General Terms and Conditions
General Logistics Systems France SAS, a simplified joint stock company; share capital: EUR 7,782,000; registered in Toulouse, France under No. 315 334 011; SIRET No.: 315 334 011 01434 – APE code: 5229B – EU VAT No. FR 39 315 334 011 - April 2017
In its capacity as a freight forwarder, General Logistics Systems France, hereinafter GLS France, is hereby entrusted by the Client with organising the transportation of parcels and documents in keeping with the general terms of sale that are set out below. The rights and obligations of the Parties that are not set out in this document and do not run counter to its provisions shall be governed by the standard freight forwarding contract introduced by article D. 1432-3 of France’s Transportation Code, in its version applicable on the date of the transportation of the consignment. The mere act of entrusting a consignment of goods to us is tantamount to the Client’s express acceptance of these terms and conditions without reservations and to the Client’s waiver of its own general terms and conditions governing purchases. GLS France shall have full discretion over the ways and means of transportation used as part of the performance of this contract. The Client expressly acknowledges that any claim raised on any grounds whatsoever shall be dealt with on the basis of the general terms of sale of the Service Provider that are in force on the date of the consignment. The fact that GLS France does not avail itself of any of these terms and conditions at any point in time shall not be interpreted as being tantamount to a waiver of the right to avail itself of same subsequently.
1/ Acceptance of the consignments
In view of the organisation and the infrastructure deployed, the consignments that are entrusted to GLS France must:
a) be identifiable parcel by parcel. The length of each of the parcels must not exceed 3 metres at its fullest extent (2 x width + 2 x height + length). Failing this, a 200 € (excluding taxes) penalty per parcel and the cost of the transportation shall be invoiced to the Client. The weight of each of the parcels must not exceed 30 kilos. It is up to the Client to weigh each parcel save in case of a written provision that provides otherwise. GLS France shall be entitled to check the weights quoted by the Client. In the event of a dispute, the figures of GLS France shall prevail.
b) be deliverable to the place agreed by the Parties. The Client must check the availability of the pick-up points suited to the weight and the volume of the goods entrusted in keeping with the prerequisites of the sales documentation and must inform its recipient beforehand to enable the latter to choose the appropriate delivery mode. GLS France shall not be liable for the Client choosing unavailable or unsuitable pick-up points. Tyres, dangerous goods and weapons may not be delivered via pick-up points.
c) bear a label setting out the name and address of the sender and the recipient legibly as well as the bar codes and/or two-dimensional codes whose content is defined and/or accepted by GLS France, to enable the identification and the monitoring of the parcels. No erroneous statements on the label, even mistakes that affects the subsequent invoicing, may be rectified subsequently by the client. However, GLS France shall be entitled to claim compensation for any loss or damage that it shall have incurred as a result.
d) be packaged by the sender in keeping with common practice in the trade and in accordance with the applicable regulations, thus ensuring that the goods that are transported are adequately protected against any external factors, including heat or cold, in keeping with the usual conditions for sending and retails consignments. The sender undertakes to only feature on the parcels provided to GLS France the minimum statements required by the applicable laws and regulations in light of the nature of the goods that are entrusted.
e) be carriage paid or carriage advanced.
f) be deliverable within 10 calendar days following the date on which they are entrusted to GLS France. Should this not be the case, they shall immediately be returned to the sender.
g) in the case of parcels intended for private individuals, their mobile telephone number must be mentioned on the label and must be transmitted to GLS France, as shall their e-mail address, by one of the computerised means of communication accepted by GLS France.
Should the Client fail to comply with a single one of these conditions, GLS France shall not be liable for any delays, losses or damage incurred by the parcels.
2/ STORAGE OF THE PARCELS IN CASE OF NON-DELIVERY
Should the parcels be placed in storage in case of non-delivery:
2.1 GLS France undertakes to retain them for 8 working days as of the issuing of the notification of temporary storage to the client.
2.2 During this period, the Client shall have the possibility to inform GLS France of any new instructions concerning the delivery of the parcels.
2.3 Should this not be the case, the parcels may be returned to the Client as of the 8th day, at its expense.
2.4 In any event, the period during which the parcels are stored may not exceed 10 calendar days (with the exception of parcels delivered to pick-up points).
2.5 Any parcels that are not identifiable shall be kept by GLS France for 3 months, after which, in the absence of a claim, GLS France may dispose of them freely.
