The aim of these General Terms and Conditions (hereinafter the “GTC”) is to lay down the procedures for the performance by VIIA in whatever capacity it may be acting (freight forwarder, warehouse keeper, agent, cargo handler, combined transport operator etc.), of the activities and services pertaining to the physical transport of goods and/or to the management of the flow of goods whether they are packaged or not, of any kind, from any origin, to any destinations, in return for payment of a freely agreed upon fee that ensures fair remuneration for the services provided, under either an internal or international system. These GTC are supplemented by the Schedule of Fares, and, as the case may be, by any special conditions agreed with Customers. The ordering of services implies the Customer’s unconditional acceptance of the GTC.
In all cases, these General Terms and Conditions take precedence over the customer’s general terms and conditions.
The appendices attached to these GTC shall be deemed an integral part of these GTC and together shall constitute a single agreement.
In these GTC:
“Customer” means the person giving the order or anyone acting on their behalf.
“Freight forwarder” means any service provider that organises and ensures, under its responsibility and in its own name, the transport of loading units from one place to another in accordance with the methods and means of its choice on behalf of a Customer.
“Contract” means the contract entered into between the Customer and VIIA with a view to shipping one or more Loading Unit(s) at the same time, formalised by the Customer’s booking request and confirmation of this booking by VIIA.
“Terminal Manager” means the companies responsible for accepting, handling, loading/unloading and delivery of the Loading Units on and off the railcars at the agreed departure and arrival terminals.
“Interchange” means the document completed by VIIA, or any person appointed by the same, on Handover and on Delivery, which contains a statement on the external condition of the LU.
“Delivery” means the action whereby the Loading Unit is placed at the Customer’s disposal for collection at the destination terminal at the agreed date and time.
“Goods” means the property, material and equipment of any nature whatsoever accommodated in the Loading Units with a view to their carriage.
“Takeover” means the acceptance by VIIA or by its substitute carrier, where necessary, of the loading unit.
“Handover” means the act by which the Loading Unit is transferred to VIIA by the Customer at the departure terminal.
“Reservations” means the expression in an explicit, detailed and reasoned manner, of any objection relating to the inconsistent status or compliance of the loading unit at the time of its review by VIIA and the Customer, it being understood that for technical reasons the review may only be carried out in the rail terminals, and therefore following Takeover.
“Fares” means the basic fare scheme communicated to the customer upon booking.
“Loading Unit” or “LU” means a standard road semi-trailer or a P400 semi-trailer depending on the railway line used, a swap-body or container containing the Goods and complying with European standards (including directives 96/53/EEC and 97/27/EEC) which after loading onto a Railcar complies with the constraints of the gauge on the line used, as communicated to the customer on signature of the contract and made available on the website www.viia.com.
“VIIA” means the public company governed by French law registered on the Trade and Companies Register of Nanterre under number 519 134 480, with its registered office at Espace Seine – 26 Quai Charles Pasqua – 92300 Levallois Perret.
“Railcars” means the railcars used for the carriage of the Loading Units by rail.
2. Obligations of the parties
2.1. Obligations of VIIA
2.1.1. Obligations of VIIA as a combined transport operator
VIIA undertakes to:
- Organise and arrange the carriage of the LU entrusted by the Customer by rail, from the
agreed place of collection to the agreed place of destination;
- Organise reception facilities and access to each terminal for the road units for handover of the LU on the parking area provided for this purpose and to check overall size;
- Organise and oversee operations for the Terminal Manager to load the LU onto the Railcars at departure;
- Organise and oversee operations for the Terminal Manager to unload the LU from the Railcars upon arrival;
- In the event transport resources are not available on Handover day, load the LU as soon as possible onto the next train.
- Provide information to the Customer by any means or make information available on VIIA’s website relating to:
- the latest Handover time at the departure terminal,
- the number of the loading train,
- the time at which the LU will be available for Delivery at the arrival terminal,
- any changes to the timetable.
2.1.2. Obligations of VIIA as the Freight Forwarder
It is agreed between the Parties that where VIIA is acting in the capacity of Freight Forwarder, VIIA shall be subject, in addition to the obligations set out in article 2.1.1 of these GTC, to the following obligations:
- VIIA shall organise the operations on the basis of the information, requests and instructions received from the Customer or instructing party;
- VIIA may, if it deems necessary, perform the verification of the documents provided by the Customer, which are directly relevant to the organisation of the transport.
