Terms and Conditions of Sale for transport and logistics services provided by CMA CGM LOGISTICS

Article 1 – Purpose and Scope of Application

These Terms & Conditions apply to any activity or service related to physical shipping and/or trade of goods performed by CMA CGM LOGISTICS, whether wrapped or not, of any nature, of any origin, to any destination, for any freely-negotiated price ensuring a fair remuneration of the services provided, within the country or internationally.

These Terms and Conditions also apply to services that are related to the operations of storage or warehousing linked to a commissioning/forwarding contract and which are additional to the main service.

Unless otherwise agreed between the parties, any service entrusted to CMA CGM LOGISTICS constitutes acceptance without reservation by the Ordering party of the Terms and  Conditions defined hereafter, which are bound to apply exclusively to relations between the Ordering party and CMA CGM LOGISTICS.

No specific condition and no other Terms and Conditions of the Ordering party shall prevail over these Terms and Conditions, unless it is formally accepted in writing by CMA CGM LOGISTICS.

When needed, these Terms and Conditions not only apply to operations carried out by CMA CGM LOGISTICS, but also to those carried out by CMA CGM AGENCES FRANCE, acting in its capacity of lessee manager of the CMA CGM LOGISTICS business.

Article 2 – Definitions

For these Terms & Conditions, the following terms are hereafter defined:

2-1. Ordering party

« Ordering party » shall mean any party requesting the services of CMA CGM LOGISTICS whether or not it is doing so on its own behalf for its own account or on behalf of another party (the “Ordering Party”).

2-2. Freight forwarder

« Freight forwarder » also called Transport organiser, shall mean any service provider who is free to plan and instructs execution of, under its own responsibility and its own name, the carriage of goods according to ways and means of its choice, on behalf of the Ordering party (the “Freight forwarder”).

2-3. Subcontractor

« Subcontractor » shall mean any service provider involved within the framework of the service entrusted to CMA CGM LOGISTICS and specifically chosen by the latter or by its own Subcontractors, whether it be a subcontracted Freight forwarder, carrier, Forwarding agent, warehouse keeper, stevedore, or other (the “Subcontractor”).

2-4. Customs agent

« Customs agent » shall mean the service provider, acting by virtue of a license issued by Customs Authorities, who performs customs formalities on behalf of an Ordering party. Services may be provided under the name and on behalf of the Ordering party (direct representation) or under the Customs agent’s name and on behalf of the Ordering party (indirect representation). When needed a Customs agent may provide assistance to overcome any difficulties that might arise from the performance of customs formalities (the “Customs Agent”).

2-5. Logistics Operator

« Logistics Operator » shall mean the service provider who plans, executes or orders execution, under its responsibility and in its own name, of any operation designed to manage the physical flow and trade of goods as well as documents or information relating to it, including warehousing, storage, or order processing (the “Logistics Operator”).

2-6. Forwarding agent

« Forwarding agent » shall mean the service provider who performs under the name and on behalf of the Ordering party any service ensuring the transport of a shipment between two distinct locations, according to instructions received. The services performed by a Forwarding agent are governed by the rules of agency (the “Forwarding agent”).

2-7. Package

« Package» shall mean an object or a material set made of several objects, regardless of weight, dimension or volume, that constitutes a single load handed over to CMA CGM LOGISTICS for carriage (tray, cage, crate, box, container, pipe, bundle/cargo freight, pallet wrapped by the Ordering party, roll, etc.), packaged by the Ordering party/shipper before handover, even if its contents are detailed in the carriage document (the “Package”).

2-8. Consignment

« Consignment» shall mean the quantity of goods, including packaging material and container or carrier load, actually placed and made available at the same time to the Freight forwarder, Forwarding agent or Logistics operator, whose movement is requested by the Ordering party for the same recipient, from a single point of loading to a unique discharge location and described on a single document of carriage (the “Consignment”).

Article 3 – Obligations of the Ordering party

The Ordering party is required to timely provide accurate and complete written instructions needed to CMA CGM LOGISTICS for the execution of transport service, ancillary and/or logistics services. CMA CGM LOGISTICS has not obligation to verify or check the documents provided by the Ordering party (commercial invoice, packing list, etc.).

3.1. Ordering Party obligations

The Ordering party is liable for all consequences of absence, failure, inadequate or defective packing, packaging, marking or labelling, as well as a failure to disclose or declare the nature and characteristics of the goods, particularly in relation to dangerous goods.

