Terms of use

ARTICLE 1 — SUBJECT AND SCOPE

These General Terms and Conditions of Sale (the “GTC”) define the conditions under which LOGVAD provides its logistics services to its business customers (the “Principal”).

The services may notably include:

●      receipt and inspection of goods;

●      unloading and handling;

●      storage and warehousing;

●      inventory management;

●      order preparation;

●      packing and packaging;

●      labelling;

●      dispatch;

●      transport organisation;

●      returns management;

●      administrative and IT services;

●      additional or specific services.

LOGVAD may act notably as logistics provider, warehouse keeper, handling agent, transport organiser or intermediary.

Any order, delivery of goods, instruction or use of LOGVAD’s services entails full and unreserved acceptance of these GTC.

These GTC prevail over any general or particular terms of the Principal, unless expressly accepted in writing by LOGVAD.

Quotations, contracts, commercial proposals, rate schedules and particular conditions supplement these GTC. In the event of conflict, the particular conditions expressly accepted shall prevail.

ARTICLE 2 — ACCEPTANCE AND PERFORMANCE OF THE SERVICES

The services are performed in accordance with the information and instructions provided by the Principal.

The Principal must provide LOGVAD, within the necessary time, with all the information, data, documents and authorisations required to perform the services.

The information provided must be accurate, complete and usable.

LOGVAD is not required to verify the accuracy or compliance of the documents and information provided by the Principal, unless a specific service is expressly agreed.

Any dates and lead times that may be communicated by LOGVAD are indicative, unless an express contractual commitment is made.

LOGVAD may freely use subcontractors, carriers, partners or other providers to perform the services.

ARTICLE 3 — OBLIGATIONS OF THE PRINCIPAL

3.1 Information

The Principal warrants the accuracy of the information provided to LOGVAD.

It is notably responsible for:

●      product references;

●      quantities;

●      weights and dimensions;

●      addresses;

●      recipient information;

●      customs information;

●      commercial documents;

●      the data required for order preparation;

●      the regulatory compliance of the products.

Any error, omission or late transmission may give rise to additional costs and/or additional lead times.

The Principal indemnifies LOGVAD against the consequences arising from erroneous or incomplete information.

3.2 Packaging

The goods must be packaged so as to withstand normal handling, storage and transport operations.

They must not present any danger to persons, equipment, vehicles, other goods or facilities.

LOGVAD may refuse any goods whose packaging is manifestly unsuitable.

The consequences of insufficient packaging remain the responsibility of the Principal.

3.3 Labelling

Each product, parcel or pallet must be properly identified.

The Principal is responsible for the compliance of:

●      references;

●      barcodes;

●      labels;

●      markings;

●      shipping information.

Any operation made necessary by an error or absence of labelling may be invoiced.

3.4 Regulated products

Dangerous or regulated goods, or goods subject to particular conditions, may not be entrusted to LOGVAD without prior written agreement.

LOGVAD may refuse or suspend any non-compliant handling.

The Principal remains responsible for all necessary regulatory declarations.

ARTICLE 4 — RECEIPT OF GOODS

Goods must be delivered in accordance with the terms defined in the commercial conditions and/or the LOGVAD receiving policy in force.

A standard receipt notably assumes that the goods are:

●      properly packaged;

●      properly identified;

●      accompanied by the necessary documents;

●      consistent with the quantities and references announced;

●      delivered within the agreed time slots.

Additional operations made necessary by a non-compliant receipt may be invoiced.

The following may notably constitute a non-standard receipt:

●      non-compliant pallets;

●      mixed goods;

●      absence of labelling;

●      mixed references;

●      quantity differing from the information provided;

●      absence of documents;

●      specific unloading;

●      sorting or repackaging;

●      additional counting or inspection.

The LOGVAD receiving policy may specify the applicable technical and pricing terms.

ARTICLE 5 — STORAGE AND WAREHOUSING

LOGVAD freely determines storage locations according to its operational constraints.

Unless a specific commitment is made, no obligation to keep the goods in a particular location applies.

The goods must be compatible with normal warehousing conditions.

