Article 1 - PURPOSE AND SCOPE
The purpose of the General Terms and Conditions is to govern the contractual relations between an Instructing Party and a “Transportation and/or Logistics Operator”, hereinafter referred to as the T.L.O., with regards to any undertaking or transaction pertaining to the physical movement by any means of transportation, and/or to the physical or legal management of storage and flow of goods whether packaged or not, of any origin and transported to any destination, and/or pertaining to the management of any flow of electronic or hardcopy information. The terms and notions used in the French version of these General Terms and Conditions are defined as per French standard regulatory agreements in force. The General Terms and Conditions prevail over any other general or special term and condition issued by the Instructing Party. Where special terms and conditions are agreed with the Instructing Party, and unless otherwise provided, the General Terms and Conditions are applicable.
Article 2 - PRICE OF SERVICES
Article 2 – PRICING
2.1 – Price calculation:
Prices are calculated based on information provided by the principal, taking into account the services to be
performed, the nature, weight, and volume of goods to be transported and routes to be used. Quotations are
established based on exchange rates at the time of issuance and may be revised in the event of unforeseen
changes.
2.2 – O.T.L. Fees:
For the overall management and organisation of the transit of your goods from the point of origin (FOB /
EXW…) to their final destination, we charge fees ranging between 10% and 25% of the total value of the goods.
These fees exclude taxes, duties, import charges, and freight costs (air, sea, road, or multimodal transport).
2.3 – Invoicing of international services:
For international services, IdrisMans Transit reserves the right to invoice in the currency of its choice. We
primarily use USD, GBP, and EUR, but the company retains the freedom to choose the applicable currency for
each service.
2.4 – Annual review:
Prices initially agreed upon shall be renegotiated at least once per year.
Article 3 - GOODS INSURANCE
No insurance shall be taken out by the T.L.O. without any written and duplicated order issued by the Instructing Party for each shipment, indicating the risks to be covered and the values of the goods to be insured. Where such an order is given, the T.L.O., acting on behalf of the Instructing Party, shall take out insurance with an insurance company known to be creditworthy at the time of coverage. Unless specifically provided, only ordinary risks (excluding war and strike risks) shall be covered. In this particular case, the T.L.O. acting as an agent shall not, under any circumstances, be considered as an insurer. The terms of the insurance policy are deemed to be known and approved by the shippers and the consignee, which shall bear the costs thereof. An insurance certificate shall be issued upon request.
Article 4 - PERFORMANCE OF THE SERVICES
Departure and arrival dates which may be provided by the T.L.O are given for informational purposes only. The Instructing Party shall issue all necessary instructions in due course to the T.L.O. for the performance of transportation, ancillary, and/or of logistical services. The T.L.O. is not required to verify documents (commercial invoice, packing note, etc.) provided by the Instructing Party. Any delivery-specific instruction (payment on delivery, declaration of value or insurance, special interest in delivery, etc.) shall be made in writing in a duplicated order for each shipment, and shall be expressly approved by the T.L.O.
Article 5 - OBLIGATIONS OF THE INSTRUCTING PARTY
5.1 - Packaging and labelling: 5.1.1 - Packaging: Goods shall be packed, packaged, marked or countermarked so as to withstand transportation and/or storage performed in normal conditions, as well as successive handling that necessarily arise during such operations. Goods shall not constitute a hazard for drivers or handlers, the environment, the safety of transportation vehicles, other carried or stored goods, vehicles or third parties. The Instructing Party shall be solely liable for packaging and for its fitness to bear the transportation and handling. 5.1.2 - Labelling: On each parcel, item or load unit, clear labelling shall be provided to allow immediate and clear identification of the shipper, consignee, of the place of delivery and of the nature of the goods. The information on the labels shall match those appearing on the shipping document. Labels shall also meet any applicable regulatory requirements, notably those pertaining to hazardous products. 5.1.3 - Liability: The Instructing Party shall be solely liable for all consequences arising from any lack, insufficient or defective packing, packaging, labelling or marking. 5.2 - Sealing Once loading operations are completed, lorries, semi-trailers, mobile crates, containers shall be sealed by the loader or its representative. 5.3 - Declaratory Obligations The Instructing Party shall be solely liable for all the consequences resulting from any failure to perform the duty of information and declaration regarding the specific nature and the specificity of the goods where the latter require specific provisions, including their value and/or any covetousness they may cause, as well as their dangerousness or fragility. The obligation to provide information is also applicable to the declaration of the Verified Gross Mass of a container pursuant to the SOLAS Convention. Moreover, the Instructing Party formally undertakes not to provide the T.L.O. with any illegal or prohibited goods (for instance, counterfeit goods, drugs, etc.). The Instructing Party shall be solely liable, with no right of redress against the T.L.O., for any consequences resulting from erroneous, incomplete, unenforceable or delayed declarations or documents, including but not limited to the information needed for the provision of any declaration required by customs regulations, notably for the transportation of goods shipped from third countries.
