ESI and its subsidiaries
General Terms and Conditions of Sale

All services are carried out in accordance with our General Terms and Conditions of Sale, and the General Terms and Conditions of Sale “TLF” (Fédération des Entreprises de Transport et de Logistique de France). Copies available on request.

Article 1 – PURPOSE AND SCOPE

The purpose of these conditions is to define the procedures for execution by the agencies and subsidiaries of the ESI group, hereinafter referred to as “Transport and/or Logistics Operator”, “OTL” or “ESI”, in any capacity whatsoever (air freight agent, shipping agent, freight broker, transport agent, warehouseman, agent, handler, licensed or unlicensed customs clearing service provider, freight forwarder, carrier, packer etc…), activities and services relating to the physical movement of consignments and/or the management of flows of goods, whether packaged or not, of all kinds, from all sources, to all destinations, at a freely agreed price ensuring fair remuneration for the services rendered, both in the internal regime and in the international regime.

Any commitment or operation whatsoever with the “Transport and/or logistics operator” constitutes acceptance, without reservation, by the principal of the conditions defined below.

Regardless of the transport technique used, these conditions govern the relations between the principal and “the Transport and/or logistics operator”.
“The transport and/or logistics operator” performs the services requested under the conditions provided in particular in article 7 below.

No particular condition or other general conditions emanating from the client may, unless formally accepted by “the Transport and/or logistics Operator”, prevail over these conditions.

Article 2 – DEFINITIONS

Within the meaning of these General Conditions, the following terms are defined as follows:

2-1. PRINCIPAL

By principal, we mean the party who contracts the service with ESI or its subsidiaries as a transport and/or logistics operator for any reason whatsoever, including notably as a customs broker.

2-2. PACKAGE

Package means an object or a material assembly consisting of several objects, regardless of weight, dimensions and volume, constituting a unit load upon handing over for transport (bin, cage, crate, carton, container, envelope, load, drum, pallet circled or filmed by the client, roll, bag, suitcase, etc…), packaged by the sender before pickup, even if the contents are detailed in the transport document.

2-3. SHIPMENT

By shipment, we mean the quantity of goods, packaging and load carrier included, actually put at the same time, at the disposal of the transport and/or logistics operator and whose move is requested by the same principal for the same recipient from a single loading place to a single unloading place and listed on the same document.

Article 3 – PRICE OF SERVICES

3.1. The prices are calculated on the basis of information provided by the client, taking into account in particular the services to be carried out, the nature, weight and volume of the goods to be transported and the routes to be taken. Quotations are based on the currency rate at the time they are given. They also depend on the conditions and rates of the substituted ones as well as the laws, regulations, and international conventions in force. If one or more of these basic elements were modified after submission of the quotation, including by the substitutes of the T.L.O., in a manner enforceable against it, and on the evidence provided by it, the prices initially given would be modified under the same conditions. It would be the same in case of an unforeseen event, whatever it may be, leading notably to a modification of one of the elements of the service. Is concerned, among other things, the price of fuels whose variation must be taken into account, in accordance with the provisions of Articles L.3222-1 and L. 3222-2 of the Transport Code.

3.2. The prices do not include duties, taxes, fees and charges due in application of any regulation particularly fiscal or customs (such as excise, entry duties, etc…).

3.3. The initially agreed prices are renegotiated at least once a year on the anniversary date of the contract. They are also revised in the event of significant variations in the costs of the T.L.O. which are most often related to conditions external to the T.L.O., such as notably the price of fuels as stated in the previous paragraph (3.1.). If the parties are unable to agree on new pricing terms, either of them may terminate the contract under the conditions set out in Article 12 below.

Article 4 – GOODS INSURANCE

No insurance is taken out by the O.T.L. without a written and repeated order from the client for each shipment, specifying the risks to be covered and the values to be guaranteed.

If such an order is given, the T.L.O., acting on behalf of the Principal, shall take out insurance with a reputable insurance company at the time of coverage. In the absence of precise specifications, only ordinary risks (excluding war and strike risks) will be insured.
Intervener, in this specific case, as agent, the T.L.O. cannot be considered in any way as insurer. The conditions of the policy are deemed to be known and agreed upon by the consignors and consignees who bear the cost thereof. A certificate of insurance will be issued, if requested.

