General Terms and Conditions of Sale

In force since 1 June 2023.

This is an English translation of the original French « Conditions générales de vente » provided for convenience. In the event of any discrepancy or dispute, the French version prevails.

Article 1. Purpose and scope of application

These general terms and conditions govern the contractual relationship between a principal (« donneur d’ordre ») and the company Elwood Transport, in respect of any undertaking or operation whatsoever relating to the physical movement, by any mode of transport, and/or the physical or legal management of stock and flows of any goods, packaged or not, of any origin and for any destination, and/or relating to the management of any flow of information, whether in material or dematerialised form.

These general terms and conditions prevail over any other general or specific conditions issued by the principal.

Where specific conditions have been agreed with the principal, these general terms and conditions continue to apply on any point not covered by those specific conditions.

The definitions of the terms and concepts used in these general terms and conditions are those of the standard contracts (« contrats types ») in force.

Article 2. Obligations of the principal

2.1 – Disclosure obligations: information and documents to be provided by the principal

For the proper organisation of the transport, and within timeframes compatible with it, the principal shall provide Elwood, for each shipment, in writing or by any electronic means of transmitting and storing data, all information necessary for the performance of the service entrusted to it.

The principal is liable for all consequences of any failure to fulfil its obligation to inform and declare the precise nature and specific characteristics of the goods where these require particular precautions, notably having regard to their value and/or the temptation they may represent, their dangerousness, or their fragility.

This disclosure obligation also applies to the declaration of the verified gross mass of a container or of each package handed over, in accordance with the 1974 SOLAS Convention. The principal’s attention is drawn to the importance of declaring the exact weight. In the event of a false declaration or an error, the principal may be held liable for full compensation of the resulting loss.

Furthermore, the principal expressly undertakes not to hand over to Elwood any unlawful or prohibited goods (counterfeit products, narcotics, etc.).

The principal alone bears, with no recourse against Elwood, the consequences, whatever they may be, resulting from declarations or documents that are incorrect, incomplete, inapplicable, or provided late, including information necessary for the transmission of any declaration required by customs regulations, notably for the transport of goods originating from third countries.

2.2 – Packaging and labelling

2.2.1 – Packaging

The goods must be conditioned, packaged, marked or counter-marked so as to withstand transport and/or a storage operation carried out under normal conditions, as well as the successive handling operations that necessarily occur during these operations. The shipment and/or the goods must not constitute a source of danger for driving or handling staff, the environment, the safety of transport vehicles, other goods being transported or stored, vehicles, or third parties. The principal alone is responsible for the choice of packaging and its suitability to withstand transport and handling.

2.2.2 – Labelling

Each package, item, or load carrier must bear clear labelling enabling immediate and unambiguous identification of the sender, the recipient, the place of delivery, and the nature of the goods. The information on the labels must match that shown on the transport document. Labelling must also comply with all applicable regulations, in particular those relating to dangerous goods.

2.2.3 – Liability

The principal is liable for all consequences of an absence, insufficiency, or defect in conditioning, packaging, marking, or labelling. Where the principal hands over goods that breach the above provisions, such goods travel at the principal’s own risk, and Elwood is released from any liability.

2.3 – Sealing

Trucks and containers, once fully loaded, are sealed by the loader itself or by its representative.

2.4 – Reservations

In the event of loss, damage, or any other harm suffered by the goods, or in the event of delay, it is the responsibility of the consignee or the party receiving the goods to carry out proper and sufficient inspections, to make reasoned reservations, and generally to take all steps useful for preserving remedies, and to confirm such reservations in the form and within the time limits required by law, failing which no action may be brought against us or our 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 principal.

2.6 – Customs formalities

Where customs operations must be carried out, the principal guarantees the customs representative against all financial consequences arising from incorrect instructions, inapplicable documents, etc., resulting generally in the assessment of additional duties and/or taxes, the blocking or seizure of goods, fines, etc. by the relevant authority.