Products requiring specific temperature, humidity, security or handling must be subject to a prior agreement.

Any exceptional immobilisation or storage of slow-moving goods may be subject to additional invoicing.

ARTICLE 6 — INVENTORIES AND STOCK DISCREPANCIES

Inventories are carried out in accordance with the terms defined between the parties.

Inventories may be:

●      periodic;

●      annual;

●      occasional;

●      carried out at the Principal’s request.

The results of a joint (contradictory) inventory, or of an inventory carried out in accordance with the procedures agreed between the parties, may be used as a reference for determining stock levels.

An inventory discrepancy of 2% or less of the value of the stock concerned is regarded as a normal tolerance, given logistics operations and possible counting variations.

Beyond this tolerance, LOGVAD’s liability, if any, may be engaged only after joint verification and demonstration of a fault attributable to LOGVAD.

Any compensation shall be subject to the limitations of liability set out in these GTC.

Products that are destroyed, expired, stolen, recalled, non-compliant or subject to a commercial dispute may not be treated as an inventory discrepancy attributable to LOGVAD.

ARTICLE 7 — ORDER PREPARATION

Orders are prepared on the basis of the information provided by the Principal.

The Principal remains responsible for the quality of the data provided.

The preparation commitments are those defined in the agreed particular conditions or SLAs.

The commitments may be adjusted in the event of:

●      an exceptional increase in volumes;

●      a significant overshoot of the forecasts;

●      a period of high activity;

●      late instructions;

●      an IT incident;

●      force majeure;

●      a malfunction of a third-party system.

Where actual volumes significantly exceed the forecasts communicated, LOGVAD may temporarily adjust processing times in order to maintain the continuity of operations.

ARTICLE 8 — VOLUME FORECASTS AND CAPACITY

Where volume forecasts are provided, they must be as accurate as possible.

LOGVAD’s operational capacities are established on the basis of the forecasts provided.

A significant variation in volumes, notably above 20%, may result in an adjustment of lead times, capacities or pricing conditions.

LOGVAD may also temporarily suspend certain non-priority services where volumes substantially exceed the planned capacities.

ARTICLE 9 — TRANSPORT

LOGVAD may organise or have the transport performed by any Carrier of its choice.

The Carrier is selected notably according to:

●      the destination;

●      the service selected;

●      weight and dimensions;

●      the characteristics of the goods;

●      available capacities;

●      operational constraints;

●      pricing conditions.

Transport services are subject to the conditions of the relevant Carrier.

Delivery times are indicative unless an express contractual commitment is made.

ARTICLE 10 — WEIGHT, DIMENSIONS AND CHARGEABLE WEIGHT

Transport invoicing may be determined according to:

●      actual weight;

●      volumetric weight;

●      chargeable weight;

●      volume;

●      dimensions;

●      the number of parcels;

●      the number of pallets;

●      any other Carrier chargeable unit.

The data measured by LOGVAD or by the Carrier may serve as a reference for invoicing.

Any difference between the declared data and the data actually recorded may give rise to an adjustment.

ARTICLE 11 — CARRIER SURCHARGES AND ADDITIONAL COSTS

Transport rates may be supplemented by surcharges, additional charges or fees applied by the Carriers.

These costs may notably result from:

●      a fuel surcharge;

●      an energy surcharge;

●      an environmental contribution;

●      a Peak Period surcharge;

●      an out-of-dimension parcel;

●      a non-machinable parcel;

●      an excess weight;

●      an incorrect address;

●      a re-presentation (redelivery);

●      a return;

●      an unclaimed parcel;

●      a remote area;

●      a hard-to-access area;

●      an island area;

●      customs fees;

●      administrative formalities;

●      taxes;

●      storage costs;

●      any other surcharge imposed by the Carrier.

These costs are fully re-invoiceable to the Principal.

They may be invoiced after the issuance of the initial invoice where the Carrier communicates them late to LOGVAD.

Rate changes imposed by the Carriers may be passed on to the Principal from their effective date.

ARTICLE 12 — RETURNS AND UNDELIVERED PARCELS

In the event of non-delivery, refusal, absence, incorrect address, unclaimed parcel or return, the corresponding costs are borne by the Principal.

