GENERAL TERMS AND CONDITIONS
Article 1 – PURPOSE AND SCOPE
The purpose of these General Terms and Conditions is to set forth the terms of performance by a «Transport and / or Logistics Operator»,
hereinafter referred to as the T.L.O. in any capacity (airfreight forwarder, shipping agent, freight forwarder, freight broker, bailee, agent,
handler, accredited or non-accredited customs broker, forwarding agent, carrier, freight consolidator, stevedoring company, terminal
operator, carrier, Non Vessel Operating Common Carrier, etc.), of services and activities pertaining to the physical movement of shipments
and/or to the management of flows of goods, whether packed or not, of all kinds, of all origins, to all destinations, in exchange for a freely
agreed price ensuring fair compensation for the services performed, both domestically and internationally.
Any undertaking or transaction with the T.L.O. constitute unreserved acceptance by the Customer of the terms set forth hereinafter.
Whatever the carriage method used, these General Terms and Conditions shall govern the relationship between the Customer and the
The T.L.O. performs the requested services according to the terms specified, inter alia, in article 7 herein. No special term or other general
terms and conditions of the Customer shall prevail over these terms and conditions, unless as otherwise formally accepted by the T.L.O.
The current General Terms and Conditions may be modified or completed by special terms and conditions issued by the T.L.O.
Article 2 – DEFINITIONS
Pursuant to these General Terms and Conditions, the words hereunder shall be defined as follows:
Customer shall mean the party ordering the service from the T.L.O.
Parcel shall mean an item or set of objects made up of several items, irrespective of the weight, size and volume thereof, making up a
unit load upon delivery for transport (bin, cage, crate, coffer carton container, envelope, burden, drum, package, circled or film-wrapped
pallet, roll, bag, suitcase, etc.), packed by the sender before pick-up even if the contents are detailed in the shipping document.
Shipment shall mean the quantity of goods, packages and load support effectively provided, at the same time, to the T.L.O. and whose
displacement is requested by one single Customer towards one single consignee from a single place of loading to a single place of
unloading and reproduced in one single document.
Article 3 – PRICE OF THE SERVICES
3.1 Prices are calculated on the basis of the information provided by the Customer, considering, inter alia, the services to be provided,
the nature, the weight, and the volume of the goods to be carried and routes to be used. Quotations issued by the T.L.O. are prepared
based on currency rates at the time when the said quotations are given. They are also and if required based on the terms and prices of
substituted parties and on applicable laws, regulations and international conventions in force. Should one or more of the above base
items be modified after the quotation is provided, including by the substituted parties of the T.L.O., in a manner binding upon the latter,
and upon the evidence furnished by it, prices given initially shall be revised on the same terms. The same shall apply in the event of an
unforeseen event, whatever it may be, leading to a change in any part of the service or increasing the charges borne by the T.L.O., such
as but not limited to the fluctuations of fuel price.
3.2 Unless otherwise stated by the T.L.O., especially regarding the quotations given for services relating to vessels, prices do not include
duties, taxes, fees and taxation owed pursuant to any tax or customs or other regulations (such as excise, entry duties, etc.).
3.3 Prices initially agreed shall be renegotiated at least once a year on the anniversary date of the contract. They shall also be revised
in the event of significant changes in the T.L.O’s expenses, which expenses are most often due to conditions beyond the T.L.O’s control,
such as fuel prices. If the parties fail to reach an agreement on new price terms, each party may terminate the contract according to the
terms set in article 12 below.
Article 4 – GOODS INSURANCE
No insurance shall be taken out by the T.L.O. without a written and repeated order by the Customer for each shipment, indicating risks
to be covered and values to be insured.
If such an order is given, the T.L.O., acting on behalf of the Customer, shall take out insurance with a creditworthy insurance company
at the time of coverage. The Customer must specify the risks to be covered by such insurance in writing. Failing that, only ordinary
risks (apart from, in particular, war and strike risks) shall be covered. As it acts, in this specific case, as an agent, the T.L.O. shall not be
considered as an insurer.
The terms of the policy are deemed known and approved by the senders and the consignees, who shall bear the cost thereof. An
insurance certificate may be issued if required by the instructed party.
Article 5 – PERFORMANCE OF THE SERVICES
5.1 Departure and arrival dates possibly provided by the T.L.O., including departure and arrivals of vessels are given for informational
purposes only. The intermediaries and sub-contractors selected by the T.L.O. shall be deemed to have been approved by the Customer.