5.4 - Reserves: In the event of any loss or damages sustained by the goods, or of any delay, the consignee or receiver shall be responsible for making regular and adequate inspections, for expressing motivated reserves and generally for carrying out any action needed to protect their claims and to confirm the said reserves, in legal form and within legal timeframes, failing which no claim may be brought against the T.L.O. or its substituted parties.
5.5 - Refusal or default by the consignee: In the event the consignee refuses the goods, and where the later defaults for any reason whatsoever, the Instructing Party shall be liable for any initial and additional costs owed and incurred in connection with the goods.
5.6 - Customs formalities: If customs procedures need to be completed, the Instructing Party shall hold the customs representative harmless against any financial consequences arising from erroneous instructions, unenforceable documents, etc., generally leading to the payment of additional duties and / or taxes, freezing or seizure of the goods, and fines etc., to/by the relevant public authority. If the goods are customs cleared under a preferential status that was entered into or granted by the European Union, the Instructing Party guarantees that it has taken all the steps pursuant to customs regulations, to ensure that all conditions for the preferential status process have been fulfilled. The Instructing Party shall provide the T.L.O., at the T.L.O.’s request and within the prescribed timeframe, with any information requested in relation to customs regulations requirements. The Instructing Party shall be liable for any harmful consequences arising from the failure to provide the relevant information within the prescribed time frame, such as delays, extra costs, damages, etc. However, the Instructing Party shall be solely liable for meeting goods quality and / or technical standardisation rules. The Instructing Party shall provide the T.L.O. with any document (tests, certificates, etc.) required by regulations for the circulation of the goods. The T.L.O. shall not be liable for any goods failure to comply with the said quality or technical standardisation rules. The customs representative shall clear the goods in direct representation mode, in accordance with Article 18 of the Union Customs Code. In the opposite case, if the main "Customer " cannot guarantee a customs representative for filling out the declarations of customs operations, the Transportation and /or Logistics Operator (T.L.O.) may provide the client a customs declarant to facilitate the customs operations, which entail additional costs.
5.7 - Payment on delivery The stipulation of a payment on delivery shall not be equivalent to a statement of value and shall thus not modify the rules of compensation for loss or damages as defined under Article 6 below.
For any evidenced prejudice attributed to the T.L.O., the latter shall only be liable for damages foreseeable at the time the contract was signed, and which are an immediate and direct result of a breach as defined under Articles 1231-3 and 1231-4 of the French Civil Code. Damages are strictly limited to the amounts set forth hereunder. The limitation of compensation as indicated hereunder amounts to the consideration for the liability borne by the T.L.O. 6.1 - Liability for substituted parties: The liability of the T.L.O. is limited to that incurred by the substituted parties in the framework of the operation entrusted to the T.L.O. When the compensation thresholds of substituted parties are unknown, non-existent, or do not result from mandatory provisions, they are deemed to be identical to those set forth in article 6.2 hereunder. 6.2 - Personal liability of the Transportation and/or Logistics Operator (T.L.O.): 6.2.1 - Loss and damages: Where the T.L.O.’s personal liability is incurred, for any reason and in any capacity, it shall be strictly limited for damages to goods attributable to losses and damages during the operation, and any consequences resulting thereof, to €20 per kilogram of gross weight of missing or damaged goods, without exceeding, regardless of the weight, volume, sizes, nature or value of the respective goods, an amount exceeding the product of the gross weight of the goods expressed in tons multiplied by €5,000, with a maximum amount of €60,000 per event. 6.2.2 - Other damages: Should the T.L.O.’s personal liability be incurred for any other damages, including duly acknowledged delivery delays, the compensation owed by the T.L.O. shall be strictly limited to the price of goods transportation (exclusive of duties, taxes and miscellaneous costs) or to that of the service leading to the damages as provided under the contract. Such compensation shall not exceed that which is owed in the event of goods damages or losses. 6.2.3 - Customs liability: The liability of the T.L.O. for any customs and indirect taxation operations, whether undertaken by the T.L.O. or its sub-contractors, shall not exceed a total of €5,000 per customs declaration, without exceeding €50,000 per year of adjustment and, in all instances, €100,000 per adjustment notification. 6.3 - Quotations: All quotations given, one-time price proposals, and general rates, are established and/or published based in view of the abovementioned liability limitations (Articles 6.1 and 6.2). 6.4 - Declaration of value or insurance The Instructing Party may make a declaration of value, set by itself and accepted by the T.L.O., which substitutes the amount of that declaration for the compensation limitations specified above (Articles 6.1 and 6.2.1). Such declaration of value shall result in an additional charge. The Instructing Party may also instruct the T.L.O., pursuant to Article 3 (Goods Insurance), to take out on its behalf an insurance policy, in return for payment of the corresponding premium, indicating the risks to be covered and the value to be insured. The instructions (declaration of value or insurance) shall be renewed for each operation. 6.5 - Special interest in delivery: The Instructing Party may make a declaration of special interest in delivery, set by it and accepted by the T.L.O, which, in the event of any late delivery, substitutes the amount of that declaration for the compensation limitations specified above (Articles 6.1 and 6.2.2). This declaration shall result in an additional charge. Instructions shall be renewed for each operation.