In addition, it is specified that with regard to the goods and merchandise entrusted to the OTL for storage/warehousing services present on the premises of the OTL or present on the premises of substitutes of the OTL, the Client undertakes to take out on its own behalf all insurance covering in particular the risks of fire, explosion, lightning, natural disaster, storm, water damage, electrical damage and burglary (and additional risks of the APSAD P13Bis form) capable of damaging his goods and merchandise.

The Instructing Party accordingly undertakes to waive and obtain from its insurers and any owner of the goods and merchandise hereunder above mentioned, that they waive any recourse which they would be entitled to exercise against the OTL and its insurers in case of occurrence of a claim stipulated above.

Finally, as mentioned in the previous paragraph, insurance may be taken out, subject to a written and repeated order from the client specifying for each storage/warehousing service the risks to be covered and the values to be guaranteed. The conditions of the policy are deemed to be known and approved by the client who bears the cost.

Article 5 – PERFORMANCE OF SERVICES

The departure and arrival dates possibly communicated by the T.L.O are purely indicative. The instructing party is required to give the TLO the necessary and precise instructions in good time for the execution of transport services and ancillary services and/or logistical services. TheO.T.L. does not have to check the documents (commercial invoice, packing note, etc…) provided by the client. All specific delivery instructions (cash on delivery, etc…) must be the subject of a written and repeated order for each shipment, and the express acceptance of the T.L.O.
In any event, such a mandate only constitutes the accessory of the main service of transport and/or logistics.

Article 6 – OBLIGATIONS OF THE PRINCIPAL

6.1. PACKAGING AND LABELLING:

6.1.1. packaging:

The goods must be packed, packaged, marked or counterarched in such a way as to withstand transport and/or storage operations carried out under normal conditions, as well as the successive handling which necessarily takes place during these operations.

It must not constitute a cause of danger for driving or handling personnel, the environment, the safety of transport equipment, other transported or stored goods, vehicles or third parties.
The client is solely responsible for the choice of packaging and its ability to withstand transport and handling.

In the event that the instructing party entrusts goods to the T.L.O in violation of the aforementioned provisions, it will be held solely liable without recourse against the T.L.O for any damages of any nature they may cause.

6.1.2. Labelling:

On each package, object or carrier, clear labelling must be carried out to allow immediate and unambiguous identification of the consignor, the consignee, the place of delivery and the nature of the goods. The particulars on the labels must correspond to those appearing on the transport document.

6.1.3. responsibility:

The instructing party shall be liable for all consequences of an absence, inadequacy or defect in the packaging, wrapping, marking or labelling.

6.2. SEALING:

Full trucks, semi-trailers, swap bodies, containers, once loading operations are completed, must be sealed by the loader himself or by his representative.

6.3. DECLARATIVE OBLIGATIONS:

The client is liable for all the consequences of a failure to comply with the obligation to provide information and declaration on the highly accurate nature and specificity of the goods when the latter requires special provisions, having regard in particular to its value and/or the lusts it is likely to arouse, its dangerousness or its fragility. Furthermore, the client expressly undertakes not to hand over to the T.L.O any illegal or prohibited goods (e.g. counterfeit products, narcotics, etc.).

The instructing party alone bears, without recourse against the T.L.O., the consequences whatever they may be, resulting from erroneous statements or documents, incomplete, inapplicable, or provided late, includes the information necessary for the transmission of any summary declaration required by customs legislation, in particular for the transport of goods from third countries.

6.4. RESERVES:

In the event of loss, damage or any other damage to the goods, or in case of delay, it is the responsibility of the recipient or receiver to make regular and sufficient findings, to make precise and reasoned reservations and in general to perform all acts useful for the preservation of remedies and to confirm said reservations in the forms and legal deadlines, failing which no action in warranty can be exercised against the T.L.O or its substitutes.

6.5. REFUSAL OR FAILURE OF THE RECIPIENT:

In case of refusal of the goods by the consignee, as well as in case of default of the latter for any reason whatsoever, all initial and additional costs due and incurred on behalf of the goods shall remain at the expense of the client.

6.6. CUSTOMS FORMALITIES:

Si des opérations douanières doivent être accomplies, le donneur d’ordre garantit le commissionnaire en douane de toutes les conséquences financières découlant d’instructions erronées, de documents inapplicables, etc. entraînant d’une façon générale liquidation de droits et/ou de taxes supplémentaires, amendes, etc.de l’administration concernée.