These costs may include:

●      return transport;

●      re-presentation (redelivery);

●      address change;

●      handling;

●      storage;

●      inspection;

●      repackaging;

●      return to stock;

●      administrative processing.

Return services are invoiced in accordance with the applicable pricing conditions.

ARTICLE 13 — INTERNATIONAL AND CUSTOMS

The Principal is responsible for the compliance of the goods and of the documents required for international shipments.

It notably warrants the accuracy of:

●      commercial invoices;

●      declared values;

●      customs nomenclatures;

●      tariff codes;

●      tax information;

●      documents of origin.

The duties, taxes, customs fees, clearance costs, penalties and advances made on behalf of the Principal are re-invoiced to it.

ARTICLE 14 — PRICING

The rates are those set out in the applicable quotations, contracts or rate schedules.

They are established on the basis of the volumes and characteristics communicated by the Principal.

Any significant change in volumes or operational conditions may lead to a revision of the rates.

The rates are expressed excluding taxes unless otherwise stated.

Any service not provided for in the rate schedule may be subject to additional invoicing.

ARTICLE 15 — RATE REVISION

LOGVAD may amend its rates notably in the event of:

●      changes in transport costs;

●      changes in Carriers’ rates;

●      changes in labour costs;

●      changes in property costs;

●      regulatory changes;

●      changes in taxes and contributions;

●      a substantial change in volumes;

●      a change in operational conditions.

Except for a change imposed with immediate effect by a third party or by regulation, LOGVAD will inform the Principal at least 15 days before the new pricing takes effect.

Where the change results directly from an increase imposed by a Carrier, an authority or a provider, it may be passed on without observing this notice period where a shorter period is imposed on LOGVAD.

ARTICLE 16 — HARDSHIP (UNFORESEEABILITY)

If an unforeseeable change of circumstances makes the performance of a service excessively onerous for LOGVAD, and LOGVAD had not agreed to assume that risk, the parties undertake to renegotiate the conditions concerned in good faith.

During the renegotiation period, LOGVAD may take the measures necessary to limit its financial exposure.

Failing agreement within a reasonable time, either party may terminate the service concerned, subject to the applicable contractual conditions.

ARTICLE 17 — INVOICING

The services are invoiced according to the agreed conditions.

LOGVAD may invoice separately:

●      the main services;

●      additional services;

●      Carrier surcharges;

●      weight adjustments;

●      dimension adjustments;

●      storage costs;

●      return costs;

●      exceptional costs.

Surcharges communicated late by the Carriers may be invoiced subsequently.

An invoice may be subject to adjustment where elements necessary for its determination become known only after its issuance.

ARTICLE 18 — DISPUTING INVOICES

Any dispute of an invoice must be raised in writing within a maximum of 6 weeks from its date of issuance.

The dispute must be substantiated and accompanied by all necessary supporting documents.

Failing a dispute within this period, the invoice is deemed accepted.

Disputing part of an invoice does not suspend the obligation to pay the undisputed amounts.

ARTICLE 19 — PAYMENT TERMS

Invoices are payable according to the agreed terms.

Any late payment automatically entails:

●      the application of the late-payment penalties provided for by regulation;

●      the fixed indemnity for recovery costs;

●      and, where the law permits, any justified additional compensation.

In the event of non-payment, LOGVAD may, after formal notice, suspend all or part of the services.

LOGVAD may also require advance payment for future services or the provision of additional guarantees.

The costs resulting from the suspension of the services may be invoiced to the Principal.

ARTICLE 20 — RIGHT OF RETENTION AND GUARANTEES

LOGVAD benefits, under the conditions provided for by the applicable regulations, from a right of retention (lien) over the goods, documents, property and valuables held on behalf of the Principal, in order to secure payment of the sums owed to it.

This right may notably be exercised in the event of non-payment or of exceeding the credit terms granted.

The Principal remains liable to pay all sums due regardless of any exercise of the right of retention.

ARTICLE 21 — LIABILITY FOR SUBSTITUTES

LOGVAD is authorised to use any Carrier, subcontractor, warehouse keeper or provider.

