Terms and conditions of sale

DEFI Group

(Companies , Executive process et études, Executive Logistique, Diapason, IDE)

 

ARTICLE 1

1. The purpose of these general terms and conditions of sale is to define the terms and conditions for the performance by DEFI , in any capacity whatsoever (freight forwarder, warehouseman, agent, handling agent, service provider, customs agent
   or not, forwarding agent, carrier, etc.), of activities and services relating to the physical movement of consignments and/or the management of goods flows (all logistics services), whether packaged or not, of all kinds, from all origins, for all destinations, in return for a fixed price.
   all destinations, at a price freely agreed to ensure fair remuneration for services rendered, both domestically and internationally.
   Whatever the transport technique used, these general conditions govern the relationship between the client and DEFI or DEFI successively involved in the transport of the consignment, as well as the relations between successive
   between successive common carriers.

1-2 Any engagement or transaction whatsoever with DEFI implies unreserved acceptance by the client and full and complete adherence to the present general terms and conditions, which prevail over any other document of the client, and in particular over any general terms and conditions of purchase, unless otherwise agreed in writing and in advance by DEFI.
The present general terms and conditions apply to all services provided by DEFI, unless otherwise specifically agreed in writing by the parties prior to the order.
Consequently, the placing of an order by the client implies the latter's unreserved acceptance of the present general terms and conditions, except in the case of special conditions agreed in writing by DEFI to the client.
Any document other than the present general terms and conditions of sale, in particular catalogs, prospectuses, advertisements and notices, is for information purposes only and is non-contractual.
For transport services, any point not specified in our general terms and conditions of sale will be governed for national transport by the provisions of the "standard contracts", i.e.: the "general" standard contract applicable to the public transport of goods for which there is no specific standard contract (D. 06/04/99) and the standard contract "perishable goods under controlled temperature" (D. 12/02/01) and for international transport by the CMR convention (signed on 19/05/56 in GENEVA).

ARTICLE 2 - Definitions 

When used in these terms and conditions, the terms below have the following meanings:
- document" means any paper item of no commercial value, not subject to customs declaration with French customs.
- Merchandise" means any item contained in a package that is subject to a customs declaration.
- package" means any packaging containing one or more goods to which one or more documents may be attached.
- shipment" means all documents or packages covered by the dispatch note entrusted to DEFI for routing, whatever the number of said documents or packages..

ARTICLE 3 - Packing slip

The sender declares that the consignment note has been completed by him or on his instructions alone. He guarantees that he is the owner of the documents or goods handed over to DEFI or that he is duly authorized to act on behalf of said owner. The shipper remains solely responsible for all consequences arising from incomplete, erroneous or late declarations. 

ARTICLE 4 - Shipper's obligations and declarations 

1. The sender must provide an accurate and detailed description of the contents of the shipment. The sender guarantees that the shipment does not belong to one of the categories for which DEFI does not provide shipment services in application of article 21. In addition, the sender warrants that the shipment complies with all applicable laws and regulations, in particular those relating to customs and import regulations in the country from which the shipment originates or to which it is addressed, or through which it is routed. The sender warrants that he/she will indemnify DEFI for all damages caused to any third party and will assume all claims, damages, fines and expenses resulting from the sender's failure to comply with said laws and regulations. The shipper authorizes DEFI to complete on his behalf all documents necessary to comply with these laws and regulations and gives DEFI full powers to act on his behalf for customs formalities both for import and export. 

