General charter conditions

The purpose of these general terms and conditions of charter (hereinafter the “GTC”) is to govern the contractual relations between the Client and the Subcontractor for the performance of a transport operation (hereinafter the “Service”).

The Client is the company that has entrusted the Service to the Subcontractor.

The Subcontractor is the company to which the Client entrusts the performance of the service. The Subcontractor undertakes:

to carry it out for a freely agreed price to ensure fair remuneration for the service provided in accordance with Article L. 3221-4 of the Transport Code;
to implement the physical and technical means as well as all the services necessary to ensure its complete completion, under its own responsibility, in accordance with the regulatory and legal provisions in force and in compliance with its contractual commitments with the Client.

These GTC take precedence over any other general or specific terms and conditions issued by the Subcontractor and only allow for individual negotiation.

EQUIPMENT: The Subcontractor undertakes to use a vehicle in good working order, cleanliness, presentation and maintenance. The vehicle must be adapted to the type of transport entrusted to it, comply with the regulations in force and, where applicable, have the characteristics, equipment and accessories required in the charter confirmation. In particular, the Subcontractor will check the watertightness of its vehicle before the start of the Service.

COMPLIANCE WITH REGULATIONS: The Subcontractor undertakes to comply with the social regulations in force and in particular those related to driving and rest times.

The Service must be carried out in compliance with the applicable law and in particular with road regulations and those related to the transport of goods: compliance with the Highway Code, GVWR, GVWR, axle load, speed

The Subcontractor must ensure that all the mandatory documents are present inside his vehicle and in particular those mentioned in Article R3411-13 of the Transport Code.

The Subcontractor certifies that it provides the Service, in accordance with the cabotage rules resulting from Regulation EC 1072/2009 of 21 October 2009 amended by EU Regulation 2020/1055 of 15 July 2020/1055 and supplemented by Articles L. 3421-3 et seq. of the Transport Code and a ministerial circular of 21 June 2010:

Cabotage must be the result of international transport. As such, the Subcontractor must keep on board the consignment note of the last international transport.
Cabotage must be carried out within a maximum of 7 days from the last unloading of international transport goods preceding the cabotage.
the number of transports is limited to three within the prescribed period, each operation being materialized by a national consignment note;
The vehicle carrying out the cabotage transport must have the same registration as the vehicle that carried out the last international transport.

As of 21 February 2022, a waiting period of 4 days between two cabotage periods must be respected.

Cabotage operations in a Member State which is not the final destination of international transport may be the subject of only one cabotage operation. This operation must be carried out within three days of entering the national territory of that Member State empty.

In the event of non-compliance with cabotage regulations, the Subcontractor incurs a one-year prison sentence and a fine of €15,000. In addition to these main penalties, there may also be a ban on carrying out international transport for a period of one year (Art. L. 3452-6 of the Transport Code).

The Client reserves the right to pass on to the Subcontractor all the inherent costs, incurred by itself and by its own customers, related to the non-compliance with the conditions set out above.

The charter confirmation and the GTC may in no way lead the Subcontractor to derogate from the above-mentioned regulations. If the instructions given are incompatible with compliance with the regulations, the Subcontractor undertakes to inform the Client immediately.

SAFETY – SAFETY : The Subcontractor’s driver must comply with the safety protocol applicable to loading and/or unloading sites in accordance with the decree of 26 April 1996 and articles R.4515-1 et seq. of the French Labor Code. More generally, he is required to comply with the safety rules in force in the places where he is called upon to intervene.

The Subcontractor undertakes to comply with the prevention rules mentioned below as well as any specific rules mentioned in the charter confirmation.

The vehicle used must be equipped with anti-theft systems, i.e. any protection system that prevents the vehicle from moving or breaking in.

When parking the vehicle, anti-theft devices must be implemented; The doors and doors of the vehicle must be locked, the windows fully up and all other accesses locked, locked or locked, and no keys must remain on board in the absence of the driver. The mere installation of seals or seals does not meet these requirements.

In addition to these measures, any parking for more than two hours must be carried out in an enclosed and guarded place, i.e. with active and permanent surveillance of the vehicle to detect any attempted theft and to deal with it without delay.

For the transport of sensitive goods, an additional protection against theft must be put in place. Parking, regardless of its duration, must be carried out in an enclosed and guarded area.

INSURANCE – LIABILITY: The Subcontractor must take out the following insurance policies with a reputable insurance company:

Contractual civil liability for a minimum of €500,000 in coverage;
General civil liability for a minimum of €1,000,000 in coverage;
Traffic liability

These insurance policies must cover all risks that may be incurred by him or her arising from actions or omissions on his or her part or by his or her staff in connection with the Benefit.

The Subcontractor is subject to an obligation of result and is responsible for the perfect performance of the Service.

The Subcontractor shall indemnify the Client for any delay and for any loss or damage suffered by the goods transported as well as for all consequences borne by the Client as a result of poor performance of the services.

The Subcontractor is liable for any bodily injury, material or immaterial damage caused to the Client or to a third party in the context of the performance of the Service.