Where the liability of a Substitute is engaged, LOGVAD’s liability is limited to that incurred by the relevant Substitute.

Any compensation payable by LOGVAD may not exceed the amount actually recovered, or capable of being recovered, from the Substitute, within the limits of the applicable legal, regulatory or contractual provisions.

Where these limitations are not known or do not result from mandatory provisions, the limitations of Article 23 apply.

ARTICLE 22 — LOGVAD’S PERSONAL LIABILITY

LOGVAD’s liability may be engaged only in the event of demonstrated fault.

Only direct, material, certain and substantiated damage may be compensated.

LOGVAD may not be held liable for indirect or immaterial damage, notably:

●      loss of turnover;

●      loss of margin;

●      loss of profit;

●      business interruption;

●      loss of customers;

●      loss of opportunity;

●      harm to image;

●      indirect commercial loss;

●      penalties owed by the Principal to its own customers.

No contractual penalty may be applied unilaterally by the Principal without LOGVAD’s prior written agreement.

ARTICLE 23 — LOSS AND DAMAGE

Unless mandatory legal provisions provide otherwise, the compensation owed by LOGVAD in the event of loss or damage attributable to its personal liability is limited to:

€23 excluding VAT per kilogram of goods lost or damaged,

with a cap of:

€200 excluding VAT per shipment,

and may not exceed the net sale value (excluding VAT) of the product lost or damaged, excluding transport costs.

These three limits are cumulative.

Where only part of a shipment is concerned, the calculation is made on the basis of the weight and value of the part actually lost or damaged.

The Principal must provide the supporting documents establishing the nature, weight and value of the goods concerned.

These limitations do not apply where the law prohibits their application.

ARTICLE 24 — DELAY AND OTHER DAMAGE

In the event of a delay attributable to LOGVAD, any compensation payable may not exceed the net amount (excluding VAT) of the service directly concerned by the delay.

No compensation may be granted for the indirect consequences of the delay.

For any other damage resulting from a breach by LOGVAD, liability is limited to the net amount (excluding VAT) of the service directly giving rise to the damage, subject to the applicable mandatory caps.

ARTICLE 25 — PRINCIPAL’S INSURANCE

The goods entrusted to LOGVAD are not automatically insured for their full value.

The Principal remains responsible for taking out the insurance necessary to cover its goods.

It is notably responsible for insuring, depending on the nature of the goods, the risks related to:

●      theft;

●      fire;

●      water damage;

●      explosion;

●      storm;

●      vandalism;

●      natural disaster;

●      terrorism;

●      sabotage;

●      any other risk liable to affect the goods.

Save for fault attributable to LOGVAD and subject to the applicable mandatory provisions, LOGVAD may not be held liable for damage falling within these risks.

Additional insurance or ad valorem cover may be offered subject to prior written agreement.

ARTICLE 26 — RESERVATIONS AND CLAIMS

In the event of loss, damage or harm relating to transport, the Principal or the Recipient must make the necessary reservations in accordance with the applicable rules.

Any claim must be accompanied by the supporting documents enabling its merits to be assessed.

The Principal must inform LOGVAD as soon as possible of any claim liable to engage its liability.

ARTICLE 27 — IT SYSTEMS

The Principal is responsible for the accuracy of the data transmitted via the IT systems.

LOGVAD does not guarantee the absence of interruption or malfunction of third-party systems.

LOGVAD may notably not be held liable for an incident originating from:

●      an e-commerce platform;

●      third-party software;

●      an API;

●      a network;

●      a telecoms operator;

●      the Principal’s IT system;

●      a general failure of an external provider.

ARTICLE 28 — INTELLECTUAL PROPERTY

Each party remains the owner of its trademarks, logos, software, data, content and intellectual property elements.

The Principal authorises LOGVAD, for the duration of the commercial relationship, to use its trademarks, names and logos solely to the extent necessary to perform the services or to present the commercial relationship, unless objected to in writing.

This authorisation does not constitute any transfer of intellectual property.

ARTICLE 29 — CONFIDENTIALITY

The parties undertake to keep confidential the commercial, financial, technical and operational information to which they have access in the course of their relationship.