Article 7 – PAYMENT CONDITIONS
7.1 – Payment terms:
Services are payable in full upfront and must be settled before the commencement of any operation, within a
maximum of 2 days from the date of invoice, regardless of the place of receipt.
In the event of total or partial cancellation, no refund will be granted. All costs already incurred, as well as 100%
of the agreed fees, shall remain due and will be invoiced to the client without discount.
The principal remains guarantor of payment. In accordance with Article 1344 of the French Civil Code, the
debtor is deemed in default by the mere due date of the obligation.
7.2 – Set-off prohibited:
Unilateral set-off of alleged damages against the price of services due is prohibited.
7.3 – Late payment and interest:
Any late payment shall automatically give rise to:
• Late payment interest at the ECB refinancing rate plus ten percentage points, in accordance with Article
L.441-6 of the French Commercial Code,
• A fixed indemnity for collection costs of €40 (applicable to professionals only),
• Without prejudice to any further damages resulting directly from the delay.
Any late payment shall also result in the acceleration of all other debts held by the O.T.L., which shall become
immediately due and payable.
7.4 – Partial payment:
Any partial payment shall be applied first to the non-preferential portion of the debt.
Article 8 - RIGHT OF RETENTION AND CONTRACTUAL POSSESSORY LIEN
Regardless of the capacity in which the T.L.O. is acting, the Instructing Party hereby acknowledges the T.L.O.’s conventional right of retention, enforceable against all parties, and a conventional contractual possessory lien over all goods, values and documents in the T.L.O.’s possession , in order to guarantee any debt (invoices, interests, incurred expenses, etc.) the T.L.O. holds against the Instructing Party, including those prior to, or other than those concerning operations related to the goods, values and documents that the T.L.O. effectively holds.
Article 9 – LIMITATION PERIOD
9.1 – Limitation period:
All actions to which the contract may give rise are time-barred within one year from the performance of the
disputed service, and in respect of duties and taxes recovered retrospectively, from the date of notification of
the reassessment.
9.2 – Consumer mediation:
Individual clients have the right to use a consumer mediator free of charge within one year of their written
complaint. The mediator for IdrisMans is AME CONSO: www.mediationconso-ame.com — 197 Boulevard
Saint-Germain, 75007 Paris, France.
Article 10 - CONTRACT DURATION AND TERMINATION
10.1 - In the context of an established commercial relationship, each party may terminate the contract at any time by registered letter with acknowledgement of receipt, subject to complying with the following notice periods:
• One (1) month when the duration of the relationship is less than or equal to six (6) months;
• Two (2) months when the duration of the relationship is above six (6) months and equal to or less than one (1) year;
• Three (3) months when the duration of the relationship is above one (1) year and equal to or less than three (3) years;
• Four (4) months when the duration of the relationship is above three (3) years, to which one (1) week is added per full year of commercial relations, without exceeding a maximum period of six (6) months.
10.2 - During the notice period, the parties hereby undertake to maintain the balance of the contract.