The Subcontractor indemnifies the Client against any recourse or claim brought by a third party and which would be the consequence of a breach or negligent act on its part.

Compliance with instructions and deadlines: Transport deadlines as well as loading and delivery dates and times must be respected IMPERATIVELY. Failure to comply with the instructions given may result in penalties; in addition, the Client shall be entitled to pass on to the Subcontractor the penalties invoiced by its customers.

In the event of impossibility to attend the loading or unloading operations, or in the event of a failure to load or an apparent defect in the packaging, the Subcontractor must imperatively take the necessary reservations on the consignment note.

The Subcontractor must be equipped with the necessary equipment for the wedging and securing of the goods. Before leaving, he must check that loading, wedging and stowage do not compromise the safety of traffic or the proper conservation of the goods.

The Subcontractor undertakes to respect the waiting times for loading and unloading. Unless otherwise provided in the charter confirmation, the waiting times included in the price are two (2) hours at loading and two (2) hours at unloading.

The Subcontractor undertakes to inform the Client without delay and to seek its instructions in the event of incidents, breakdowns, delays, refusal of goods, damage or any other problem occurring during the Service.

DEFAULT OF THE SUBCONTRACTOR: In the event of default by the Subcontractor, the Client reserves the right to request reimbursement of the costs incurred and any costs and additional costs incurred to replace the defaulting Subcontractor, without prejudice to damages.

CANCELLATION OF TRANSPORT: In the event of cancellation of the service by the Client before the day of loading, the Subcontractor will not receive any compensation. A cancellation made on the same day of loading may not give rise to compensation of more than 50% of the price of the service, provided that the Subcontractor proves and justifies its damage, except in cases of force majeure.

PALLETS: Pallets must be systematically returned within 10 calendar days. After this period, they will be invoiced to the carrier at the unit price of 18 Euros per pallet plus 15 Euros of non-refundable administrative fees. This invoice will be offset with the transport service invoice (or must be paid in cash by the Subcontractor).

SUBCONTRACTING: The Subcontractor shall refrain from subcontracting (or sub-contracting) all or part of the Service without the express prior agreement of the Client.

In order for the Client’s agreement to be validated, the Subcontractor must indicate the name of its chosen subcontractor and the price of transport agreed with the subcontractor. Otherwise, the subcontracting cannot be considered as accepted under any circumstances and the subcontracted carrier will not be able to implement the direct action against the Client or its client.

The Subcontractor must in any event indicate the Principal’s status as a commission agent, any request under the direct action of the subcontracted carrier must be made to the Principal and not with regard to its customer.

In any event, the Subcontractor undertakes to prohibit, without any possible derogation, any subcontracted carriers from using second-tier subcontracting.

In the event that the Subcontractor decides to subcontract the Service without the Client’s acceptance, the price agreed with the Subcontractor will be the price of the actual transport carried out by the subcontractor carrier, without prejudice to any claim for damages due to the fault committed by the Subcontractor.

In any event, in the event that the Client is obliged to pay the price of transport to the subcontractor carrier, whether approved or not, due to the default of the Subcontractor under the direct action, a conventional set-off will be made between the Subcontractor’s claims and the claim obtained by our company against the latter as a result of the direct action. In this context, in the event that the Subcontractor has no claim against our company, the latter undertakes to accept the transports that our company will entrust to him until our claim has been fully settled.

CORPORATE SOCIAL RESPONSIBILITY (CSR): Responsible purchasing requirements must be met by the Subcontractor.

Human Rights and Labour Legislation:
The Subcontractor shall refrain from using the work of persons whose age is less than that of the end of the compulsory school curriculum in their jurisdiction, or who are in any case under 15 years of age;
The Processor does not use forced, enslaved or compulsory labour in any form or forms of modern slavery;
The Processor must fight against all types of discrimination, in particular any discrimination related to sex, age, origin, religion, political affiliation or disability;
The Processor complies with all applicable local laws and the provisions of applicable collective agreements, as well as with industry standards with regard to fair remuneration, the minimum wage in force, working hours including overtime, break times and paid holidays;
The Subcontractor undertakes not to use concealed work and to fulfil its obligations in terms of declarations to the administrative, social and tax authorities as provided for by the rules of the countries in which it operates.

Health and Safety: The Subcontractor shall at least comply with applicable occupational health and safety regulations and ensure a safe and health-promoting working environment in order to safeguard the safety and health of employees, protect third parties and prevent any accidents, injuries or occupational diseases.

Business Ethics:
The Processor must conduct its business in accordance with the principles of fair business practices and free competition, and in accordance with applicable ethical standards and laws;
The Subcontractor undertakes to comply with all applicable anti-corruption laws and regulations, including but not limited to the French law “Sapin II”;
The Processor shall not take part in or tolerate any form of corruption, bribery, extortion, theft, embezzlement or fraud;
The Processor must immediately declare any actual or potential conflict of interest related to its activities with the Client.

