GENERAL SALES CONDITIONS
Article 1 – PURPOSE AND SCOPE OF APPLICATION
The purpose of these general terms and conditions is to govern the contractual relationship between an order giver and ELWOOD TRANSPORT, in respect of any commitment or operation whatsoever in regards to any physical transport, by any kind of transport, and/or the physical or legal management of merchandise and goods circulation, whether packaged or not, from any source and for any destination and/or in connection with the management of any materialized or dematerialized information.
These general terms and conditions take precedence over any other general or special terms and conditions issued by the order giver.
In the event of special conditions agreed with the order giver, and in the absence of such conditions, the general conditions shall continue to apply.
Article 2 OBLIGATIONS OF THE ORDER GIVER
2.1 -Reporting obligations: Information and documents to be supplied by the order giver.
In order to have a proper organization of transport and within a timeframe compatible therewith, the order giver should provide Elwood, in writing or by any electronic means of data transmission and storage, all the information necessary for each shipment .
The order giver is liable for all consequences of failure to comply with the obligation to inform and declare the exact nature and specific characteristics of the goods when the latter requires special provisions, particularly in view of its value and/or the covetousness it is likely to arouse, its dangerousness or fragility.
This obligation to provide information also applies to the declaration of the gross mass of a container or of each package delivered in accordance with the 1974 SOLAS Convention. The order giver is reminded of the importance of declaring the exact weight. In the event of false declaration or error, the order giver may be called upon to pay fines in full.
Furthermore, the customer expressly undertakes not to hand over to Elwood any goods that are illicit or prohibited goods (counterfeit products, narcotics, etc.).
The ordering party alone shall bear, without recourse against Elwood, the consequences, whatever they may be, resulting from erroneous, incomplete, inapplicable or late provided late, including the information required for the transmission of any declaration required by customs regulations, in particular for the transport of goods from third from third countries.
2.2-packaging and labeling
The goods must be treated, packaged, marked or countermarked in such a way as to withstand transport and/or storage operations carried out under normal conditions, as well as the successive handling operations which necessarily occur during these operations.
It must not constitute a danger for drivers or handling personnel, the environment, transport equipment, other goods transported or stored, vehicles or third parties.
The order giver is solely responsible for the choice of packaging and its suitability for transport and handling.
2.2.2 Labeling: Each package, each merchandise must be clearly labelled to enable immediate and unequivocal identification of the sender, recipient, place of delivery and nature of the goods. The information on the labels must correspond to the one on the transport document. Labeling must also comply with all applicable regulations, in particular those relating to hazardous products.
2.2.3- Liability: The order giver is liable for all missing, insufficient or defective packaging, wrapping, marking or labeling and the consequences of them. In Should the customer entrust goods to us in contravention of the aforementioned provisions, the goods will be transported at the risk and peril of the customer, and Elwood will be released from all liability.
2.3 -Sealing: Trucks, semi-trailers, crates, containers, once completed and loaded, are sealed by the shipper himself or by his representative.
2.4- Provisions: In the event of loss, damage, breakage, or in the event of delay, it is the consignee or the receiver’ responsibility to make significant and sufficient observations, to make reasonable reservations and in general to perform all acts useful for the preservation of recourse and to confirm said reservations in the forms and within the legal time limits, failing to do so means no action may be brought against ELWOOD TRANSPORT or its substitutes.
2.5-Refusal or default by the consignee: In the event of refusal of the goods by the consignee, or in the event of default by the consignee for any reason whatsoever, all initial and additional costs due and incurred on behalf of the goods shall remain payable by the order giver.
2.6- Customs formalities: If customs formalities have to be carried out, the order giver guarantees the customs representative against all financial consequences arising from erroneous instructions, inapplicable documents, etc., generally leading to the assessment of additional duties and/or taxes, blocking or seizure of the goods, fines, etc., by the administration concerned.
In the event of customs clearance of goods benefiting from a preferential regime concluded or granted by the European Union, the order giver guarantees to have taken all necessary steps within the meaning of customs regulations to ensure that all conditions for processing under the preferential regime have been met.
