appeal, and to confirm said claused bill of lading in the correct legal manner and time. Should this not be done, no action may be taken against the T.L.O. or their actual carriers in enforcement of a guarantee.
Receiver refusal or payment default:
In case of refusal of the merchandise by the receiver, as in the case of payment default by the latter, for whatever reason, all initial and additional fees owing and committed to regarding the goods remain the contractor’s responsibility.
Customs formalities:
If there are customs operations to be carried out, the contractor guarantees the customs commission agent against all financial consequences resulting from incorrect instructions, inapplicable documents, etc. Generally speaking, this includes the settlement of additional duties and/or taxes, fines etc. from the authority in question.
Article 7 – LIABILITY
7.1. –Liability due to actual carriers:
The T.L.O.’s liability is limited to that incurred by actual carriers within the framework of the operation entrusted to them. When the compensation limits of intermediaries or actual carriers are not known or do not result from binding or legal provisions, they shall be considered to be identical to those of the T.L.O.
7.2. – The Transport or Logistics Operator (T.L.O.)’s personal liability:
The compensation limits indicated below constitute the consideration of liability assumed by the T.L.O.
7.2.1. – Loss and damage:
In the case that the T.L.O.’s liability is invoked, for whatever reason and on whatever grounds, it is strictly limited:
- to any harm caused to the goods resulting from the carriage operation following loss and damage and for any consequences which may result from this, up to indemnity thresholds fixed in the legal or regulatory provisions in force which are applicable to the transport in question.
- in all cases, where the damage to the merchandise or any consequences which may result from this are not due to the carriage operation, to 14 euros per kilogram of gross weight of missing or damaged merchandise, which may not exceed, whatever the weight, volume, dimensions, nature or value of the goods in question, a sum of more than the result of the gross weight of the goods measured in tonnes multiplied by 2,300 euros, with a maximum of 50,000 euros per event.
7.2.2. – Other damage:
For all damage, and particularly that which is caused by delivery delays which have been duly noted according to the conditions set out above, the compensation for which the T.L.O. is liable within the framework of their personal liability is strictly limited to the cost of the carriage for the merchandise (excluding duties, taxes and sundry fees) forming the object of the contract.
Under no circumstances may this indemnity exceed that which is due in case of loss or damage of the goods.
For all damages resulting from a failure to carry out the logistical service forming the object of the contract, the T.L.O.’s personal liability is strictly limited to the price of the service during which the damage occurred, and may not exceed a maximum of 50,000 euros per event.
7.3. – Quotations:
All quotations given and all one-off price offers supplied, as well as general tariffs, are established and/or published taking the limitations of liability set out above into account (7.1. and 7.2.)
7.4. – Declaration of value or insurance:
The contractor always has the option of taking out a declaration of value, which is fixed by them and accepted by the T.L.O., and has the effect of replacing the indemnity thresholds mentioned above (Article 7.1 and 7.2.1.) with this amount. This declaration will lead to a surcharge.
The contractor may also, in accordance with article 4, instruct the T.L.O. to take out insurance on their behalf, upon payment of the corresponding premium, by specifying to them the risks to be covered and the values to be insured.
The instructions (declaration of value or insurance) must be renewed for each operation.
7.5. – Special interest on delivery:
The contractor always has the option of making a declaration of special interest on delivery, which, set by them and accepted by the T.L.O., has the effect of replacing the indemnity thresholds mentioned above (articles 7.1 and 7.2.2.) with the amount of this declaration. This declaration will lead to a surcharge. The instructions must be renewed for each operation.
Article 8 – SPECIAL TRANSPORTS
For special transports (carriage in tanks, carriage of indivisible objects, carriage of perishable goods under temperature controlled conditions, carriage of live animals, carriage of vehicles, carriage of goods subject to special regulations, particularly the carriage of hazardous goods, etc.), the T.L.O. will make suitable equipment available to the sender, according to conditions which have previously been defined to them by the contractor.
Article 9 – PAYMENT TERMS AND GUARANTEES
Payment for provision of service is due upon receipt of the invoice, with no discount, rather than when the service is carried out.
The contractor is always responsible for payment.
Unilateral appropriation of the amount of alleged damages from the price of the service is prohibited.
When, under exceptional circumstances, payment deadlines have been agreed, any partial payment will firstly be allocated to the subordinated part of the outstanding balance. Non-payment of one repayment will lead, with no formalities, to acceleration of payment, with the balance becoming immediately due, even in the case of acceptance of a bill of exchange. Penalties will automatically be applied in the case that the amounts due are paid after the agreed payment date which appears on the bill. These penalties will be an amount equal to the result of applying a rate equal to a rate of 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.
In the case that a guarantee is not allocated or that this guarantee is lost by HBI’s Credit Insurer, or of exceeding the maximum outstanding amount authorised by the Credit Insurer, HBI reserves the right to cease all business relations without prior warning and with no indemnity, through notification by registered letter with acknowledgement of receipt.
This is on the understanding that the Credit Insurer’s guarantee is a determining condition, without which HBI would not have entered into the contract.
Notwithstanding, HBI reserves the right to request payment guarantees. Should these guarantees not be prepared immediately by the client, or should they be deemed insufficient, HBI may cease business relations, in accordance with the conditions stated above.
Article 10 – CONTRACTUAL RIGHT OF LIEN
In whatever quality the T.L.O. is acting, the contractor expressly recognises a contractual right of lien, which includes the right of lien and a general and permanent right of priority over all goods, values and documents in the transport operator’s possession. This is in guarantee of the totality of outstanding debts (invoices, interest, fees incurred, etc.) that the T.L.O. holds against them, even if these were earlier or separate from the operations carried out with regard to the merchandise, values and documents of which they are effectively in possession.
The customs commission agent benefits from the same contractual right of lien as the T.L.O.
Article 11 – PRESCRIPTION
All actions which the contract agreed to by the parties may give rise to are barred after one year has elapsed following completion of said contract.
Article 12 – CANCELLATION - INVALIDITY
In the case that any provisions whatsoever of the present General Terms of Business are declared null or considered unwritten, all other provisions remain applicable.
Article 13 – JURISDICTION CLAUSE
In the case of disputes or disagreements, only the Courts of the Transport and/or Logistics Operator are competent, even in cases where there is more than one defendant or an activated guarantee.
The present General Terms of Business of the French Federation of Transport and Logistics Companies (T.L.F.) are applicable from 1st October 2001.