The installations, warehouses and facilities of the T.L.O and of its sub-contractors shall be deemed to be adapted for the performance of
the services ordered in the absence of verifications by the Customer followed by justified reservations.
The Customer shall give, in due time, all necessary and accurate instructions to the T.L.O. for the performance of the transport services
and of related services and/or logistics services. It is not within the T.L.O’s duty to check the documents (commercial invoice, packing
note, etc.) provided by the Customer. All delivery-specific instructions (cash on delivery, etc.) shall be in a written and repeated order
for each shipment and formally accepted by the T.L.O. At any rate, such an agency constitutes an accessory of the main carriage service
and / or of the logistic services.
5.2 If the Customer, the consignee or the owner of the goods fail to take delivery of the goods at the appointed time and place when
and where the T.L.O. is entitled to deliver (or on request of the T.L.O.), the T.L.O. is entitled to take all necessary measures to safeguard
the goods, and especially to store the goods on the behalf of the Customer. This clause applies to all goods under the control or the posses
sion of the T.L.O., regardless of the nature of the services provided by the T.L.O. All costs relating to the storage of the goods shall be borne
by the Customer.
5.3 Under the following circumstances, and subject to the provisions of the applicable law, the T.L.O. has the right but not the
obligation to sell or dispose of all or part of the goods, at the Customer’s risks and costs:
The goods which have been held by the T.L.O. for ninety (90) days and which cannot be delivered as instructed, after having g iven a thirty
(30) days written notice to the Customer.
Without notice if the goods have been decayed or are about to decay, or have caused or are about to cause damages to the third parties’
Article 6 – CUSTOMER’S OBLIGATIONS
6.1 Informations and documentation to be given by the Customer for operations involving a carriage
In view of the proper organization of the services instructed to the T.L.O., and within the period compatible with this organization, the
Customer shall provide the T.L.O. for each shipment in writing or by any electronic means, the following information, including:
1° Nature and purpose of the carriage to organize;
2° Special methods of execution;
3° The address, date, and if needed, the time of the supply of the cargo and its delivery;
4° The contacting details of shipper and consignee;
5° Number of parcels and/or gross weight and/or verified gross mass of packed containers, dimensions if necessary, and the exact kind
6° Potential hazardousness of the cargo if applicable;
7° Requested additional services;
8° Any other particular instructions.
6.2 Banned or prohibited cargo and unlawful activities
The Customer shall not carry, have carried or deliver to the T.L.O. or any of its substituted party, any banned or prohibited cargo. The
Customer shall protect and hold harmless the T.L.O. and its substituted party of any financial consequences irrespective of their nature
(fines, criminal or civil condemnations, claims, any legal fees sustained) resulting from the banned or prohibited nature of the cargo.
The Customer shall comply with all regulations, laws and requirements that apply to the shipment, including but not limited to the UK
Bribery Act of 2010 and the US Foreign Corrupt Practices Act of 1977. The Customer warrants that the services provided by the T.L.O.
shall not be used for illicit purposes or practices.
The goods must be packed, wrapped, marked or countermarked so as to withstand transport and / or storage operations performed in
normal conditions, including the successive handling that necessarily occurs during these operations.
The goods shall not constitute a danger for driving or handling personnel, the environment, transport vehicle safety, other carried or
stored goods, vehicles or third parties.
The Customer shall be solely responsible for packaging and for its suitability to withstand the transport and handling. Should the
Customer entrust the T.L.O. with goods that contravene the aforementioned provisions, it shall be solely responsible, and the T.L.O. shall
be fully discharged of any liability in this respect.
Distinctive labelling must be placed on each parcel, object or load support to enable immediate and unequivocal identification of the
consignor, consignee, delivery location and the nature of the goods. The wording on the labels must correspond to the information given
on the transport document.
The Customer shall be liable for all consequences resulting from any lack of, or inadequacy or defect in, packing, packaging, marking
Full trucks, semi-trailers, mobiles crates, containers, after the loading operations are completed, should be sealed by the loader himself
or i t representative.
6.7 Declaratory obligation
The Customer shall be responsible for all consequences resulting from any failure to perform the duty of information and declaration
regarding the specific nature and the specificity of the goods, when the latter requires specific provisions, including the value thereof and
/ or any covetousness that it may cause, or its hazardous nature or fragility. In addition, the Customer formally agrees not to provide the
T.L.O. with illegal or prohibited goods (for instance, infringing products, narcotics, etc.).