3/ SCOPE OF THE service
3.1 GLS France shall surrender the parcels that are entrusted to it to their intended recipients subject to securing their signature or that of their representative on the electronic waybill, in keeping with the timescales stated in the quotes, within the limits stipulated by article 9, and without being liable for the consequences resulting from an impossibility to deliver (due in particular to unforeseeable traffic problems) or a refusal on the part of the recipient to receive the goods. Parcels sent to legal persons may only be handed over to their representative subject to the disclosure of their name, which shall be transcribed by the driver onto the electronic delivery note. The service shall be provided to the national and international destinations proposed by GLS France on the date of the quote, in accordance with the planned timescales. Saturdays, Sundays, public holidays and local holidays shall not be counted as part of the timescales.
3.2 GLS France shall not under any circumstance be liable for late delivery of consignments which require customs clearance. No compensation shall be due even for direct or indirect loss or damage. Moreover, it is up to the sender to draw up the requisite documents and to declare the nature, the value and the origin of the goods being sent.
3.3 Under no circumstance may GLS France suffer the consequences of a false declaration by the Client: GLS France shall have no obligation to check the documents and information provided by the Client under its sole responsibility. Should the Client require this expressly, any data that is disclosed and designated by it as confidential shall be protected by GLS France.
3.4 After an unsuccessful attempt to deliver a parcel, GLS France shall be entitled to proceed with an alternative delivery unless the Client provides specific instructions. It is up to the Client to notify this to its recipients and to gather their prior consent.
4.1 Unless the parties agree otherwise in writing, any contractual relationship between GLS France and its Clients shall be open-ended. It may only be terminated subject to providing at least 4 months’ notice by means of a letter sent by registered post with acknowledgement of receipt. The right to terminate the contractual relationship shall be discretionary and shall not give rise to the payment of any compensation to either Party, save in case of a failure to comply with the duration of the notice.
4.2 Should the Client fail to comply with the notice and should it fail to rectify the situation within 8 days as of receiving a summons to do so sent by registered post with acknowledgement of receipt, GLS France shall be entitled to claim compensation from the Client for the loss incurred by it. This compensation shall be equal to the turnover excluding tax that GLS France would have billed to the Client between the date of the announcement of the termination of the contractual relationship and the end of the contractual notice period, plus 20%. This compensation shall be calculated on the monthly average turnover excluding tax over the last twelve months prior to the termination of the contractual relationship.
4.3 During the notice period, the Parties undertake to perform the contract on the same terms as previously: the Client undertakes to maintain a volume of business that is identical to that over the twelve months prior to the termination and to comply overall with the economic balance of the contract subject to the same sanction as that mentioned in article 4.2 above, and the service provider undertakes to provide the same service quality.
4.4 Under no circumstance may the Party against which the above undertaking was inappropriately performed refuse to execute or suspend the execution of its own obligation, seek specific performance in kind of the obligation, seek a price reduction, cause the early cancellation of the contract, or claim compensation for the consequences of the non-performance. However, in the event of serious, repeated and proven breaches on the part of one of the Parties against its commitments and obligations, making it impossible to continue the performance of the contract under the initially agreed terms, the other Party shall issue a summons by registered post with acknowledgement of receipt. Should the Party at fault not remedy the situation within a timescale of one month, the contract may be terminated by means of a letter sent by registered post with acknowledgement of receipt. This clause shall apply without prejudice to article 6 below.
4.5 In the most unlikely event that the relationship should be pursued beyond the agreed term of the notice, it shall continue to be based on these terms and conditions.
5/ PRICES AND TERMS
5.1 Owing to the nature of the services provided by GLS France, a prior quote must always be drawn up. The financial proposals featuring in that quote shall be binding upon the Parties during the period of validity mentioned in the quote, whose maximum duration shall be one year as of the date of the signature of this contract, or from its start date, if the latter predates it.
5.2 The volume mentioned in the quote accepted / signed up for by the Client must be maintained throughout the term of the contract. A variation in the rates applicable shall be imposed as of right in case of a modification of one of the elements of the price accepted by the Client, such as a modification of the volume of parcels entrusted, the average weight of the parcels or the collection ratio.
5.3 However, the price of the transportation initially agreed (see the rate card appended to the contract, which forms an integral part thereof) may also be revised as of right in case of significant variations in the costs borne by the carriage company due to factors that are external to it and for which the carriage company shall adduce appropriate evidence by any suitable means.