- VIIA shall verify that the information and the documents required for the preparation of the transport document and conveyance of the goods have been provided or, failing that, have been handed over to the transporter(s) no later than the time of Takeover.
- VIIA shall ensure, prior to the conclusion of the transport contract, that the substitute carrier it has selected, is authorised to perform the services entrusted to it and has the necessary skills.
- VIIA shall be solely responsible for the choice of its substitute carriers. It shall not be required to obtain the approval of the Customer on the selection of the intermediate freight forwarders and substitute carriers. Except in the case of a fault on its part, VIIA shall not be held liable for the actions of intermediate freight forwarders’ and/or substitute carriers that have been imposed on it by the Customer or public authorities.
2.2. Obligations of the Customer
The Client undertakes to:
- Return these General Terms and Conditions, together with their appendices duly signed, preceded by the handwritten words “Read and Approved”;
- Hand over the Loading Unit for carriage on the scheduled date and time at the agreed terminal;
- Disclose all information concerning the Goods consigned, in particular the quantity and nature thereof together, as the case may be, with any relevant precautions to ensure transportation and handling proceed smoothly;
- Produce all the documents and authorisations necessary to carry the Goods accommodated in the LU;
- Make all declarations and complete all documentation to comply with the regulations in force;
- Collect the Loading Unit on the day of Arrival from the agreed terminal;
- Under its own authority and liability, ensure the Loading Unit is detached from or reattached to the traction vehicle safely, in particular as regards bolting and unbolting of securing devices and any adaptations necessary for carriage by rail or road haulage (e.g. adjustment of standing legs and bumpers);
- Make itself aware of and comply strictly with the internal operating procedures posted at the departure and arrival terminals and the safety instructions which apply therein;
- Ensure that operations relating to the preparation, loading, unloading and transport of the goods on semi-trailers are reliable in terms of safety. Agents and business partners acting on behalf of customers, including their sub-contractors, for the performance of these services, are informed that they must also ensure the safety of the logistics chain.
- Not to exceed the total weight of the LU declared when booking;
- Ensure payment of the fee to VIIA;
- The Customer is prohibited from entrusting VIIA with the transport or organisation of the transport of illegal or prohibited goods;
- The Customer shall, in due course, give VIIA specific instructions required for the performance of the transport and related services. VIIA is not required to check the documents provided by its Customer, nor the condition, quantity, weight or type of goods, their packing, tying-down or packaging;
- If the loading units need to be forwarded by boat prior to their receipt by VIIA, the Customer is required, when making its booking, and in any case before finalising the Contract, to give VIIA the exact dimensions of the loading unit and to ensure that the LU complies with the specifications set out in Appendix 1 of these GTC;
- The Customer acknowledges that in the event of the non-compliance of the Customer’s LU with the specifications set out in Appendix 1 of these GTC, VIIA may, without engaging its liability, refuse to transport said LU;
- Where customs procedures need to be completed, the Customer shall hold VIIA and/or the customs agent harmless against any financial consequences arising from erroneous instructions, unenforceable documents etc. which may, in general, entail an assessment of additional duties and/or taxes, or fines, etc. issued by the government department concerned;
- When required due to the type of goods, the Customer is required to package, pack, mark or countermark such goods, in such a way that they will withstand transportation as well as storage operations and successive handling;
- In the case of sensitive goods or dangerous goods that are not prohibited, the Customer must affix appropriate labelling to enable immediate and unequivocal identification of the consignment that they form part of.
- In the event of the loss or damage or any other problem affecting the LU and/or the Goods, or in the event of a delay, the Customer shall be responsible for making regular and adequate inspections, for justifying any reservations and in general for carrying out any action that may be useful to preserve their claims and to confirm said reservations in due form and within the deadlines set by law. Failing that, the Customer shall waive its right to bring claims against VIIA or its substitute carriers.
2.2.1. Failure of the Customer – Impediment to transportation
The Customer shall inform VIIA, providing sufficient notice in accordance with professional practice and the method of transport selected, in the case where the loading unit cannot be handed over to the latter within the agreed deadline. Failing this, VIIA shall be entitled to claim damages.