Sustainable development:
The Processor complies with all applicable laws, regulations and environmental standards and implements an effective system to identify and eliminate any potential environmental risks;
The Processor takes environmental and climate protection into account in its own business activity in an appropriate manner, e.g. by setting and achieving climate protection targets;
The Client expects its Subcontractor to provide annual communication of its average diesel consumption and the distribution of its fleet (Euro standard, alternative energies) via the following link: https://forms.office.com/e/99TNNptzE8

OUR TRACK AND COM SOLUTION FOR REAL-TIME DATA SHARING AND AUTOMATED TRACKING (WITH GEOFENCING)

In order to be able to perfectly satisfy the very specific and imperative requests of its customers (in terms of Tracking of transport operations and prediction of arrival times), the Client has decided to strengthen its real-time tracking measures and to use the services of the company SHIPPEO to collect and monitor “in real time” “geolocated” data on the transport operations entrusted to its Subcontractors and establish our strict compliance with our commitments to punctuality or to project (in the event of delay) the estimated time of arrival at the recipient’s home.

Thus, the Subcontractor must:

have rolling stock equipped with 100% geolocation and remote communication means (SR with integrated plotter system, tractors or rigids with on-board computing) or suitable driver-based mobile telephone equipment (geolocatable smartphones);
undertake to give SHIPPEO access to information (related to its own resources allocated to each transport operation entrusted by the Client) in order to enable it to carry out real-time tracking (via Geofencing) and the calculation of ETA (Expected Time of Arrival).

The efficient implementation of this SHIPPEO solution (taken care of by the Client) will make it possible to eliminate and replace the various current manual monitoring and tracking operations.

CASH ON DELIVERY: The stipulation of a cash on delivery in the charter confirmation implies, for the Subcontractor, the obligation to deliver the goods only against delivery to the Subcontractor of the corresponding sum. The Subcontractor must transmit the funds to the Client within 8 working days by acknowledgement of receipt with accompanying slip.

In the event of delivery of the goods by the Subcontractor, without receiving in its hands the amount corresponding to the cash on delivery stipulation, or in the event of loss of this sum by the Subcontractor, the latter must compensate the Client up to the amount that it was intended to recover.

INVOICING : Invoices must be issued as soon as the service is provided. The invoices must be accompanied by proof of delivery: consignment notes, original delivery notes signed by the recipients and proof of payment from any subcontractors. If these elements are not communicated within 10 calendar days from the date of performance of the Service, the Client will be entitled to apply a penalty of 20% of the price of the Service.

PERSONAL DATA: The parties undertake to comply with the regulations in force applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable from 25 May 2018 (the “GDPR”).

In the context of the performance of the Services, the Subcontractor is authorised to process on behalf of the data controller, the Client, personal data necessary for the performance of the services for the transport of goods belonging to the Client’s customers to recipients, natural or legal persons designated by them.

The data concerned may be the surname, first name, address, telephone number, email address of the Client’s employees or its client, or of the recipients. The Subcontractor undertakes to:

process the data only for the sole purpose(s) that are the subject of the subcontracting;
process the data in accordance with the Client’s documented instructions;
ensure that persons authorised to process data are subject to an appropriate obligation of confidentiality;
implement technical and organisational measures to guarantee a level of security appropriate to the risk;
assist the Principal, as far as possible, in fulfilling its obligation to respond to requests to exercise the rights of data subjects.

The Processor may not use another processor to carry out the processing of personal data without the prior written consent of the Principal. In the event that such authorisation is granted, the Processor undertakes to contractually impose on such sub-processor the same data protection obligations as those provided for in this clause, in particular with regard to confidentiality, security and limitation of the purposes of the processing. The Processor shall in any event remain fully liable to the Client for the performance by the sub-processor of its obligations with regard to the protection of personal data.

The Processor notifies the Client of any personal data breach within a maximum period of 48 hours after becoming aware of it at the following address: dpo@malherbe.fr. This notification shall be accompanied by any relevant documentation to enable the Principal, if necessary, to notify the competent supervisory authority of such violation.

At the end of the service relating to the processing of this data, the Data Processor undertakes to delete or return all personal data, unless there is a legal obligation to retain it.

GENERAL PROVISIONS: The fact of not claiming the application of any of the provisions of the GTC or acquiescing in its non-performance on a permanent or temporary basis, cannot be interpreted as a waiver of this right.

In the event that any of the provisions of the GTC are declared null and void or deemed unwritten, all other provisions shall remain applicable.

The Client and the Subcontractor carry out their activities independently in the context of the performance of these terms and conditions.

The documents and information exchanged by the Client and the Subcontractor in the context of the negotiation and performance of the Services are strictly confidential.

The Client and the Subcontractor elect domicile at the address of their respective registered offices. Notices, notifications and communications shall be regularly sent to the elected addresses of the Parties, or to any new address notified at least three (3) business days prior to the effective date of the change of address.

APPLICABLE LAW AND JURISDICTION CLAUSE: The relationship between the Client and the Subcontractor is governed by French law. In the event of a dispute or dispute, only the Courts of Coutances have jurisdiction, even in the event of multiple defendants or third party claims.