This obligation shall survive the termination of the contractual relationship for the period provided for by the applicable regulations or, failing that, for a reasonable period.

ARTICLE 30 — PERSONAL DATA

Each party undertakes to comply with the applicable regulations on the protection of personal data.

Where LOGVAD acts as a processor within the meaning of the applicable regulations, it processes personal data solely within the framework and for the purposes of performing the services.

The Principal warrants that it holds the rights and authorisations necessary for the processing and transmission of the data entrusted to LOGVAD.

The parties shall cooperate in order to meet the applicable obligations regarding the security, confidentiality, retention and deletion of data.

ARTICLE 31 — FORCE MAJEURE

LOGVAD may not be held liable for a delay or non-performance resulting from an event of force majeure within the meaning of French law.

The following may notably be concerned:

●      natural disaster;

●      fire;

●      flood;

●      war;

●      act of terrorism;

●      epidemic;

●      strike;

●      blockage of infrastructure;

●      cyberattack;

●      general breakdown;

●      administrative decision;

●      closure of a site;

●      general failure of a network;

●      exceptional event affecting transport or storage capacities.

The obligations concerned are suspended for the duration of the event.

ARTICLE 32 — TERM AND RENEWAL

Unless otherwise stipulated, contracts concluded for a fixed term are renewed in accordance with the conditions set out in the particular conditions.

For contracts of indefinite duration, either party may terminate the relationship subject to 15 days’ notice, unless otherwise stipulated by contract.

Services already performed and sums due remain payable until fully settled.

ARTICLE 33 — TERMINATION FOR BREACH

In the event of a serious or repeated breach by a party of its obligations, the other party may give the defaulting party formal notice to remedy the breach.

Failing remedy within a reasonable time, the contract may be terminated in accordance with the applicable legal provisions.

In the event of non-payment, LOGVAD may suspend the services and, after formal notice remaining without effect, terminate the contract.

ARTICLE 34 — EXIT FROM CONTRACT AND RETURN OF STOCK

Upon termination of the contract, the Principal must arrange for the removal of all its goods within the time agreed with LOGVAD.

The preparation, inventory, handling, packing and dispatch operations required to return the stock may be invoiced.

Goods remaining on LOGVAD’s premises after the contract end date may continue to generate storage and handling costs.

In the event of prolonged non-removal, LOGVAD may give the Principal formal notice to carry out the removal.

Failing remedy, LOGVAD may exercise the rights conferred on it by law, notably its right of retention and, where the legal conditions are met, proceed with the disposal of the goods in order to recover the sums due.

ARTICLE 35 — LIMITATION PERIOD

Unless mandatory legal provisions provide otherwise, any action or claim relating to the services performed by LOGVAD must be brought within a period of one year from the date of the event giving rise to the claim.

For transport operations, the period runs in accordance with the mandatory provisions applicable to the transport concerned.

ARTICLE 36 — AMENDMENT OF THE GTC

LOGVAD may amend these GTC notably in order to take account of:

●      legislative and regulatory changes;

●      changes in its services;

●      economic changes;

●      changes in the conditions of its partners and Carriers.

The new GTC will be communicated to the Principal within a reasonable time before they take effect.

ARTICLE 37 — SEVERABILITY

The nullity or unenforceability of a provision of these GTC shall not result in the nullity of the other provisions.

The parties shall endeavour to replace the provision concerned with a legally valid provision producing an economic effect as close as possible to it.

ARTICLE 38 — NO WAIVER

The fact that LOGVAD does not temporarily rely on a provision of these GTC does not constitute a waiver of its right to rely on it subsequently.

ARTICLE 39 — GOVERNING LAW AND JURISDICTION

These GTC are governed by French law.

The parties shall endeavour to seek an amicable solution to any dispute.

Failing an amicable agreement, any dispute relating to the interpretation, performance or termination of these GTC shall be submitted to the competent courts in accordance with the applicable rules of ordinary law.

Where the law permits, the parties agree that the competent Commercial Court in the jurisdiction of LOGVAD’s registered office shall have jurisdiction.