5.4 The Parties undertake to adapt the contract as soon as possible in case of an unpredictable change in the circumstances that renders the performance of the contract by GLS France particularly difficult.
5.5 A surcharge shall be levied for destinations for which there are geographical access constraints.
5.6 Any parcels that cannot be conveyed on the automated chains of GLS France and that require manual handling shall only be carried by the network subject to the levying of a surcharge set out in the rate card.
5.7 In those states that do not require signatures on the carriage documents, if a driver should be unable to fulfil his assignment, the driver shall be invoiced as of right by GLS France, without it being necessary to send to the Client tangible evidence of this passage.
5.8 The transportation costs incurred in returning any undelivered parcels shall be borne by the Client unless GLS France is responsible for the non-delivery.
5.9 In those cases where the goods are exported outside the European Union and require the drafting of customs documents by the Client, the latter shall be liable for the consequences of any rejection of this documentation by the customs authorities, and the administrative costs incurred by GLS France shall be billed at a fixed rate of €30 per incident.
6.1 Our services must be paid for within 30 days net following the date on which our invoice is issued, save in special cases agreed by the Parties.
6.2 Any early payment shall not give rise to a rebate for early payment.
6.3 In accordance with article L 441.6 of France’s Commercial Code, in case of late payment, penalties calculated at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points shall be levied upon the Client as of right, subject to a minimum rate of three times the standard interest rate.
6.4 A fixed statutory compensation of €40 for debt recovery costs shall be charged as of right in case of late payment. Should the actual costs incurred in recovering the debt be higher than this sum, GLS France shall levy additional compensation, on presentation of suitable evidence.
Moreover, any invoice for which payment is recovered by legal means shall be incremented by a fixed penalty of 10%, as per the meaning of this term in article 1231-5 of the Civil Code.
6.5 Should the Client fail to pay on the due date and should the situation not be rectified within 8 days following the issuing of a summons to pay, GLS France may put an end to the contract without notice or compensation, if it sees fit, as of right, without detracting from any damages may be claimed from the defaulting client.
6.6 Under no circumstance shall the Client be authorised to withhold any amounts that are due to GLS France for any reason whatsoever on the grounds of the non-performance or improper performance of the services, nor to offset any compensation for disputes that GLS France might owe to the Client, save in the event of an express agreement between the Parties to permit such offsetting.
6.7 As a freight forwarder, GLS France may invoke the prerogative stipulated by article L. 132.2 of France’s Commercial Code.
6.8 The Client expressly authorises GLS France to deliver its invoice each month in electronic format. This invoice shall be accessible on the https://gls.primobox.net web site, in the Client’s account, after its authentication.
6.9 The quantity of carbon dioxide emitted as part of the transportation services provided on behalf of the Client shall be stated on each invoice based on the level 1 values as set by default in the order dated 10 April 2012, based on the type of vehicle used, the number of units transported and the energy consumption of the means of transportation.
7/ LIABILITY AND COMPENSATION FOR DISPUTES
7.1 The warranty provided by GLS France as compensation of any losses arising in particular from lost, damaged or missing items for which GLS France is liable, i.e. not due to any fault on the part of the sender or the recipient, or circumstances of force majeure as defined in article 1218 of the Civil Code (such as extreme weather conditions, fire, epidemics, accidents, strikes, local upheavals, disruption to air or road traffic), or defects inherent to the items themselves, or a lack of or inadequate packaging, all of which shall constitute exemptions especially for the Pick&Ship-Service and the Pick&Return-Service, shall follow the rules that are set out below:
7.1. a For national carriage, the warranty shall be limited to €23 plus tax per kilogram, subject to a maximum of €690 plus tax per parcel, to the extent of up to the real value of the goods, i.e. based on the sales invoice of the goods minus a fixed profit margin of 30%.
If the goods that are transported are not new, then in the absence of a specific agreement between the Parties, appended to these General Terms of Sale, a discount for wear and tear shall be applied to the original value of the goods, based on a depreciation over a period of 36 months. This rate of depreciation shall be equal to 50% for the first 12 months, and shall be applied pro rata temporis over the remaining months. The real value of the goods shall correspond to their original value minus the deduction for wear and tear.