The Customer shall bear alone, with no claim against the T.L.O., any consequences resulting from erroneous, incomplete,
unenforceable or belated declarations or documents including but not limited to information needed for the provision of any brief
declaration required by customs regulations, including for goods transports from third countries. It is understood that the T.L.O. is not
responsible to identify any part of the services which is subject to export regulations. Customer warrants that all applicable customs,
import, export and other laws and regulations which apply to any shipment and/or service have been complied with, failing which or in
case of doubt, the T.L.O. is entitled, without li ability, to suspend shipment.
In the event of any loss or damage sustained by the goods, or in the event of any delay, the consignee or the Customer shall make
regular and adequate inspections, issue motivated reservation and generally carry out any action useful for the protection of claims and
for confirming said protests in legal forms and timeframes, otherwise no claim shall be brought against the T.L.O. or its representatives.
For any loss or damage to goods during stevedoring and handling services and for any or all consequences that might result therefrom,
the T.L.O. shall only be deemed to be liable if written reservations have been issued within a period of 24 hours from the report of
6.9 Refusal or failure by the consignee
In the event the goods are refused by the consignee, and/or in the event of the latter’s failure for any reason, all initial and additional
costs owed and incurred in connection with the goods shall be borne by the Customer and be reimbursed by the Customer if necessary,
upon the firt demand without the benefit of discussion.
6.10 Customs formalities
If customs transactions need to be carried out, the Customer shall protect and hold harmless the T.L.O., in particular when the T.L.O.
acts as customs agent, against any financial consequences arising from erroneous or incomplete instructions, or unusable documents
generally leading to the payment of additional duties and / or taxes, or fines to the respective public authorities.
When requested, the Customer shall provide the T.L.O., within the requested time, with any information in connection with customs
regulations requirements. Failure to provide such information within such time shall cause the Customer to be responsible for any
harmful consequences resulting from such failure in connection with delays, over-charges, damages, etc.
However, since the Customer is responsible of goods quality and / or technical standardization rules, it shall be responsible for providing
the T.L.O. with all documents (tests, certificates, etc.) required by regulations for the circulation of the goods. The T.L.O. shall not be
responsible for any failure by the goods to comply with the said quality or technical standardization rules.
The T.L.O. acting as customs broker clears the goods as agent, in the name and on the behalf of the Customer, unless otherwise instructed
and agreed by the T.L.O.
Article 7 – LIABILITY
7.1 Liability for substituted parties’ actions
The liability of the T.L.O. is limited to the liability incurred by its sub-contractors, or substituted parties, within the scope of the operation
entrusted to the T.L.O.. When the liability limitations of the sub-contractors or substituted parties are unknown or do not result from
mandatory or legal provisions, they shall be deemed to be identical to those stipulated in article 7.2 below.
7.2 Personal liability of the T.L.
The personal liability of the T.L.O. should be engaged in case of proved personal fault only and shall not exceed, for whatever reason,
the below limitations:
• For damage or loss sustained during road carriage, to the sum of €23.00 per kilo of missing or damaged goods with a maximum of
€750.00 per parcel, irrespective of the weight, nature and size and to a maximum of €8,000.00 per shipment;
• For damage or loss sustained during sea transport, to the sum of €2.50 per kilo of missing or damaged goods with a maximum of
€8,000.00 per shipment;
• For damage or loss sustained during air transport, to the sum of €23.60 per kilo of missing or damaged goods with a maximum of
€750.00 per parcel, irrespective of the weight, nature and size and to a maximum of €8,000.00 per shipment;
• For damage or loss sustained during handling and stevedoring services, to the sum of €2.50 per kilo of missing or damaged goods
with a maximum of €1,500.00 per parcel or unit, except for bulk commodities where the maximum compensation in this last case
shall not exceed the sum of €8,000.00 per shipment, regardless of the number of parcels or units;
• For damage or loss sustained during any or all other services, in particular, but not limited to, customs, transit or storage, to the sum
of €8,000.00 per incident.
The liability exemptions applies to all measuress against T.L.O, whether the action are based on contractual or non-contractual liability.