In the event of customs clearance of goods under a preferential regime granted or agreed by the European Union, the principal guarantees that it has taken all necessary steps, within the meaning of customs regulations, to ensure that all conditions for the application of the preferential regime have been met.

The principal must, on request, provide us within the required timeframe with any information requested under customs regulatory requirements. Failure to provide this information within that timeframe shall render the principal liable for all resulting harmful consequences in terms of delays, additional costs, damage, etc.

However, since quality and/or technical standardisation rules for goods fall solely within the principal’s responsibility, it is for the principal to provide us with all documents (tests, certificates, etc.) required by regulations for their circulation. We shall not incur any liability due to the non-conformity of the goods with such quality or technical standardisation rules.

The customs representative clears goods under the direct representation regime, in accordance with Article 18 of the Union Customs Code.

2.7 – Cash-on-delivery

A stipulation for cash-on-delivery does not constitute a declaration of value and therefore does not alter the compensation rules for loss and damage as set out in Article 6 below.

Article 3. Insurance of goods

No insurance is taken out without a written and repeated order from the principal for each shipment, clearly specifying the risks to be covered and the values to be guaranteed.

Where such an order is given, Elwood, acting on behalf of the principal, takes out insurance with an insurance company that is notoriously solvent at the time cover is arranged. In the absence of precise instructions, only ordinary risks (excluding war and strike risks) will be covered.

Acting in this specific case as an agent, Elwood may under no circumstances be regarded as an insurer. The terms of the insurance policy are deemed known to and accepted by senders and consignees, who bear the cost thereof. An insurance certificate will be issued at the principal’s request.

Article 4. Price of services

4.1 – Prices are calculated on the basis of the information provided by the principal, taking into account in particular the services to be performed, the nature, weight, and volume of the goods to be transported, and the routes to be used, to which are added the costs relating to the administrative and IT establishment and management of the transport contract. Quotations are established according to the exchange rate in effect at the time they are given. They also depend on the terms and rates of our substitutes, as well as the laws, regulations, and international conventions in force. If one or more of these base elements are modified after the quotation is given, including by our substitutes, in a manner enforceable against the principal, and on evidence provided by the substitute, the prices initially given shall be revised accordingly.

4.2 – Prices do not include duties, taxes, fees, and levies owed under any regulation, in particular tax or customs regulations.

4.3 – Initially agreed prices are renegotiated at least once a year.

4.4 – In the event of a late cancellation/modification by the principal of all or part of the service covered by the quotation, the freight forwarder and/or customs broker shall re-invoice the costs incurred, at cost, increased by 40%. A cancellation/modification is considered late where notice of any partial or total modification and/or cancellation is given to Elwood less than 48 hours before the start of the service.

Article 5. Performance of services

Any departure and arrival dates communicated are given for information purposes only. The principal must provide Elwood, in good time, with the necessary and precise instructions for the performance of the transport services and of any ancillary and/or logistics services.

Elwood is not required to verify the documents (commercial invoice, packing list, etc.) provided by the principal.

Any specific delivery instructions (cash-on-delivery, 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.

Article 6. Liability

Where loss is proven to be attributable to Elwood, Elwood shall only be liable for damages that could have been foreseen at the time the contract was concluded and that constitute an immediate and direct consequence of the non-performance, within the meaning of Articles 1231-3 and 1231-4 of the French Civil Code. Intangible losses are excluded from the scope of liability and compensation, such as, in particular, loss of business, loss of profit, or moral prejudice.

Such damages are strictly limited in accordance with the amounts set out below. These limitations of compensation constitute the counterpart to Elwood’s liability.

6.1 – Liability for substitutes

Elwood’s liability is limited to that incurred by its substitutes in the context of the operation entrusted to it. Where the limits of compensation applicable to substitutes are unknown, do not exist, or do not arise from mandatory provisions, they are deemed identical to those set out in Article 6.2 below.