 

1. The sender grants DEFI full powers to carry out the formalities relating to the customs clearance of the goods sent in the capacity of customs agent if this is the case or, if this is not the case, to carry out all the said formalities by any customs agent appointed by DEFI. To this end, the sender guarantees that all information given to DEFI or mentioned on any document relating to the shipment is accurate and complete. DEFI cannot be held responsible for delays due to customs operations. The sender gives the destination address under his sole responsibility and guarantees that the address given for the recipient is complete and accurate. He also guarantees that the packaging or wrapping of the consignments entrusted to DEFI enables them to withstand normal handling and transport conditions. The sender undertakes to release DEFI from any obligation to dispatch or continue the dispatch of a shipment, as well as from any liability if it turns out that he has handed over documents or goods belonging to a category for which DEFI does not ensure dispatch in application of article 21, or that he has underestimated the customs value of the documents or goods dispatched, or has drawn up an inaccurate description, or that the address is incomplete or inaccurate, whether he has acted knowingly or not, as well as in the cases mentioned in article 19. In such cases, DEFI cannot be held liable in any way whatsoever by the sender. 

 

1. In addition, he guarantees that he will indemnify DEFI for any prejudice caused to a third party and will take responsibility for any resulting claims, damages and interest, fines and expenses. The sender shall bear all costs and charges relating to the initial routing and return of these shipments, as well as any warehouse costs. In view of the specific nature and quality of the services provided by DEFI , DEFI reserves the right to refuse to dispatch or to continue the dispatch of any consignment on behalf of a natural or legal person and to refuse to dispatch or to continue the dispatch of any category of consignment where this would prejudice the quality of the said services. DEFI uses all means at its convenience for the routing of shipments entrusted to it, as well as all intermediaries, commission agents, carriers or various subcontractors, who are deemed in advance to have been approved by the sender.

 

1. Information to be provided by the client: In accordance with the provisions of articles 24 and 25 of the law of 01/02/95, the client provides DEFI, prior to presentation of the vehicle for loading, in writing or by any other method that allows it to be memorized, with the information specified in the standard contract applicable to the category of goods transported.

 

1. Packaging: Goods must be conditioned, 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 cause of danger for driving or handling personnel, the environment, the safety of transport equipment, other goods transported or stored, vehicles or third parties.
   Should the customer entrust us with goods that contravene the aforementioned provisions, they will travel at the customer's risk and peril and under discharge of the responsibility of. DEFI
   The fact that DEFI did not express any reservations on the subject at the time of acceptance of the goods does not prevent it from subsequently invoking the absence, inadequacy or defectiveness of the packaging, wrapping, marking or labelling, as well as a failure on the part of the client to provide information.

 

1. Labeling: Each package, object or load carrier must be clearly labeled to enable immediate and unequivocal identification of the sender, the consignee, the place of delivery and the nature of the goods. The information on the labels must correspond to that on the transport document.

 

1. Declaratory obligations: The customer is liable for all consequences of the absence, insufficiency or defect of packaging, wrapping, marking or labelling, as well as for failure to inform and declare the nature and particularities of the goods. The customer alone shall bear the consequences, whatever they may be, resulting from erroneous, incomplete, inapplicable or late declarations or documents.

 

1. EDI : DEFI will only be liable for direct, indirect and/or secondary damage caused by malfunctions in requests for services by EDI within the strict limit of the price of the transport and/or logistics service which is the subject of the request. All other points are governed by the provisions of the European Standard Agreement of 19.10.1994.

ARTICLE 5 - Transport and handling equipment 

1. Provision of handling equipment at the customer's, consignee's or their representative's premises: The use of equipment provided by DEFI on the premises of the principal, the consignee or its representative must be carried out only by persons authorized to handle this type of equipment and must be used exclusively for loading and unloading DEFI vehicles. 
2. Provision of DEFI vehicles at the premises of the client, the recipient or his representative: In the event that the vehicle is moved within the premises of the client, the recipient or his representative by personnel other than DEFI personnel, the client, the recipient or his representative will be personally responsible for any direct or indirect damage or consequences resulting therefrom, as well as for the goods loaded in the vehicle, which remain under his responsibility until they are handed over to the DEFI employee. The client, the consignee or his representative must, for this purpose, take out the corresponding insurance and be able to justify this at DEFI's first request.