10.3 - In the event of evidenced serious or repeated breaches by either party of its obligations, the other party shall send a formal notice by registered letter with acknowledgement of receipt. Where the notice remains unsuccessful within a one-month period, during which the parties may attempt to negotiate, the contract may be definitively terminated without notice or compensation by registered letter with acknowledgement of receipt acknowledging the failure of the negotiation attempt.
Article 11 – Inspection and Verification of Goods by the Transport and/or Logistics Operator (T.L.O.).
11.1 -The principal agrees to the presence of the Transport and/or Logistics Operator (T.L.O.) or its representative at the loading or unloading site.
They also authorize the verification of the goods before any customs clearance, loading, or unloading into the container or truck.
The T.L.O. or its representative reserves the right to refuse the customs clearance, loading, or unloading of any goods deemed suspicious and to report the matter to the customs authorities.
Such services may incur additional charges payable by the principal.
11.2 -Illegal or prohibited goods.
The client is prohibited from entrusting to the Transportation and / or Logistics Operator (T.L.O.) the organization of a transport of illicit or prohibited goods
The principal accepts the presence and control of the Transportation and / or Logistics Operator (T.L.O) or his representative at the place of loading or unloading.
He accepts that the goods must be checked before loading or unloading the goods in the container or in the truck.
The Transportation and / or Logistic Operator (T.L.O) or his representative reserves the right to refuse the loading or unloading of doubtful goods and to report it to the customs agents.
11.3 -Verification of documents.
the Transportation and / or Logistics Operator (T.L.O) is required to verify the documents provided by the principal that have a direct link with the organization of the transport. As for the other documents submitted, he makes sure of their apparent conformity with the mission entrusted to him.
11.4 -Transportation equipment.
The client who requests the supply of a particular type of material specifies it and confirms his request to the Transportation and / or Logistics Operator (TLO) in writing or by any electronic means of transmission and conservation Datas.
11.5 -Subject to the obligations of the Transportation Operator and / or Logistics Operator (TLO) including those referred to in Articles 3-2 and 5, the payer bears the consequences of false, incorrect, incomplete, inappropriate statements or documents. or late delivery to the Transportation and / or Logistics Operator (TLO).
Article 12 – CANCELLATION / INVALIDITY
12.1 – Invalidity of a provision:
Should any provision of these General Terms and Conditions be declared null and void, all other provisions
shall remain fully applicable.
12.2 – Commencement of services and right of withdrawal:
In accordance with Article L221-28 of the French Consumer Code, the 14-day right of withdrawal does not
apply to services whose performance has begun with the express agreement of the client.
By signing the quotation or confirming the contract, the client acknowledges that IdrisMans Transit immediately
commences export/import formalities and logistical organisation. As a result:
• Any cancellation after signing the quotation entails full payment of costs already incurred and preparatory
services rendered.
• Costs incurred, including customs formalities, transport bookings, or any other costs related to the
performance of the service, remain due.
• The client waives any right of withdrawal once the service has commenced.
Article 13 – REVIEWS AND REPUTATION
13.1 – Defamatory or false statements:
The client undertakes not to publish, broadcast, or share any false, inaccurate, or defamatory statements
concerning IdrisMans Transit on any platform (Google reviews, social media, press, forums, etc.). Any breach
shall engage the civil and criminal liability of the client in accordance with French law of 29 July 1881 and
Articles 1240 et seq. of the French Civil Code.
13.2 – Prior complaints procedure:
In the event of dissatisfaction, the client undertakes to contact IdrisMans Transit first at contact[@]idrismans.com, allowing the company 15 working days to process the complaint before any public
publication. 13.3 – Freedom of expression preserved – This clause does not restrict the client's right to express a factual, sincere, and good-faith opinion on the
services received, in accordance with Article L111-7-2 of the French Consumer Code and EU Regulation
2022/2065 (Digital Services Act).
Article 14 - JURISDICTIONAL CLAUSE
In the event of any dispute or claim, the Courts where the “Transportation and/or Logistics Operator” (T.L.O) is registered have jurisdiction, even in the event of multiple defendants or impleaders.
IdrisMans Transit is a licensed Freight Forwarder and Customs Broker — Commissionnaire de Transport & Transitaire Agréé & International Trade Consultant. License No. PC112103169, with its registered office located at 91 rue Paul Hochart, 94240 L'Haÿ-Les-Roses, France. It is registered with the Creteil Trade and Companies Register under number A 530827831, APE code 5229B and its VAT identification number is FR70530827831. Made In France 🇫🇷 & UK 🇬🇧 Since 2011