Should, once loading is completed, transportation be impeded or temporarily interrupted or if the performance of the carriage of the goods becomes impossible, VIIA shall request instructions from the Customer, in writing or by any means of data transmission or storage. The Customer shall advise VIIA of all implications that come to its knowledge.
In the absence of a timely reply from the Customer, VIIA shall take measures that it deems to be in the best interests of the Customer for the storage of the goods or their carriage by other routes or means. Any costs incurred shall be passed on to the Customer upon presentation of receipts.
Where the Customer is held responsible or the impediment, VIIA is entitled to the reimbursement of expenses not specifically provided for, upon presentation of receipts.
3. Entry into force of the contract
The Contract takes effect upon acceptance by VIIA of a booking request made by the Customer.
4. End of contract
The Contract ends on the date of Delivery at the destination terminal.
Where the Customer does not take Delivery of the LU at the agreed place and date, the LU will remain parked on the terminal at the Customer’s cost, risk and liability.
5. Supply and stuffing the LU
The Customer has sole responsibility for packing, packaging, sheeting, tying-down and stuffing the Goods together with the closing of the LU and affixing seals. By handing over the LU, the Customer warrants that the condition of the Goods and the closing and sealing of the LU allows the safe carriage thereof and in particular that the Goods are packaged, packed, tied down, marked or counter-marked, so as to withstand the storage and handling operations connected therewith.
The Customer has sole liability as regards stuffing the Goods in refrigerated LUs, for wrongly indexing the temperature necessary and for any malfunctioning of the refrigerated LU.
The Customer warrants that the LUs supplied are fit for purpose, for the carriage, storage and handling operations scheduled and meet all of the compliance and safety criteria required
by national and international laws, conventions and regulations.
If, during transportation, it is necessary to reload the consignment, the repackaging costs, together with any costs connected with the unavailability of the Railcar and disruption to the rail traffic, shall be borne by the Customer. In such an event, VIIA reserves the right to alter the place of Delivery of the LU.
VIIA inspects or has others inspect the overall external condition of the LU, in the presence of the Customer, on Handover and on Delivery. An Interchange containing a statement of the external condition of the LU will be issued on Handover and on Delivery.
6. Unauthorised goods
6.1. Class 1, 2, 5.2 and 7 dangerous goods are strictly prohibited.
- Class 1: “Explosives” (UN Numbers 0074, 0113, 0114, 0129, 0130, 0135, 0224 and 0473)
- Class 2:
* 2.1 “Inflammable gas”
* 2.2 “Non-flammable non-toxic gases”
* 2.3 “Toxic gas”
- Class 4.1: “Self-reacting materials requiring a temperature-controlled environment (UN Numbers 3231 – 3240)
- All materials belonging to sub-divisions D and DT in particular:
UN numbers: 1310, 1320, 1321, 1321, 1322, 1336, 1337, 1344, 1347, 1348, 1349, 1354, 1355, 1356, 1357, 1517, 2555, 2556, 2557, 2852, 2907, 3317, 3319, 3344, 3364, 3365, 3366, 3367, 3368, 3369, 3370, 3376, 3380, 3474
- All materials belonging to sub-division F2
- Class 5.2: “Organic peroxides” (UN Number. 3111 – 3120)
- Class 6.1: “Toxic materials”
- Class 6.2: “Infectious materials”
- Class 7: “Radioactive materials”
- Class 8: “Sulphur trioxide with a purity of 99.95% transported in tanks without inhibitor (UN Number 1829)
Dangerous Goods, other than those covered in article 6.1, may not be consigned to VIIA without its prior written agreement and without the LU or packages containing these Goods, as
well as the Goods themselves, having been clearly marked on the outside so as to indicate their nature and hazardous character, in accordance with any applicable laws or regulations.
In all events, the Customer is bound to make all the necessary declarations and to comply with all the conditions laid down by the national and international regulations in force for the carriage and storage of dangerous goods.
The Customer is bound to collect any Dangerous Goods immediately on their arrival at the destination terminal. Failing which, VIIA may take all the appropriate safety measures it considers necessary, at the Customer’s cost and risk.