 

1. Load carriers: Load carriers (bins, pallets, rolls, etc.) used for transport are an integral part of the shipment. Their weight is included in the declared gross weight of the shipment. They do not entitle DEFI to any deposit, rental or deduction from the transport price.
   As part of the contract of carriage, DEFI does not exchange, supply or hire load carriers. Any other arrangement is subject to an additional service and specific remuneration agreed between the parties.
   Return transport of empty returnable load carriers is covered by a separate transport contract, and is therefore invoiced in the same way as the initial transport.

 

ARTICLE 6 - Loading, stowing, unloading

1. Loading, chocking and securing, on the one hand, and unloading, on the other, are the responsibility of the client or consignee respectively, except for shipments weighing less than three tons. Loading must allow for normal air circulation. Responsibility for material damage occurring during these operations lies with the person carrying them out.

 

1. For shipments of 3 tons or more: Loading, chocking and stowage of the goods are carried out by the customer or his representative under his responsibility.

 

1. DEFI provides the client with the necessary information to ensure a balanced distribution of the goods, to ensure the vehicle's stability and compliance with the maximum axle load.

 

1. DEFI checks that the loading, bracing or lashing do not compromise traffic safety. If this is not the case, we ask that they be redone in satisfactory conditions, or refuse to accept the goods.

 

1. Prior to departure, the shipper shall carry out an external inspection of the load, from the point of view of the preservation of the goods, particularly with regard to the normal circulation of air.

 

1. DEFI is exonerated from liability for loss or damage to goods during transport if it establishes that the damage was caused by a defect not apparent in the loading, securing or stowage of the goods, or by an apparent defect.

 

1. The recipient is responsible for unloading the goods.

 

6-8 The places designated by the customer must be accessible without constraint or particular risks for vehicles of usual characteristics for the transport in question.
The client undertakes to provide us with the safety protocol applicable to the loading and/or unloading site, in accordance with the decree of 26/04/96.

 

ARTICLE 7 - Performance of services and control of shipments

 

1. Verification of sender and shipment declarations is not mandatory. DEFI or any third party it may substitute may nevertheless verify the nature and content of any shipment, in particular by opening it. However, in the event of an express agreement between DEFI and the sender, motivated by the latter's activity and subject to the sender having the necessary administrative authorizations, DEFI will refrain from verifying the nature and content of the shipment. DEFI also reserves the right to check the weight of the shipment indicated by the sender. If the actual weight and/or the weight volume of the shipment is greater than that indicated by the sender, DEFI will note this and will apply the rate for the actual weight of the shipment.

 

1. The client is obliged to give DEFI the necessary and precise instructions in good time for the execution of the transport services. DEFI is not obliged to check the documents (commercial invoice, packing note, etc.) provided by the principal. Any specific delivery instructions (cash on delivery, etc.) must be the subject of a written and repeated order for each shipment, and of DEFI's express acceptance. In any case, such an order is only an accessory to the main service of transporting the goods.

ARTICLE 8 - Rates 

The rates quoted by DEFI to the sender for the shipment are exclusive of VAT. All shipments are made carriage paid and exclude all charges, duties, including customs duties, and fiscal or parafiscal taxes relating to the importation of shipments into the country of destination and, more generally, exclude all statutory taxes and any resulting costs or charges which are invoiced to the consignee. DEFI reserves the right to refuse delivery of the shipment until all such costs and charges have been paid by the consignee. If the consignee fails to pay, the sender will be responsible for payment of the said costs and charges, including any return costs. 

ARTICLE 9 - Modification of the contract of carriage

The goods are at the customer's disposal until delivery. Any modification to the contract will lead to a readjustment of the initial price.

ARTICLE 10 - Terms and conditions 

1. Invoices are payable on the due date indicated thereon, at the latest within 30 days of the invoice issue date, without discount for early payment. Acceptance of payment by bill of exchange or any other method of payment does not entail novation or derogation from the jurisdiction clause.
   The sender and recipient are responsible for payment.