At ELWOOD TRANSPORT’s request, the ordering party must provide the latter, within the required timeframe, with any information requested under customs regulations. Failure to provide such information within this time limit shall render the ordering party liable for all prejudicial consequences of this failure, including delays, additional costs, damage, etc.
However, since the rules governing the quality and/or technical standardization of goods are the sole responsibility of the ordering party, it is the latter’s responsibility to provide ELWOOD TRANSPORT with all documents (permits, certificates, etc.) required by regulations for their circulation.ELWOOD TRANSPORT shall not be held liable for the non-conformity of goods with said quality or technical standardization rules.
The customs representative clears under the direct representation mode, in accordance with Article 18 of the Union Customs Code.
2.7- Cash on delivery: The stipulation of cash on delivery does not constitute a declaration of value and therefore does not modify the rules governing compensation for loss and damage as defined in article 6 below.
Article 3 – MERCHANDISE INSURANCE
No insurance shall be taken out by ELWOOD TRANSPORT without a written and repeated order from the ordering party for each shipment, specifying the risks to be covered and the values to be guaranteed.
If such an order is given, ELWOOD TRANSPORT acting on behalf of the ordering party, shall take out insurance with an insurance company that is known to be solvent at the time of coverage. In the absence of precise specifications, only ordinary risks (excluding war and strike risks) will be insured.
In this specific case, ELWOOD TRANSPORT acts as an agent and cannot be considered as an insurer under any circumstances. The conditions of the insurance policy are deemed to be known and accepted by the shippers and consignees, who bear the cost. An insurance certificate will be issued if requested.
Article 4 – SERVICE PRICES
4.1- Prices are calculated on the basis of information provided by the order giver, taking into account the services to be performed, the nature, weight and volume of the goods to be transported and the routes to be taken. Quotes are based on currency rates at the time the quote is given. They are also based on the conditions and rates of third parties, as well as applicable laws, regulations and international conventions. Should one or more of these basic elements be modified after the quote has been issued, including by ELWOOD TRANSPORT’s substitutes, in a manner enforceable against the latter, and upon proof provided by the latter, the prices originally quoted shall be modified under the same conditions. The same shall apply in the event of an unforeseen event of any kind, leading in particular to an amendment in one of the elements of the service.
4.2- Prices do not include duties, taxes, fees and charges due in application of any regulation, specifically imposable or customs.
4.3- Prices initially agreed are renegotiated at least once a year.
4.4- In the event of late cancellation / modification by the customer of all or part of the service all or part of the quoted service, the freight forwarder and/or customs agent and/or customs
agent will re-invoice the costs incurred plus 40% to the euro. Any late cancellation/ modification, any partial or / and total modification and/or cancellation sent to Elwood less than 48 hours before the start of the service.
Article 5 – PERFORMANCE OF SERVICES
Any departure and arrival dates communicated by ELWOOD TRANSPORT are provided for information purposes only. The order giver is responsible for giving ELWOOD TRANSPORT the necessary and precise instructions in a timely manner for the performance of transport services and supplemental services and/or logistics services.
ELWOOD TRANSPORT is not obligated to check the documents (commercial invoice, packing note, etc.) provided by the ordering party.
Any specific delivery instructions reimbursement, declaration of value or insurance, special interest in delivery, etc.) must be the subject of a written order repeated for each shipment and expressly accepted by ELWOOD TRANSPORT.
Article 6 – LIABILITY
In the event of a proven loss attributable to ELWOOD TRANSPORT, the latter shall only be liable for damages that could have been foreseen at the time the contract was concluded and which only include what is an immediate and direct consequence of the non-performance within the meaning of articles 1231-3 and 1231-4 of the French Civil Code.
These damages are strictly limited in accordance with the amounts set out below.
These limitations of compensation set forth below constitute the counterpart of the liability assumed by ELWOOD TRANSPORT.
6.1-Substitute liability: ELWOOD TRANSPORT’s liability is limited to that incurred by substitutes in connection with the operation entrusted to it. In the event that the limits of indemnification of the subcontractors are not known, do not exist or do not result from mandatory provisions, they are deemed to be identical to those set out in article 6.2 below.