3.2. Reservations

In case of loss or damage sustained to the Consignment, the cargo, or in case of delay, the notify party or receiver/consignee shall proceed to lawfully and sufficiently record the occurrence, specifying and describing the exact nature of such loss or damage in writing.

The notify party or consignee and or receiving party shall take any steps in order to reserve any rights against any third party responsible for any damage or other inconsistency to the Consignment. Otherwise, it will lose its rights to bring any claim and initiate any legal proceedings against CMA CGM LOGISTICS or its Subcontractors.

3.3. Refusal or failure by the recipient to take delivery of the cargo

In case of refusal of the goods by the recipient or default of the latter for whatever reason to take delivery of the cargo, all the initial and additional costs due and incurred for the goods will remain the responsibility of the Ordering party.

Refusal by the notify party or the recipient/consignee to take delivery of the Goods and/or failure to mitigate any loss or damage thereto, shall constitute a waiver by the recipient/consignee and the notify party to CMA CGM LOGISTICS and its Subcontractor of any claim whatsoever relating to the goods, the Consignment or the transportation service.

3.4. Supply of specific equipment

In case any specific, particular type of equipment is required, it is necessary for the Ordering party to specify and confirm the request for this equipment in writing.

3.5. Wrong or fake documents

The Ordering party will be solely responsible and bear all liability and consequences, whatever they might be, arising from fake, erroneous, incomplete, misleading or inapplicable documents or declarations or document’s late issuing.

3.6. Customs formalities

When the Ordering party entrusts the Customs agent to act on its own behalf with the performance of customs formalities, whatever the representation – direct or indirect – is, the Ordering party will be responsible toward the Customs agent for any consequences including but not limited to financial consequences resulting from any irregularity or breach of any customs rules leading to liquidation of rights and/or additional taxes, penalties, fines, etc. levied, and or requested by the relevant customs administration.

Article 4 – Packaging and labelling of the goods

4.1. Packaging

The Ordering party is responsible for ensuring that the goods are packaged, packed, marked or countermarked, so as to ensure that the carriage and/or storage operations and any other services are performed under normal conditions, and enough to deal with repetitive handling that necessarily takes place during these operations. The goods must not constitute a risk, danger for driving or handling personnel, the environment, the safety of the transport equipment, other goods transported or stored, vehicles, any means use for transportation or third parties.

If the Ordering party releases goods to CMA CGM LOGISTICS that are in violation of the aforementioned terms and conditions, the goods travel at the sole risk of the Ordering party and CMA CGM LOGISTICS are discharged from any liability whatsoever.

4.2. Labelling

On each Package, object or carrier load, clear labelling must be affixed, made by the Ordering party to allow immediate and unambiguous identification of the shipper, consignee, delivery location and nature of the goods.

Labelling must be performed by the Ordering party in application of any law, regulation or international convention in force when the services is performed.

Article 5 – Costs of service provided

Prices are calculated according to the information and declaration provided by the Ordering party, taking into consideration the services to be performed, the nature, weight, volume of the goods, and/or the geographic areas where the service must be performed.

The quoted prices are set according to the relevant exchange rate at the time when the said quoted prices are given. They also take into account quoted rates and costs from the subsidiaries as well as any law, regulation or international convention in force. If one or more of these elements, which are the basis of the calculation, were to be modified after the quoted prices are given, including when it is done by the Subcontractors of CMA CGM LOGISTICS or other party, the original quoted prices will be modified to this extent. The same will apply in situations where any unplanned event give rise to a change in the costs of the service provided.

Costs do not include duties, taxes, fees or taxation due according to any regulation, especially tax or custom regulation (e.g. including but not limited to excise duty, import / export licence fees, etc.).

Article 6 – Execution of the service

Unless otherwise agreed in writing between the parties, the date for the effective performance of the services, and particularly as far as transportation services are concerned, the dates of departure and arrival, are given by CMA CGM LOGISTICS for information purposes only.

CMA CGM LOGISTICS does not undertake that the Goods shall arrive at a place at any particular time or to meet any particular market or use and CMA CGM LOGISTICS shall in no circumstances whatsoever, and however arising be liable for direct, indirect or consequential loss or damage caused by delay as defined below (section 12.2.2.).

Any specific instruction for delivery (cash on delivery etc.) must be made in writing for each shipment, and required the acceptation in writing of CMA CGM LOGISTICS for this service to be taken into account. In any case, such a service is only ancillary to the main carriage and/or logistics service.

