GENERAL TERMS AND CONDITIONS OF SALE
Article 1. PURPOSE AND SCOPE
Article 2. OBLIGATIONS OF THE INSTRUCTING PARTY
Information and documents to be supplied by the Instructing Party.
To optimize the organization of the transport and meet expected deadlines compatible with this one, the Instructing Party provides the TLO, for each consignment, with all the necessary information needed to perform the entrusted services by writings or any other mean of transmission and storage of data.
2.2 Packaging and labelling
2.5 Refusal or default by consignee
2.6 Customs formalities
2.7 Payment on delivery
Article 3. GOODS INSURANCE
Article 4. PRICE OF SERVICES
4.1 – Prices are calculated on the basis of information provided by the Instructing Party, considering in particular the services to be performed, the nature, the weight, and the volume of the goods to be carried and the routes to be used. Prices are quoted based on exchange rates in effect at the time the quotations are given. Quotations are also based on the terms and prices of substituted parties, and on legislation and regulations, and international conventions in force. Should one or more of these basic elements be amended after a quotation is provided, including by the substituted parties of the T.L.O., in a manner binding upon the latter, and subject to evidence provided by the T.L.O., the initially given shall be amended on the same terms. The same applies where unforeseen events arise, regardless of their nature, leading to a change to any part of the service.
4.2 – Prices do not include duties, taxes, fees and taxation owed under any regulation, notably tax or customs regulations.
4.3 – The prices initially agreed upon shall be renegotiated at least once a year.
4.4 – In event of late cancellation/modification by the Instructed Party of a part or the entire service on the quotation, the freight forwarder and /or the custom office will charge the Instructed Party with all the costs incurred with an increase of 40% of the initial cost in euros. Any partial and /or total modification or cancellation transmitted to the TLO 48 hours before the initiation of the service is considered as a “late cancelation/modification”.
Article 5. Performance of the Services
Article 6. Liability
6.1 Liability for substituted parties
6.2 Personal liability of the Transportation and/or Logistics Operator (T.L.O.)
6.2.1 Loss and damages
6.2.2 Other damages
6.2.3 Customs liability
6.4 Declaration of value or insurance
6.5 Special interest in delivery
Article 7. PAYMENT TERMS
7.1 – Services shall be payable cash on receipt of the invoice, with no discount, where the invoice is issued, and in all instances, within 30 days as from the issuing date. The Instructing Party guarantees the settlement thereof. Pursuant to Article 1344 of the French Civil Code, the debtor is deemed to have been served notice when the obligation of payment fell due.
7.2 – Unilateral offsetting of the amount of alleged damages over the price of services is prohibited.
7.3 – - Any delay in payment shall automatically entail, on the day following the settlement date as appearing on the invoice, the payment of interest corresponding to the interest rate applied by the European Central Bank (ECB) in its most recent refunding operation increased by ten percentage points and as per Article L. 441-10 of the French Commercial Code, as well as a fixed-rate compensation for recovery fees of 40 pursuant to Article D.441-5 of the French Commercial Code. Moreover, an indemnity pursuant penalty clause, of 15% of the amount outstanding balance will be due legally after a formal notice remained unsuccessful more than 48 hours, and without prejudice to the possible remedy, as provided by general legal provisions for any other damages arising directly from such delay in payment.
7.4 – Any partial payment shall first be offset against any non-preferential part of the debt obligation in the following order: 1st interest, 2nd accessories, then 3rd principal.
Article 8. RIGHT OF RETENTION AND CONTRACTUAL POSSESSORY LIEN
8.1 – Regardless of the capacity in which the T.L.O. is acting, the Instructing Party hereby acknowledges the T.L.O.’s conventional right of retention, enforceable against all parties, and a conventional contractual possessory lien over all goods, values and documents in the T.L.O.’s possession , in order to guarantee any debt (invoices, interests, incurred expenses, etc.) the T.L.O. holds against the Instructing Party, including those prior to, or other than those concerning operations related to the goods, values and documents that the T.L.O. effectively holds.
8.2 – Regarding the Right of retention throughout the duration of the retention, the T.L.O. will charge the Instructing Party a daily of retention of 100 Euros for each parcel and for each 100 kg of cargo. These costs will be added to demurrage and storage costs.
Article 9. TIME LIMITATIONS
Article 10. CONTRACT DURATION AND TERMINATION
10.1 – In the context of an established commercial relationship, each party may terminate the contract at any time by registered letter with acknowledgement of receipt, subject to complying with the following notice periods :
- 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, to which one (1) week is added per full year of commercial relations, without exceeding a maximum period of six (6) months.
10.2 – During the notice period, the parties hereby undertake to maintain the balance of the contract.
10.3 – In the event of evidenced serious or repeated breaches by either party of its obligations, the other party shall send a formal notice by registered letter with acknowledgement of receipt. Where the notice remains unsuccessful within a one-month period, during which the parties may attempt to negotiate, the contract may be definitively terminated without notice or compensation by registered letter with acknowledgement of receipt acknowledging the failure of the negotiation attempt.