 

1. The deduction of disputes on invoices due to DEFI is only valid after written authorization from DEFI as to its principle and amount.

 

1. Failure to pay on a single due date will result in:
   - forfeiture of the term and immediate payment of the balance due, without any formality
   - the application of late payment interest equal to three times the legal interest rate payable on the day following the payment date shown on the invoice, as well as a fixed indemnity for collection costs set at €40.
   - payment, as a penalty clause, of an indemnity of 10% of the sums due in their entirety, from the date of formal notice.
   And this, without prejudice to compensation, under the conditions of common law, for any other damage resulting from this delay.

 

1. In the event of partial or total loss of or damage to the goods, DEFI is entitled to payment of the carriage charge.

ARTICLE 11 - Contractual lien

Regardless of the capacity in which we intervene, the client expressly acknowledges that we have a contractual right of lien with a general and permanent right of retention and preference over all goods, securities and documents in the possession of the transport operator, as security for all claims (invoices, interest, costs incurred, etc.) held by DEFI against him, even prior to or unrelated to the operations carried out with regard to the goods, securities and documents actually in his hands, even in the case of international transport carried out under CMR.

ARTICLE 12 - Limitation of liability

• For express delivery 

Subject to Section 19, DEFI's liability for any loss or damage to any shipment shall be limited to the lesser of the following four amounts:

(a) 100 euros per shipment ;

(b) the amount of loss or damage actually suffered by the documents or goods contained in the shipment;

(c) the actual value as defined below of lost or damaged documents or goods contained in the shipment, without taking into account the commercial usefulness or special interest of the shipper in such documents or goods;

(d) the liability incurred by the carriers used and their agents and/or subcontractors for the delivery of the shipment if the loss or damage is due to the subcontractors. 

Actual value :

1. The actual value of a document will be assessed by reference to its cost of preparation or replacement, or its reconstitution value at the time and place when the shipment is entrusted to DEFI, and this actual value will be the lesser of the assessments made according to these criteria. The sender expressly undertakes to retain the means of ensuring the reconstitution by reproduction of any document sent by DEFI's document forwarding service.

 

1.  The actual value of merchandise will be assessed by the cost of repair or replacement, its sale or resale price at the time and place the shipment is entrusted to DEFI, and this actual value will be the lowest of the assessments made according to these criteria. In no case shall the actual value exceed the value of the goods declared by the sender.

For courier or charter shipments

• Loss and damage

1. For all justified material damages due to the transport operation, DEFI's liability is strictly limited as follows DEFI's liability is strictly limited as follows:
   -Domestic transport :
   For shipments of less than 3 tonnes: €23 per kilogram of gross weight of missing or damaged goods for each item included in the shipment, up to a maximum of €750 per lost, incomplete or damaged parcel, whatever the weight, volume, dimensions, nature or value.
   For shipments of 3 tons or more: €14 per kilogram of gross weight of missing or damaged goods for each item included in the shipment, without exceeding, per lost, incomplete or damaged shipment, whatever the weight, volume, dimensions, nature or value, a sum greater than the product of the gross weight of the shipment expressed in tons multiplied by €2,300.
   In any case, compensation is reduced by one third when the customer requires the destruction of goods left behind, even if they are still consumable, or prohibits their salvage.
   - International transport: 8.33 units of account (Special Drawing Right (SDR) rate on the day of the dispute) per kilogram of missing or damaged gross weight.
   
2.  In all cases where damage to goods or any consequences thereof are not due to the transport operation, DEFI's liability is limited to €14 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 tonnes multiplied by €2,300, with a maximum of €50,000 per event.

• Other damage

1. For all damages, and in particular those caused by delay in delivery, duly ascertained under the conditions defined above, the compensation due by DEFI in the context of DEFI's personal liability is strictly limited to the price of transporting the goods (excluding duties, taxes and miscellaneous expenses), which are the subject of the contract. Under no circumstances may this compensation exceed that due in the event of loss of or damage to the goods.
   If the consignee refuses the goods due to delay, the provisions of article 17 shall apply.