Any instruction related to the performance of customs formalities must be made in written form. The Ordering party must provide any information or documentation related to and needed for the customs clearance concerning the nature, characteristics, quantity, value and origin of the goods. A specific contract will be issued, specifying the nature – direct or indirect – of the Customs agent representation.

Article 7 – Special transport

For special transport (tank containers, indivisible items, perishable goods under controlled temperature,  live animals, vehicles, goods subject to special regulation, application, including dangerous goods, etc.) CMA CGM LOGISTICS will make its best effort to provide the Ordering party with the specific equipment which will be required in writing by the Ordering party.

Article 8 – Terms of payment

The provisions of any services, transportation, logistics services and operations, are payable according to the credit terms agreed in writing between the Ordering party and CMA CGM LOGISTICS and in any event, not later than 30 days after the date of issuing of the invoice. The Ordering party is always responsible for the full payment of the Service provided as defined above (Section 5).

The Ordering party shall be responsible for the full payment to CMA CGM LOGISTICS, its agent, representatives, successors or assignees, of the entire amount price due on the agreed date and for its full amount, without possible deduction or set off of any sort. The Ordering party irrevocably agrees to waive any right of set-off between amount due under a contractual or tortious claim, which he has or may have against CMA CGM LOGISTICS and/or its Sub-Contractors, agents, officers, employees or assignees, whether or not the claim is related to the service performed and without prejudice to its right to file such claim subsequently.

According to the provisions of Article L 441-6 & D441-5 of the French Commercial Code, any open balance of account after the invoice’s due date will result in late penalties for a lumpsum amount of EUR 40 and late interest at a rate   equivalent to EURIBOR – 6 months rate plus 10%.

In order to avoid foreclosure, any invoice dispute must be immediately notified to CMA CGM LOGISTICS by registered letter with acknowledgement of receipt within 30 days from the date of issuance of the invoice.

Article 9 – Contractual possessory lien

Regardless in which capacity CMA CGM LOGISTICS is acting, the Ordering party expressly acknowledges that CMA CGM LOGITICS has a contractual possessory lien providing a general, permanent preferential and retention right on all goods, assets, titles and documents in his possession and that this lien guarantees for the total amount of the debt (invoices, interest, costs incurred, claims etc.) that CMA CGM LOGISTICS holds against the Ordering party, including debt prior to or outside  the operations being carried out with regards to the said goods, assets and documents actually under its custody.

The same contractual possessory lien applies to customs agency operations executed by CMA CGM LOGISTICS, its subcontractor, and any situation where a contractual possessory lien may be imposed to CMA CGM LOGISTICS by its Subcontractors and or other Public Authority, Administration, Courts etc.  

Article 10 – Modification during the course of transportation

In case the Ordering party requests a modification of the Service/the current contract, the Ordering party will be responsible for any extra costs arising out of this modification that are   incurred by CMA CGM LOGISTICS. The same will apply when modifications are made by CMA CGM LOGISTICS and or its subcontractor in the interest of the goods.

Article 11 – Insurance of the goods during carriage

No cargo insurance against any risks during transport will be subscribed by CMA CGM LOGISTICS for the benefit of the Ordering party in the absence of any written instruction from the Ordering Party for each repeated shipment. The Ordering party will have to specify in its written request the risks to be covered and the values to be guaranteed and any other information needed for contracting an insurance policy.

If such a written instruction is given and accepted in writing by CMA CGM LOGISTICS, CMA CGM LOGISTICS will contracts on behalf of the Ordering party an insurance policy with a reputable insurance company. Unless specifically indicated, only ordinary risks (excluding risks of industrial action or war) will be covered.

In any case, CMA CGM LOGISTICS cannot be regarded as an insurer.

The policy conditions will be construed to be known, agreed and accepted by the Ordering party and/or the shipper and/or the receiver/consignee who are bearing this cost for insurance. An insurance certificate will be issued if required.

Article 12 – Liability

12.1. - CMA CGM LOGISTICS liability when using Subcontractors

When CMA CGM LOGISTICS is using a Subcontractor, its liability for loss or damage to the goods/consignment is strictly limited to the liability legally incurred by its Subcontractors in the performance of the Service, as a result of binding legal or regulatory provisions.