Concerning bags handling operations, the principal hereby expressly accepts a normal loss in transit (shrinkage) of 0.8% of the tonnage
unloaded, or a rate admitted by port custom if superior, which apply from vessel to under tackle and/or delivered stowed to warehouse
and for which the operator shall not be held liable. In no any case shall the liability of the T.L.O. exceeds the abovementioned amounts.
7.3 Delays and other damages
For any and all other damage (including the damage caused by a delay in the performance of the services), the liability of the T.L.O. shall
be limited to the transport cost of the goods with a maximum of €8,000.00 per shipment. The liability of the T.L.O. shall be engaged
for the losses that have arisen from a delay in the performance of the services provided that a specific time frame was agreed by the
Customer and the T.L.O. for the completion of the services.
7.4 Damages to vessel or other means of transport
Regarding any or all damage to the vessel or to other means of transport which is due to the service performed by the T.L.O. and for any
or all direct/indirect consequences resulting therefrom, the T.L.O’s liability shall be strictly limited to the sum of €35,000.00 per event
and/or accident. The liability of the T.L.O. can only be sought for damage to the vessel or to the other means of transport and for any or
all consequences which might result therefrom if the following terms and conditions are met:
• The Customer must notify the T.L.O. in writing of the visible damage within a maximum period of 48 hours from the date on which
it was sustained and of the non-visible damage at the latest on the date to which the performed services ended and in all events
within a period of 48 hours from the date the said damage is discovered, requesting it to appoint a surveyor to determine the
causes of the damage;
• The joint survey of the damage between the Customer, the crew and the T.L.O. must take place before the departure of the vess el
from the place where the services were performed by the T.L.O.;
• The Customer must notify the T.L.O. in writing of the date and place of the repairs at the latest 15 days before they are due to
commence and suggest that if any appropriate verifications are to be carried out they should be done by a surveyor. The liability of
the T.LO. for damages modifying the class condition or seaworthiness and forcing the Customer to have temporary repairs carried
out before the sailing of the vessel shall be sought only after the nature of the damage has been ascertained and confirmed by the
class surveyor designated by the master.
7.5 Plurality of limitations
The limitations stipulated in this article shall not exclude the enforcement of legal provisions which are more favorable for the T.L.O..
Furthermore, in the context of stevedoring or handling services, the limitations stipulated in this article shall not exclude the enforcement
of compensation limitations provided in the bill of lading that might be more favorable for the T.L.O.
In all cases where the T.L.O’s personal liability should be engaged for any reason and in any way whatsoever, it shall be exempted if the
loss or the damage results from:
• Any event of force majeure (irrestible, external and impredictable…)
• An inherent defect of the goods;
• Any action, error or omission of the Customer
During the performance of the operation entrusted to the T.L.O., in all cases where its liability should be engaged, for any reason and in
any way whatsoever, the T.L.O. may rely on any exemption cause that the substituted parties may benefit from.
All quotations given, all occasional price offers provided, as well as general price lists, are established and / or publishe d based on the
above- mentioned liability limitations (7.1 and 7.2).
7.8 Value or insurance declaration
Before any goods or documents are entrusted to the T.L.O., the Customer shall have the opportunity to notify to the T.L.O. a written
statement of the value of the goods which, when accepted by the T.L.O., results in substituting the amount stated in such statement
for the compensation referred to in Article 7.1 and 7.2. For such statement of the value of the goods, the Customer shall be invoiced
an extra price.
The Customer may also instruct the T.L.O., in accordance with Article 4 (Goods insurance), to take out insurance on its behalf, in exchange
for the settlement of the respective premium, and by indicating risks to be covered and values to be insured. The instructions (declaration
of value or insurance) shall be renewed for each operation.
7.9 Special interest in delivery
Before any goods or documents are entrusted to the T.L.O, the Customer shall have the opportunity to make a statement of special
interest in delivery which, set by itself and accepted by the T.L.O., results in substituting the amount of such statement for the
compensation provided by the Articles 7.1 and 7.3. Such a declaration shall result in an extra price. Such instructions should be renewed
for each operation.
7.10 Consequential damages
THE T.L.O. SHALL NOT BE LIABLE IN RESPECT OF ANY CONSEQUENTIAL DAMAGES WHATSOEVER, SUCH AS, BUT NOT LIMITED TO, LOSS OF
PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF CONTRACT OR LOSS OF BUSINESS.