The recipient shall have to express precise and comprehensive written reservations at the time of the delivery. Failing this, the recipient shall have to prove in a letter sent by registered post with acknowledgement of receipt that the damage that it is invoking existed at the time of the delivery. This letter must be sent to GLS France’s delivery branch within three days following the delivery.
7.1. b In case of international land transportation, the rules of articles 23 and 30 of the CMR convention of 19 May 1956 shall apply.
7.2 In case of damaged parcels and/or parcels containing damaged or deteriorated goods, GLS France shall be entitled to conduct a report of the damage. Should it fail to exercise this right for one or more instances of damage, this shall not be tantamount to a waiver of its right to conduct such an investigation procedure in future. Thus, in those cases where GLS France wishes to exercise this facility, it shall inform the Client of this by means of a letter sent by registered post with acknowledgement of receipt. The delivery branch of GLS France shall then pick up the damaged goods within 8 days following receipt of the letter sent by the recipient by registered post with acknowledgement of receipt. A description of the damage shall be provided to the recipient in order to certify the quality, the quantity and the nature of the goods returned. After witnessing the damage, and in keeping with this article, GLS France shall calculate the reimbursement due. The sum that GLS France has committed to reimbursing shall be sent to the Client, which must then comply with the disputes compensation process stipulated by article 8.
7.3 The damaged goods shall be systematically destroyed by GLS France, save in case of an express request of the Client. The latter may request that the damaged goods be sent back to it at its own expense.
7.4 In any event, the delivery and/or the service shall be deemed to have been accomplished in the absence of reservations from the recipient at the time of the payment for the parcels in the case of domestic consignments and in accordance with the rules laid down by article 30 §1&2 of the CMR convention of 19 May 1956 in the case of international consignments. Any action by the recipient for damaged or missing goods beyond the timescales defined in section 7.1.a. shall be time barred.
7.5 Should the Client challenge the signature by the recipient, the Client must provide to GLS France a sworn declaration that it did not receive the parcel signed by the recipient. Failing this, the claim shall not be recorded by the customer service department of GLS France.
Any additional evidence, such as a copy of the signature of the recipient, can be sent by fax or by post (against €2.30 per item in the latter case). The activity reports of the Client can also be sent by post (upon receiving a request from the Client, billed at the price indicated on the rate card) or by e-mail free of charge.
7.6 The warranty terms mentioned above shall not apply to the Global Business-Parcel product which is governed by special terms and conditions that are set out in a rider.
With regard to the Mini Label product, the Client expressly accepts the weights mentioned by GLS France which shall alone be empowered to weigh the parcels.
7.7 The abovementioned warranty shall not cover the following, this list being non-exhaustive: intangible damage, (such as damage resulting from delays) and indirect losses/damage (such as losses of contracts, of profits, of amenity, stoppages of production, losses of operations, etc.) which GLS France contractually states that it does not cover.
8/ PROCEDURE FOR compensation OF DISPUTES
8.1 The compensation of the incidents reported to GLS France shall require compliance with the following procedure:
The claim must be raised with the regional Customer Service Department, which, after registering the Client’s claim, shall notify a 13-figure claims number (or a case number) to the latter, if the claim is deemed to be founded.
The Client must send the following elements to the Disputes Department of GLS France:
- a copy of the sales invoice.
- a letter setting out the claims or reservations of the recipient in case of a dispute involving damage or partial loss.
- a copy of the declaration of value, solely in the case of Ad Valorem consignments.
- for the carriers-logistics operators, evidence of the payment of compensation to the Client for the incident.
8.2 All of these documents must be sent to the Disputes Department within 40 working days (i.e. two months) following the date on which the claim was registered by the regional customer service department of GLS France. Once this timescale shall have elapsed, the incident shall not be compensated, this provision being tantamount to an agreement over the handling of evidence.
8.3 Upon receipt of the abovementioned elements and after assessing the circumstances of the case, the Disputes Department shall proceed to compensate the Client provided that the Client shall have paid for the services beforehand. In any event, any payment of compensation shall be made by bank transfer and in accordance with the General Terms of Sale of GLS France, which shall have been accepted by the Client. To that end, the latter shall transmit to GLS France its full bank account details at the time of the signature of the Opening of Account form (Ouverture de Compte).
The payment of compensation shall not be deemed to constitute recognition, even implied, of the existence of any damage whatsoever, in excess of this amount, GLS France expressly challenging any liability in excess of the amount of the compensation.