The carriage of Dangerous Goods will entail application of a surcharge in addition to the cost of carriage.
Live animals are not authorised.
Unless previously agreed in writing by VIIA, the following goods are prohibited:
- Goods covered by a “Monies and Securities” policy,
- Tobacco, mobile phones and clock parts
- Jewellery, pearls and precious stones, furs, silverware, works of art, sculptures or paintings, antiques, pictures, curiosities and collectables
- Documents and samples for which the commercial or contractual value bears no relation to their intrinsic value
- Precious metals, bank notes, coins, cheques of any nature, shares, bonds, stocks and bills, coupons and securities of all kinds
7. Fares and payment terms
The prices for the carriage of loading units are calculated either on the basis of the prices excluding VAT indicated in the Schedule of Fares or, as the case may be, by private agreement in the Special Conditions, on the basis of information provided by the Customer, bearing in
mind, in particular, the services to be performed, the nature, weight and volume of the goods to
be transported and the routes to be taken.
The prices are increased by VAT at the rate in force at the time of invoicing.
The prices do not include: duties, taxes, fees or charges due in application of any regulation, notably fiscal or customs regulations (such as excise tax or import duties, etc.).
7.1. Payment terms
Payment for the services shall be due upon receipt of the invoice, with no discount, by bank transfer to the bank account indicated on the invoice. Any offsetting of the invoice amount or the unilateral charging of the amount of alleged damages against the cost of services due is prohibited.
Requests to delay payments shall only be considered if the customer undertakes to provide VIIA with a guarantee issued by a first-rate banking institution.
Any principal sum not paid by the Customer to VIIA by the due date shall give rise to interest on account of late payment, in accordance with the provisions of the law. Invoices not settled by their due date will bear interest on the basis of: (i) a rate equal to 3 times the legal interest rate on an annual basis and (ii) the number of days elapsed between the due date and the actual payment date, based on a year of 365 days. Interest due and not paid shall be capitalised annually. The payment of interest in respect of the foregoing shall be charged automatically by VIIA, without the need for prior formal notice.
In addition to late payment charges, all late payment will entail payment of a fixed charge of Forty (40) euros to cover costs of recovery. This handling charge will be due to VIIA as a matter of law, without there being any need for prior formal notice.
As long as the sums due have not been settled, VIIA reserves the right to suspend the Contract binding it to the Customer and, accordingly, to decline to accept Handover of any further LU.
8. Contractual lien
The Customer expressly acknowledges that VIIA has a contractual lien that has precedence over its right of general preferential and permanent lien insofar as concerns all goods, assets and documents held by VIIA. The lien serves as a guarantee for the total debt (invoices, interests, incurred costs, etc.) owed by the Customer to VIIA, to secure all receivables (invoices, interest, costs incurred, etc.) which VIIA holds against it, including any debt prior to or external to the services carried out relative to the goods, assets and documents effectively held by VIIA.
Insurance covering the Goods transported shall not be taken out by VIIA on behalf of the Customer without a written order from the Customer, repeated for each shipment, specifying the risks to be covered and the values to be insured.
If such an instruction is given by the Customer, VIIA, acting on the orders and on behalf of the Customer, will take out insurance with a reputable solvent insurance company. Unless specified otherwise, only ordinary risks will be insured.
Intervening in this instance in the capacity of authorised agent, VIIA cannot be deemed as the insurer. The conditions of cover are deemed known to and approved by the Customer who shall bear the cost of the premium and excess charges The Customer, who shall insure the transportation risks, must disclose to his insurers that they may only bring claims against VIIA within the limits of liability provided in this document.
10. Performance of the services
The subcontractors chosen by VIIA are deemed to have been approved by the Customer.
The departure and arrival dates that may be given by VIIA are given for informational purposes only.
11. Modification and cancellation of booking – Cancellation fees
11.1. Modification and cancellation of booking by the Customer
To be considered admissible, modifications and cancellations of bookings must reach VIIA in writing (e-mail where receipt is confirmed by VIIA, fax or post) no less than a minimum of two
(2) hours before Handover of the LU in question
11.2. Cancellation fees
Where a booking is cancelled by the Customer outside of the period provided under article 11.1, administration costs amounting to 50% of the price agreed, per LU concerned, will be
invoiced by VIIA to the Customer.