In the event of customs clearance of goods benefiting from a preferential regime concluded or granted by the European Union, the client guarantees that he has taken all necessary steps within the meaning of the provisions of the Community Customs Code to ensure that all conditions for the treatment of preferential regime have been met.

The client must, upon request from the T.L.O., provide to the latter, within the required timeframe, all information that is requested of it under the requirements of customs regulations. The non-provision of this information within this period has the effect of making the client liable for all the detrimental consequences of this failure in terms of delays, overcosts, damages, etc.
However, as the rules of quality and/or technical standardization of goods are solely the responsibility of the client, it is up to him to provide the T.L.O. with all documents (tests, certificates, etc.) required by regulation for their circulation. The T.L.O does not incur any liability as a result of the non-compliance of the goods with said rules of quality or technical standardization.
The licensed customs agent shall clear under direct representation mode, in accordance with article 5 of the Community Customs Code.

Article 7 – RESPONSABILITY

7.1. RESPONSIBILITY FOR THE ACT OF SUBSTITUTES:

The liability of the OTL is limited to that incurred by the substituted persons in connection with the operation entrusted to it. Where the limits of compensation for intermediaries or substitutes are not known or do not result from mandatory or statutory provisions, they shall be deemed to be identical to those laid down in Article 7.2. below.

7.2. PERSONAL RESPONSIBILITY OF THE TRANSPORT AND/OR LOGISTICS OPERATOR (THE T.L.O):

The compensation limitations indicated below constitute the counterpart of the responsibility assumed by the T.L.O.

7.2.1. – Losses and damages:

In the event that the T.L.O’s personal liability is incurred, for any reason and on any grounds whatsoever, it is strictly limited:

2.1.a) – for all damage to the goods attributable to the transport operation as a result of loss and damage and for all consequences that may result from it, to the compensation ceilings set in the legal or regulatory provisions in force applicable to the transport concerned.
2.1.b) – for damage to the goods attributable to a storage/warehousing operation, as a result of loss and damage and for all the consequences that may result from it, to
14 Euros per kilogram of gross weight of missing or damaged goods without being able to exceed, whatever the weight, volume, dimensions, nature or value of the goods concerned, 2300 EUR per package and a maximum of 50,000 EUR per event.
In addition, it is specified that any storage/warehousing operation is subject to the handing over of an entry voucher or the signing of a deposit contract upon taking over of the goods.
Passage at the quay, as part of a transport operation, does not become a storage/warehousing service unless said documents are drawn up.
2.1.c) – in all cases, where the damage to the goods or any consequences that may result from it are not due to the transport operation or the storage/warehousing operation, at 14 euros per kilogram of gross weight of missing or damaged goods without being able to exceed, whatever the weight, volume, dimensions, nature or value of the goods concerned, a sum greater than the product of the gross weight of the goods expressed in tons multiplied by 2,300 euros with a maximum of 50,000 euros per event.

7.2.2. – Other damages:

For all damages resulting from the duly noted delivery delay, in case his personal liability is incurred, the compensation due by the T.L.O is strictly limited to the price of transport of the goods (excluding duties, taxes and miscellaneous costs), or that of the service at the origin of the damage, subject of the contract. In no case may this compensation exceed that which is due in the event of loss or damage to the goods.
For all damages resulting from a breach in the performance of a service (notably customs clearance service, logistics service…), subject of the contract, the personal liability of the T.L.O., in case its personal liability is engaged, is strictly limited to the price of the service causing the damage without being able to exceed a maximum of 50,000 euros per event.
In no case shall the liability of O.TL. exceed the amounts set above.

7.3. QUOTATIONS:

All quotations given, all one-off price offers provided, as well as general tariffs are established and/or published taking into account the limitations of liability set out above (7.1. and 7.2.)

7.4. DECLARATION OF VALUE OR INSURANCE:

The instructing party always has the option of subscribing a value declaration which, established by him and accepted by the T.L.O, substitutes the amount of this declaration for the indemnity ceilings indicated above (Article 7.1. and 7.2.1.). This value statement will result in a price supplement.
The instructing party may also give instructions to the T.L.O., in accordance with Article 4 (Insurance of Goods), to take out insurance on its behalf, subject to payment of the corresponding premium, specifying the risks to be covered and the values to be guaranteed.
The instructions (declaration of value or insurance) must be renewed for each operation.