 

1. For all damages resulting from a failure in the execution of the logistical service, subject of the contract, DEFI's personal liability is strictly limited to the price of the service at the origin of the damage without being able to exceed a maximum of 50.000 € per event.

           Quotations: All quotations given, all specific quotations provided, as well as general tariffs, are drawn up and/or published taking into account the above-mentioned limitations of liability. 

• For sea freight

• All transactions and operations are carried out under the cover of the French decree n° 2013-293 dated April 5, 2013 approving the standard contract of the transport commission. All transactions and operations are carried out under the terms and conditions of our insurance policy, which is available on request. The law applicable to any purchase order in any format whatsoever and any addendum in any format whatsoever is French law, while the competent jurisdiction is the Commercial Court of Paris.

 

ARTICLE 13 - Warsaw Convention 

If the carriage of documents or goods entrusted to us involves a final destination or stopover in a country other than the country of origin, the Warsaw Convention may be applicable. In such cases, the Convention governs DEFI's liability for loss or damage, and in most cases limits this liability to amounts lower than those set out above. 

ARTICLE 14 - Delay or inability to deliver shipments to destination

 

1. DEFI undertakes to do its utmost to deliver shipments in accordance with the deadlines indicated to the sender. In the event of a significant delay in the collection, transport or delivery of the consignments, attributable to a duly established fault of DEFI, the indemnity due in compensation for the proven loss resulting therefrom may not exceed the amount of the price paid by the sender to DEFI for the dispatch of the said consignments or the amounts provided for in article 12, whichever is the lesser. DEFI shall not be deemed to be responsible for any delay due to force majeure or unforeseeable circumstances, or to any difficulty or impossibility of a technical or administrative operational nature, whether French or foreign in origin, subsequent to or prior to acceptance of the shipment by DEFI, such as, in particular, administrative decisions or acts tending to block or seize shipments at customs, disruptions to schedules due to technical or meteorological operational conditions, or social or political unrest.

 

1. DEFI will hold for 48 hours from the day of its arrival at final destination, any shipment that could not be delivered to the consignee for any reason not attributable to DEFI. During this period, DEFI will make every effort to contact the sender and inform him when the shipment can be returned.

 

1. General rules: Delivery is made to the person designated as the consignee on the transport document, or to his representative. As soon as this person has taken possession of the shipment, he/she discharges DEFI by signing the transport document.
   In the event of loss, damage or any other damage to the goods, or in the event of delay, it is the responsibility of the consignee to carry out regular and sufficient observations, to make reasoned reservations and, in general, to carry out all acts useful for the preservation of recourse and to confirm said reservations in the forms and within the legal time limits, failing which no action may be taken against DEFI.
   The signature of the addressee or his representative is proof of delivery and acceptance of the shipment; it is accompanied, as appropriate, by the name of the signatory, the date and time of delivery, and the commercial stamp of the establishment.
   DEFI cannot be held liable for failure to provide the consignee with the documents accompanying the goods.
2. Request for delivery in the absence of the customer, consignee or their representative : Any delivery made in the absence of the orderer, the consignee or his representative, and at his request, is carried out under his full responsibility, and is presumed to be compliant.

 

1. Signed receipts : Signed receipts can be consulted on request. 

ARTICLE 15 - Delivery time

The delivery time includes the transport time and the delivery time, unless otherwise expressly agreed between DEFI and the client. This lead time is linked to the transport plan set up by DEFI.