6.2- Personal liability
6.2.1- Losses and damages: In all cases where the personal liability of ELWOOD TRANSPORT is engaged, for whatever reason and in whatever capacity, it is strictly limited, to all damage of the goods attributable to any operation as a result of loss and damage and for all consequences that may result therefrom, to 14. 00€ per kilogram of gross weight of missing or damaged goods without exceeding, 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 2.300.00€ with a maximum of 50.000.00€ per event.
6.2.2- Other damages: For all other damages, including duly noted delays in delivery, in the event that ELWOOD TRANSPORT is held personally liable, the compensation due by ELWOOD TRANSPORT is strictly limited to the price of transporting the goods (excluding
duties, taxes and miscellaneous expenses) or to the price of the service covered by the contract which caused the damage. This indemnity shall not exceed the one due in the event of loss or damage of the goods.
6.2.3- Customs liability: The liability of ELWOOD TRANSPORT for any customs or indirect taxation operation carried out by it or its subcontractors shall not exceed the sum of 5,000.00 per customs declaration, without exceeding €50,000.00 per year of adjustment and, in any event, €100,000.00 per notification of adjustment.
6.3- Quotations: All quotes given, all specific quotes provided, as well as general price lists are drawn up and/or published taking into account the above limitations of liability (6.1 and 6.2).
6.4- Declaration of value or insurance: The order giver has always, the option of subscribing to a declaration of value which, if fixed by him and accepted by ELWOOD TRANSPORT, has the effect of substituting the amount of this declaration for the capped indemnity, indicated above (Articles 6.1 and 6.2.1). This declaration of value will entail an additional cost.
The order giver may also instruct ELWOOD TRANSPORT, in accordance with Article 3 (Insurance of goods), to take out insurance on his behalf, against payment of the corresponding premium, specifying the risks and values to be covered.
Instructions (declaration of value or insurance) must be renewed for each operation.
Article 7 – PAYMENT TERMS
7.1- Services are payable on receipt of the invoice, without discount, in any event within a period not exceeding 30 days from the date of issue. The order giver is always the responsible party for payment of the invoice. In accordance with article 1344 of the French Civil Code, the debtor is deemed to have been given notice to pay by the mere fact that the obligation is due and payable.
7.2- Unilateral payment of alleged damages against the price of services due is prohibited.
7.3- Any delay in payment shall automatically give rise, on the day following the payment date shown on the invoice, to the payment of interest on arrears in an 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 terms and conditions defined in article L.441-6 paragraph 12 of the French Commercial Code, as well as a flat-rate indemnity for collection costs in the amount of 40.00€ in accordance with article D.441-5 of the French Commercial Code
Article 8 – CONVENTIONAL RIGHT OF RETENTION AND CONVENTIONAL RIGHT OF PLEDGE
8.1- Regardless of the capacity in which ELWOOD TRANSPORT acts, the ordering party expressly acknowledges that it has a contractual right of retention, enforceable against all parties, and a contractual right of pledge on all goods, securities and documents in ELWOOD
TRANSPORT’s possession, as security for all claims (invoices, interest, expenses incurred, etc.) that ELWOOD TRANSPORT holds against it, even prior to or unrelated to the transactions carried out with respect to the goods, securities and documents actually in its hands.
8.2- In connection with the exercise of the right of retention and for its entire duration, Elwood charge the customer a retention fee of 75 euros per day of retention and per package of 100 kg. Additional costs for storage and late fees may occur.
Article 9 – PRESCRIPTION
All actions to which the contract concluded between the parties may give rise, whether for principal or accessory services, are time-barred within a period of one year from the performance of the disputed service under the said contract and, as regards duties and taxes recovered a posteriori, from the notification of the adjustment.
Article 10 – DURATION OF CONTRACT AND TERMINATION
Should any of the provisions of these General Terms and Conditions of Sale be declared null , void or deemed unwritten, all other provisions shall remain as is.
Article 11 – CANCELLATION – INVALIDITY
In the event of litigation or dispute, the Montpellier Commercial Court shall have sole jurisdiction, even in the event of multiple defendants or warranty claims.
The present General Terms and Conditions of Sale come into force on June 1, 2023 (first of June two thousand and twenty three).