7.5. SPECIAL INTEREST IN THE DELIVERY:

The instructing party always has the option to make a declaration of special interest in delivery which, set by him and accepted by the T.L.O., has the effect of substituting the amount of this declaration for the indemnity ceilings indicated above (articles 7.1 and 7.2.2).
This declaration will result in a price surcharge. The instructions must be renewed for each operation.

Article 8 – SPECIAL TRANSPORT

For special transport (transport in tanks, transport of indivisible objects, transport of perishable goods under controlled temperature, transport of live animals, transport of vehicles, transport of goods subject to special regulations, including the transport of dangerous goods, etc…) theO.T.L. makes available to the sender an adapted material under the conditions that will have been previously defined by the client.

Article 9 – PAYMENT CONDITIONS

9.1. The services are payable in cash upon receipt of the invoice, without discount, at the place where they were issued. The client is always responsible for their payment. The unilateral imputation of the amount of the alleged damages on the price of the services due is prohibited.

9.2. If payment periods are agreed, they may in no case exceed the number of days from the date of issue of the invoice for all services performed by freight forwarders and road hauliers, as well as for all those carried out by maritime and/or air freight agents, by customs brokers, by cargo brokers and by freight forwarders in accordance with the provisions of Article L.441-6 of the Commercial Code.

9.3. Any delay in payment automatically leads, on the day following the settlement date indicated on the invoice, the chargeability of late payment interest in an amount equivalent to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points in accordance with the provisions of Article L 441-6 of the French Commercial Code, as well as a lump sum compensation for recovery costs of 40 euros in accordance with Article D 441-5 of the French Commercial Code, and this without prejudice to any possible compensation under the conditions of common law for any other damage resulting from this delay.

9.4. Any partial payment, on the agreed due date, will be charged in the first instance to the unprivileged part of the claims. The non-payment of a single due date will carry without formality the forfeit of the term, the balance becoming immediately payable even in case of acceptance of effects.

Article 10 – CONVENTIONAL PLEDGE RIGHT

Whatever the nature in which the T.L.O intervenes, the client expressly acknowledges to it a conventional right of pledge entailing a general and permanent right of retention and preference on all goods, values and documents in the possession of the transport operator, and this as security for all the claims (invoices, interest, costs incurred, etc…) that the T.L.O holds against it, even if they are prior to or foreign to the operations carried out with regard to the goods, values and documents that are actually in its hands.

Article 11 – PRESCRIPTION

All actions to which the contract concluded between the parties may give rise are prescribed within one year from the execution of the disputed service of said contract and in matters of duties and taxes recovered retrospectively from the notification of the reorganization.

Article 12 – DURATION OF THE CONTRACT AND TERMINATION

12.1. In the case where a contract of indefinite duration is concluded between the principal and the T.L.O. which seals lasting relations that the parties wish to establish between themselves, this contract may be terminated at any time by either party by sending a registered letter with acknowledgment of receipt subject to one month’s notice when the time already elapsed since the beginning of the execution of the contract is not more than six months. The notice period is increased to two months when this time is greater than six months and less than one year. When the duration of the relationship is greater than one year, the notice period is increased to three months, to which is added one month per year of relationships followed beyond the two-year period, without being able to exceed a period of six months.
12.2. During the notice period, the parties undertake to maintain the economy of the contract.
12.3. In the event of proven serious or repeated breaches by one of the parties of its commitments and obligations, the other party is required to send it a reasoned notice by registered letter with acknowledgment of receipt. If this remains without effect within a period of one month, during which the parties may attempt to reach agreement, the contract may be definitively terminated, without notice or compensation, by registered letter with acknowledgment of receipt acknowledging the failure of the negotiation attempt.
12.4. All actions relating to the above provisions are prescribed within one year in accordance with those referred to in Article 11 mentioned above (Prescription).

Article 13 – CANCELLATION – INVALIDITY

In the event that any provision of these General Terms and Conditions of Sale is declared void or deemed unwritten, all other provisions shall remain applicable.

Article 14 – JURISDICTION CLAUSE AND APPLICABLE LAW

In case of dispute or contestation, only the Courts of the Head office of the Transport and/or Logistics Operator are competent, even in case of plurality of defendants or warranty claims.

In case of dispute or contestation, French law is applicable.