Article 8 – SPECIAL TRANSPORT
For special transports (transport in tanks, transport of indivisible items, transport of perishable goods at controlled temperature,
transport of live animals, transport of vehicles, transport of goods subjected to special regulations, including transport of hazardous
goods, etc.), the T.L.O. provides the shipper with suitable equipment under the conditions as set by the Customer in advance and
accepted by the T.L.O.
Article 9 – PAYMENT TERMS
All invoices and/or pro-forma issued by the T.L.O. shall be payable cash upon receipt, with no discount, at the place where the invoice
and/or the pro-forma were issued. Unless otherwise agreed between the parties, the pro-forma invoice must be settled in full as a prefunding
prior to the beginning of the services. The Customer always guarantees the settlement thereof. Unauthorized deduction of the
alleged amount of damage from the price of the services owed is forbidden.
If payment terms are granted, they shall not exceed thirty days as from the date of issuance of the invoice, for all services performed by
the T.L.O. acting in any capacity whatsoever. Any partial payment on the agreed term shall be applied firstly to the unsecured fraction of
the claim. Failure to pay any single term shall result, with no formality whatsoever, in an event of default, and the balance shall become
immediately payable even in the event of commercial paper acceptance. Penalties shall be automatically applied should outstanding
amounts be paid after the agreed payment date. Such penalties shall be applied in full without prior notice or reminder. The due date of
payment and the interest rate are indicated on the invoice. Failing that, the penalty shall be equivalent to 1,5% of the overdue amount
per month. If the late payment interest rate applied by the
T.L.O. would contravene mandatory provisions of the applicable law (as per the article 14 below), the maximum interest rate provided
by the applicable law shall prevail.
Article 10 – CONTRACTUAL LIEN RIGHT/ A RIGHT OF RETENTION
10.1 Whatever the capacity in which the T.L.O. acts, the T.L.O. has a general and a particular lien on all goods, valuables and documents
entrusted by the Customer, in its possession, custody or control, for all sums owed to the T.L.O., regardless of whether or not the goods
relate to the sums due. All costs relating to the exercise of such lien shall be borne by the Customer. INCLUDING INTEREST FOR DELAYS.
10.2 If the lien is not satisfied within a reasonable period, the T.L.O. shall be entitled to sell or dispose of all or part of the goods, valuables
or documents held under lien, at least thirty (30) days after having given written notice to the Customer. The T.L.O. is entitled to withhold
the proceeds of the sale in satisfaction of the sums due by the Customer.
Article 11 – TIME BAR
The T.L.O. shall have no liability to the Customer for any claim whatsoever unless proceedings have been instituted within one year of the
completion date of the disputed services, or the date of the customs’ adjustment notification for duties and taxes collected afterwards.
Article 12 – CONTRACT TERM AND TERMINATION
12.1 In the event the Customer and the T.L.O. enter into an open-ended contract formalizing lasting relations that the parties wish to
establish, the contract may be terminated at any time by either party by registered mail subject to one month notice when the time
elapsed since the commencement of the performance of the contract does not exceed six months. Such notice is increased to two
months when such time exceeds six months and is under one year. When the relationship has lasted for more than one year, the notice
time is increased to three months, plus one month per year of continuous relations after the two year period, not exceeding a period of
12.2 During the notice time the parties agree to maintain the balance of the contract.
12.3 In the event of serious or repeated proven breaches by any of the parties in the performance of its obligations, the non-defaulting
party shall send the defaulting party a motivated injunction by registered mail with receipt confirmation. In the event that injunction is
unsuccessful for one month, during which period the parties may attempt to negotiate, the contract shall be terminated without notice
or compensation by registered mail with receipt confirmation acknowledging the failure of the negotiation attempt.
12.4 All claims pertaining to the above provisions shall be time barred within one year in accordance with the provisions of abovementioned
article 11 (”TIME BAR”).
Article 13 – CANCELLATION – INVALIDITY
Should any of the provisions of these General Terms and Conditions be found invalid or cancelled, all other provisions shall remain in
full force and effect.
Article 14 – JURISDICTIONAL CLAUSE
The present General Terms and Conditions shall be governed by the law of the place where the T.L.O. has its registered office. Any dispute
or complaint that arises from the services provided by the T.L.O. shall be submitted to the jurisdictions of the place where the T.L.O. has
its registered office, even in case of plurality of defendants or third party actions. The T.L.O. reserves the right to institute proceedings
against the Customer before the jurisdictions of the place where the Customer has its registered office or place of business.