11.3. No-show, late or early Handover of Loading Units:
In the event of no-show or late presentation of the LU at Handover for departure on the date and time scheduled without prior notice, VIIA may require the Customer to pay a penalty equivalent to one hundred percent (100%) of the agreed price per LU not presented or handed over late.
12. VIIA’s Liability
The liability of VIIA for loss, damage or delay will not take effect until the Hand-over of the LU at the departure terminal on the date of shipment. VIIA’s liability cannot be incurred for loss or damage to the LU and/or goods in the case of early handover at the departure terminal, before the date of shipment, arising solely out of the Customer’s fault.
12.1. Transfer of liability
The transfer of liability takes place when the Customer detaches its tractor unit and attaches it to the semi-trailer in the arrival terminal.
12.2. Liability of the substitute carrier
The liability of VIIA is limited to that which is incurred by its substitute carriers for the performance of the services entrusted with them.
Where it is established that the loss or damage to the LU and/or the Goods occurred during their carriage by rail, VIIA’s liability and the limitations thereof shall fall under the provisions of the uniform rules concerning the contract for international carriage of goods by rail (CIM), which constitute Appendix B to the Convention concerning International Carriage by Rail (COTIF), in the version in force at the time the Contract takes effect.
When the limits of compensation for the substitutes are unknown or do not arise from any mandatory or legal provisions, they are deemed identical to those set out in article 11.2
12.3. VIIA’s personal liability
12.3.1. Losses and damages
Where VIIA’s liability is incurred for loss or damage arising out of its own fault, error or omission, its liability shall be limited to the lowest of the following values, to the exclusion
of any other compensation:
- €14 per Kg gross weight of the missing or damaged goods loaded into the LU or for that particular LU itself,
- €2,300 per tonne gross weight per LU without being able to exceed €30,000 per LU
Where the customer does not take Delivery of the LU at the agreed place and date, the LU will remain parked on the terminal at the customer’s cost, risk and liability.
12.3.2. Other damages
For all other damages, including a case of delayed delivery, the compensation due by VIIA is limited strictly to the cost of carriage, excluding duties, taxes and miscellaneous costs.
13. Force majeure
Force majeure shall mean any event outside of the control of the affected party, which is of both an unforeseeable and unavoidable nature, which makes it impossible to perform the services, such as frost, snow or exceptionally heavy rain, thawing snow, fire, flooding, an incident or accident involving the rolling stock that makes it impossible to perform the service, explosions caused by any reason whatsoever, unannounced strikes, strikes or work stoppages resulting from a nationwide movement, orders, restrictions or prohibitions issued by a public authority.
The occurrence of a case of force majeure that makes it impossible to perform the services under the above-mentioned conditions shall automatically lead to the suspension of the contract.
If VIIA is unable to commence or proceed with the performance of all or part of its obligations as a result of a case of force majeure, it shall inform the Customer by any means, including by email, no later than three (3) days following the occurrence of the event. If the case of force majeure exceeds a period of one (1) month, VIIA may decide to terminate the Contract and shall notify the Customer in writing of such termination.
The termination of the Contract as a result of a case of Force Majeure, shall not under any circumstances lead to the payment of damages or compensation by VIIA.
All actions to which the Contract between the parties may give rise are time-barred one year after performance of the service that is the subject of the said Contract and is the
matter of dispute.
15. Authorisation to use the customer’s logo
The Customer authorises VIIA, unless it provides a formal objection in writing, to use any image on which one or more of its Loading Units is shown, with the logo and/or trading name of
the Customer, within the context of its commercial communication and any operation to promote the rail-road service.
Use of the logo by VIIA does not confer on it any right or licence over the Customer’s mark or logo.
16. Nullity – Invalidity
In the event that any of the provisions in these General Conditions are declared invalid or deemed unwritten, all other provisions shall remain in full force and effect.
17. Governing law and allocation of jurisdiction.
17.1. Applicable law
These General Terms and Conditions are subject to French law.
In the event of a dispute or litigation, only the Commercial Courts of NANTERRE are competent, even in the event of multiple defendants or action to enforce a guarantee.