ARTICLE 16 - Impediments to transport

In the event of impediment due to force majeure, DEFI is entitled to the price of transport.
Force majeure includes, in particular, all acts of strike, whether external or internal to DEFI, or social unrest, war, whether declared or not, bad weather, riots, revolutions, fires, explosions, earthquakes and other earthquakes, as well as all interventions by public authorities or any other causes beyond DEFI's control.
In the event of delivery being prevented, the client must give DEFI, in writing or by any other method which allows it to be memorized, precise instructions, for which it assumes responsibility, as to the fate to be reserved for the outstanding goods:
resubmission, home delivery, storage, return, sale or destruction of goods, etc. If the customer has not given precise instructions within 2 days of the date of dispatch of the notice of default for perishable goods and 15 days for other goods, we will automatically return the goods.

ARTICLE 17 - Total or partial failure of the customer to deliver the shipment

The Customer is responsible for the non-delivery of the shipment when the vehicle is made available, in which case DEFI will be charged a fee equal to the cost of transport.

ARTICLE 18 - Exclusion of liability 

In no event shall DEFI be liable for any indirect, special or consequential damages or losses, however caused, regardless of whether DEFI has been advised of the possibility of such damages or losses, including, without limitation, any loss of revenue, profits, interest or markets, and any loss resulting from the inability to use all or any part of the document or goods transported. DEFI shall not be liable under any circumstances for loss, damage, errors in delivery or non-delivery resulting from:
(I) force majeure or acts of God;
(II) any act, omission, negligence or fault of the shipper, the consignee, any third party, any customs, postal or other government employee, and where imposed by the shipper, any carrier, agent or company substituted for the forwarding of the shipment;
(III) the nature of the documents or goods shipped, or any other defect, peculiarity or vice peculiar thereto.

ARTICLE 19 - Complaints 

1. All claims must be made by the sender and notified in writing to the DEFI office where the shipment was entrusted to DEFI within 30 days from the day on which the shipment should have been delivered, in the case of loss, or 72 hours in the case of damage upon delivery to the addressee. No claim may be made against DEFI beyond these deadlines.

 

1. The amount of the claim may not be deducted by the sender from other shipping and transportation costs owed by the sender to DEFI, as long as the validity of this claim is not established, nor its amount certain. 

 

ARTICLE 20 - Documents and goods prohibited from transport by DEFI

Items subject to IATA restrictions, including hazardous or combustible materials,

•  Any item the carriage of which is prohibited by any national or federal law or regulation of the country in which the shipment originates or is destined or through which it is routed. 
•  Any other category of documents or goods, the nature of which DEFI will specify and which it would be obliged not to transport in application of the present article. 

 

ARTICLE 21 - Insurance

 

No insurance is taken out by DEFI 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, DEFI, acting on behalf of the client, takes out insurance with an insurance company that is known to be solvent at the time of cover. In the absence of precise specification, only ordinary risks (excluding risks of war and strikes) will be insured. In this case, DEFI acts as an agent and cannot be considered as an insurer. The conditions of the policy are deemed to be known and accepted by the shippers and consignees, who bear the cost. A certificate of insurance will be issued if required.

 

1. Declaration of value: The client may at any time subscribe to a declaration of value which, if agreed by DEFI, will have the effect of substituting the amount of this declaration for the indemnity ceilings indicated in article 12. This declaration of value will entail a price supplement.

 

1. Declaration of additional insurance: the client may also instruct DEFI to take out insurance on his behalf, in return for payment of the corresponding premium, specifying the risks to be covered and the values to be guaranteed.

 

1. Special interest in delivery: The ordering party always has the option of making a declaration of special interest in delivery which, if fixed by him and accepted by DEFI, has the effect of substituting the amount of this declaration for the indemnity ceilings indicated in article 12. This declaration will entail a price supplement.

 

ARTICLE 22 - Limitation period

All actions to which the contract concluded between the parties may give rise are time-barred within one year of performance of the said contract.

 ARTICLE 23 - Cancellation and invalidity

Should any provision of these terms and conditions be declared null and void or deemed unwritten, all other provisions shall remain in force.

ARTICLE 24 - Jurisdiction clause and applicable law

In the event of a dispute, warranty claim or contestation, only the courts of the DEFI head office have jurisdiction. The applicable law is French law.