GLS France does not guarantee the delivery timescales that are quoted in its various promotional documents, these being merely indicative.
In case of late delivery, the compensation due for all the damage for which evidence is provided cannot exceed the cost of the transportation (including all taxes, duty and costs) and shall not include any direct or indirect loss or damage, whether tangible or intangible, such as loss of contracts, of profits, of opportunities, of amenity, stoppage of production, etc.
This clause shall apply across the board without exception.
10.1 GLS France is not authorised to arrange the transportation of dangerous products unless packaged in limited quantities under certain conditions, nor of money or valuables, and in general of products whose transportation is regulated or which require the implementation of special terms and conditions for transportation by road or by air. In any event, the transportation of these goods shall be subject to the prior and express consent of GLS France.
The following shall also not be carried:
Any good and parcel whose transportation is prohibited by law, such as owing to their nature, their intended recipient, country of origin or destination.
The term legal prohibition shall mean prohibition under any law, any rule, order or regulation whereby sanctions (including commercial restrictions and economic and financial sanctions) are applied to States, private individuals or legal persons, including sanctions imposed by the United Nations, the European Union and the Member States of the European Union.
The Client undertakes to take this into consideration and not to entrust such goods to GLS France. Should it do so nevertheless, GLS France shall not be liable on any grounds, such as loss, theft or damage to the products carried, nor for any damage caused by the products carried, to anyone, such as in case of spontaneous explosion, fire, or other. Should such parcels be provided to GLS France and should the latter find out that they contain such prohibited goods, GLS France shall destroy them at the Client’s expense or shall return these goods to the Client using specialised carriers, carriage unpaid and at the Client’s expense. The Client shall be liable for any damage that may be caused to third parties or to GLS France by a parcel that is covered by the foregoing exclusions.
10.2 GLS France shall not carry responses to invitations to tender and the Client undertakes not to entrust any such elements to it. Should it nevertheless do so, GLS France shall not be liable in any capacity.
10.3 GLS France is not an approved warehousing contractor. Therefore, the sender undertakes to accomplish all the requisite formalities for the carriage of alcohol, to comply with all the rules that are applicable in this respect, such as those concerning the maximum permitted quantities, and to guarantee GLS France against any liability for any failure to comply with the prevailing and applicable rules and regulations.
11/ SETTLEMENT OF DISPUTES
All disputes shall be brought before the Commercial Court of Toulouse, France, and both this contract and its consequences shall be governed by French law, even in case of international consignments, rejoinder or multiple defendants.
12/ ANTI-BRIBERY POLICY
12.1 As a subsidiary of a group operating in the UK, GLS France is required to comply, in addition to the French legislation against bribery, with the UK Anti-Bribery Act. The Anti-Bribery Act requires that GLS France ensures that its trading partners comply with standards relating to anti-bribery policy.
12.2 GLS France and the Customer commit, each, to adopt the necessary mitigating anti-bribery measures, including the setup of internal processes and policies.
12.3 Any CashService offered to the sender of the CashService-Parcel are offered on the basis and understanding that GLS will act as the sender’s cash collection agent only and GLS does not have the authority to bind the sender, or to conclude an agreement with the recipient of the CashService-Parcel on behalf of the sender. The sender shall perform its anti-money laundering obligations as required by applicable law and/ or regulation.
13/ DATA PROTECTION
13.1 By signing the General Terms and Conditions, the Client agrees to communicate to GLS France the relevant data, including those concerning the identity and contact details of the parcel addressees (hereinafter the “Data”) in order to allow GLS France to ensure the good performance of the contractual services. GLS France will comply with the relevant legal provisions applying to the communication and use of this Data, including French Act No 78-17 dated on 6 January 1978 hereinafter called “Personal data protection Act” modified by Act No 2004-801 dated on 6 August 2004.
13.2 As person responsible for the processing of the Data within the meaning of the Personal data protection Act, the Client warranties GLS France that he complies with all obligations of the Personal Data Protection Act, including with the required administrative formalities and filings before the CNIL, and that he informed the individuals of the use of the Data. GLS France liability shall not be engaged in connection with the use of Data, and the Client warranties GLS France against action(s) of individuals whose data have been copied or hosted in connection with the performance of the contractual services.
13.3 By signing the General Terms and Conditions, the Client agrees that GLS France will communicate the Data to its subcontractor(s) in order to perform the contractual services.