6.2 – Personal liability

6.2.1 – Loss and damage

Where Elwood’s personal liability is engaged, for whatever cause and on whatever basis, it is strictly limited, for all damage to goods arising from any operation as a result of loss and damage and for all consequences that may result therefrom, 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, an amount greater than the gross weight of the goods expressed in tonnes multiplied by 2,300 euros, with a maximum of 50,000 euros per event.

6.2.2 – Other damages

For all other damages, including in the event of a duly established delivery delay, where Elwood’s personal liability is engaged, the compensation due is strictly limited to the price of transporting the goods (excluding duties, taxes, and miscellaneous fees) or to that of the service that gave rise to the damage, being the subject of the contract. This compensation may not exceed that due in the event of loss of or damage to the goods.

6.2.3 – Liability in customs matters

Elwood’s liability for any customs or indirect contribution operation, whether carried out by Elwood or by its subcontractors, may not exceed 5,000 € per customs declaration, nor exceed 50,000 € per year of reassessment, nor, in any event, 100,000 € per notice of reassessment.

6.3 – Quotations

All quotations given, all one-off price offers provided, and general rate schedules are established and/or published taking into account the limitations of liability set out above (6.1 and 6.2).

6.4 – Declaration of value or insurance

The principal may make a declaration of value which, once set by the principal and accepted by Elwood, has the effect of substituting the amount of that declaration for the compensation caps set out above (Articles 6.1 and 6.2.1). This declaration of value is subject to additional remuneration.

The principal may also instruct us, in accordance with Article 3 (Insurance of goods), to take out insurance on its behalf, upon payment of the corresponding premium, specifying the risks to be covered and the values to be guaranteed.

Instructions (declaration of value or insurance) must be renewed for each operation.

6.5 – Special interest in delivery

The principal may make a declaration of special interest in delivery which, once set by the principal and accepted by Elwood, has the effect of substituting the amount of that declaration for the compensation caps set out above (Articles 6.1 and 6.2.2). This declaration is subject to additional remuneration. Instructions must be renewed for each operation.

Article 7. Terms of payment

7.1 – Services are payable in cash upon receipt of the invoice, with no discount, at the place where the invoice is issued, and in any event within a period not exceeding 30 days from its date of issue. The principal always guarantees payment. In accordance with Article 1344 of the French Civil Code, the debtor is deemed to have been put on notice to pay by the mere fact that the obligation has fallen due.

7.2 – Unilateral set-off of the amount of alleged damages against the price of the services due is prohibited.

7.3 – Any late payment automatically triggers, from the day following the payment date shown on the invoice, the accrual of late payment interest at a rate equal 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 procedures defined in Article L.441-10 of the French Commercial Code, as well as a fixed indemnity for recovery costs of €40, in accordance with Article D.441-5 of the French Commercial Code.

Article 8. Contractual right of retention and contractual right of pledge

8.1 – Whatever capacity Elwood acts in, the principal expressly grants Elwood a contractual right of retention, enforceable against all parties, and a contractual right of pledge over all goods, valuables, and documents in our possession, as security for all amounts owed to Elwood (invoices, interest, costs incurred, etc.), even where these predate or are unrelated to the operations carried out in respect of the goods, valuables, and documents actually in Elwood’s hands.

8.2 – In exercising the right of retention, and throughout its duration, Elwood shall invoice the principal retention fees of €75 per day of retention and per package retained, per 100 kg bracket. Demurrage costs and costs incurred to preserve the goods shall be added to these fees.

Article 9. Limitation period

All actions to which the contract concluded between the parties may give rise, whether for principal or ancillary services, are time-barred one year from the performance of the service giving rise to the dispute under that contract, and, with regard to duties and taxes recovered after the fact, from the date of notification of the reassessment.

Article 10. Cancellation – Invalidity

Should any provision of these General Terms and Conditions of Sale be declared void or deemed unwritten, all other provisions shall remain applicable.

Article 11. Jurisdiction clause

In the event of a dispute, only the Commercial Court of Montpellier shall have jurisdiction, even in the case of multiple defendants or third-party proceedings.

These General Terms and Conditions of Sale entered into force on 1 June 2023.