When the limit of indemnification of the Subcontractors or intermediaries are not known or do not result from binding or legal provisions, CMA CGM LOGISTICS’s liability when using    Subcontractors will be limited to an amount equivalent to 14 euros per kilogram of the gross weight of the missing or damaged goods, provided it does not exceed the total gross weight of the goods expressed in metric tons multiplied by 2.300 euros with a maximum ceiling of 50.000 euros per shipment.

12.2. Liability for personal misconduct

12.2.1. Missing or damaged goods: waiver of rights and liability of the Ordering party

In case of missing or damaged goods during the transportation, the Ordering party expressly waives its rights to any legal action against CMA CGM LOGISTICS for possible personal misconducts, except an intentional or wilful misconduct from CMA CGM LOGISTICS is evidenced. Wilful misconduct shall mean any act or omission committed recklessly with knowledge that damage could possibly result from it.

However, should CMA CGM LOGISTICS ‘personal liability be engaged by any party, CMA CGM LOGISTICS’ liability will be limited to 14 euros per kilogramme of gross weight of the damaged or missing goods, provided it does not exceed the total of the gross weight of the goods in metric tons multiplied by 2.300 euros, with a maximum ceiling of 50.000 euros per shipment

12.2.2. Delay

In case of delay in delivery, for which CMA CGM LOGISTICS ‘personal liability is incurred, indemnification will be limited to the cost of the transport of the goods concerned (duties, taxes and miscellaneous expenses, local charges and/or demurrage excluded), as long as this cost does not exceed the indemnification that can be obtained by the claimant for loss or damage to the goods.

12.2.3. Indirect / Consequential damage

In any case whatsoever, except in case of delay, no indemnification can be obtained from CMA CGM LOGISTICS for any indirect or consequential loss, whether direct or indirect, and, more generally, any claim for  damages.

12.3. Declaration of value

The Ordering party always has the right to subscribe for a declaration of value which, when accepted in writing by CMA CGM LOGISTICS replaces the aforementioned compensation limits with the amount contained in the declaration of value. This declaration of value will result in an additional charge to be paid by the Ordering party.

Cash on delivery stipulation shall not be construed as a declaration of value and therefore does not affect the mechanism and limitation of indemnification for compensation, loss or damage as defined above (section 12.2.1).

12.4. Special interest in delivery:

The Ordering party can apply for a declaration of special interest in delivery which, when accepted in writing by CMA CGM LOGISTICS, replaces the aforementioned limit of indemnification provision defined above (section 12.2.1) by the amount contained in the special interest in delivery. This declaration of special interest in delivery will result in additional charge to be paid by the Ordering party.

Article 13 – Validity

In the event that anything herein contained is inconsistent with any applicable international Convention or national law which cannot be departed from by private contract, the provisions hereof shall to the extent of such inconsistency be null and void but no further affect the other provision contain in these Terms and Conditions.

Article 14 – Time for suit

The right for the Ordering party to initiate any legal proceedings against CMA CGM LOGISTICS in respect of any contract concluded for the performance of any services, shall lapse one year after the execution of the last service scheduled in the said contract. The one year time-bar is valid for CMA CGM LOGISTICS’ transportation operations and other services such as customs formalities, or cash on delivery issues.

For transportation services, the right for legal proceedings lapses one year from the delivery of the goods or from the date when the goods should have been delivered.

In case of total loss, the right for legal proceedings lapses one year from the date when the goods should have been delivered and, in case of damaged goods, one year from the date when the goods have been delivered or put at the disposal of the receiver.

Article 15 – Law

Except as specifically provided elsewhere herein, French Law shall apply to these Terms and Conditions of transport and logistics services provided by CMA CGM LOGISTICS, and French Law shall also be applied in interpreting the Terms and Conditions hereof.

Article 16 – Jurisdiction

All disputes and claims shall be subject to the exclusive jurisdiction of the Commercial Court of MARSEILLES and no other Court shall have jurisdiction with regard to any such disputes or claims even in the event CMA CGM LOGISTICS is one of a number of defendants or a third party in an action on a warranty or guarantee or in any other third party proceedings.

Any claim brought by CMA CGM LOGISTICS against the Ordering party may, in the sole discretion of CMA CGM LOGISTICS, be brought either before the Commercial Court of MARSEILLES or before any other court having jurisdiction.

Article 17 – Inconsistencies

These Terms and conditions are issued and exist in French and English language, in case of inconsistency between the French and the English version the French version will prevail.