In these terms and conditions the following definitions apply:
1.1. ALV: General Logistics Conditions.
1.2. BW: Civil Code.
1.3. ABAS-KVBG conditions: general conditions for the handling of goods and the related activities to the port of Antwerp.
1.4. CEB/VEA conditions: General Belgian Forwarding Conditions of the Confederation of Forwarding Agents of Belgium.
1.5. Logistics Service Agreement: the agreement whereby the Logistics Service Provider undertakes towards the Client to provide Logistics Services.
1.6. Logistics Services: all agreed performances of whatever nature that are related to the handling and distribution of goods, including but not limited to receipt, storage, removal, stock management, order handling, preparation for shipment, invoicing, with regard to goods as well as the related containing information exchange and its management, customs assignments, transport and forwarding. Under no circumstances will fiscal representation be subject to these terms and conditions.
1.7. Logistics Service Provider: the person who concludes and executes the agreement with the Client provides the Logistics Services for that purpose;
1.8. Logistics Centre: the space(s) where the Logistics Services take place.
1.9. Additional Activities: agreed activities, not agreed at concluding the original agreement for Logistics Services.
1.10. Consignee: the person to whom the Logistics Service Provider must deliver goods pursuant to the agreement.
1.11. Client: the person who has concluded an agreement with the Logistics Service Provider.
1.12. Acceptance: the moment at which the Logistics Service Provider allows the goods to be handed over, subject to reservation if necessary, and after which they remain under the care and management of the Logistics Service Provider.
1.13. Delivery: the moment at which the consignee allows the goods to be handed over, subject to reservation if necessary, and after which they are no longer in the care and the management of the Logistics Service Provider.
1.14. Force majeure: all circumstances over which the Logistics Service Provider has or should have no control and which make it humanly impossible for him to fulfill his obligations.
1.15. Working days: all calendar days, with the exception of Saturdays, Sundays, as well as all legally recognized public holidays in Belgium.
1.16. Stock differences: an unexplained difference between the physical stock and the stock as it should be according to the stock records of the Logistics Service Provider, unless the Client provides proof to the contrary.
1.17 CMR: Convention concerning the Agreement for the International Carriage of Goods by Road dd. May 19, 1956 (Geneva Convention).
1.18 CIM: Uniform Rules Concerning the Contract of International Carriage of Goods by Rail dd. July 1, 2006.
1.19. FIATA: Fiata model rules for freight forwarding services.
1.20. CMNI: the Budapest Convention on the Agreement for the Carriage of Goods by Inland Waterways (CMNI) of June 22, 2001.
2.1. In the absence of explicit and different written agreement between the parties, the GMMs apply to the Logistics Service Agreement and the Additional Activities, insofar as these are not contrary to mandatory law and public order.
The general terms and conditions of the Client on the legal relationship between the parties are expressly excluded.
2.2. In the absence of explicit and different written agreement between the parties, all transports carried out in the context of this Logistics Service Agreement are subject to the provisions of the international treaties and mandatory legislation applicable to the transport concerned (CMR, supplemented by the General Terms and Conditions for Road transport as drawn up by TLV, Febetra and UPTR if it concerns Belgian consignment note forms and these do not conflict with the applicable mandatory legislation, CIM, CMNI, FIATA, …).
2.3. In the absence of any contractual agreements to the contrary, all within the framework of this Logistical Service Agreement carried out forwarding, customs, VAT assignments are subject to the provisions of the CEB/VEA conditions.
2.4. In the absence of contractual agreements to the contrary, all stowage activities carried out in the context of transport by water in the context of this GMM will be subject to the provisions of the ABAS- KVBG conditions.
2.5. Every agreement is only concluded and commences at the moment that the offer of the Logistics Service Provider is confirmed by the Client, or if the Logistics Service Provider has actually carried out the assignment.
3 OBLIGATIONS OF THE LOGISTICS SERVICE PROVIDER
The Logistics Service Provider is obliged:
3.1. the Logistics Services and, where appropriate, the Additional Activities, agreed with the Client.
3.2. To receive the agreed goods at the agreed place, time and manner, accompanied by a transport document and any other documents provided by the Client and to deliver them in the same condition as they were received or in the agreed condition.
If there is no agreed term for Acceptance or Delivery, these agreed activities must take place within the time that a Logistics Service Provider, counting from the moment that the Acceptance or Delivery requested, reasonably needs to do so. This term is then deemed to be the agreed term.
To take receipt of the goods, to make any reservations on the transport document with regard to externally visible damage and quantity, and to inform the Client about them so that the latter can take the necessary measures.
3.3. Designate one or more contact persons and notify the Client thereof.
3.4. If the Logistics Service Provider fails to designate one or more contact persons as referred to in Article 3 paragraph 3, the person who has signed the agreement for Logistics Services on behalf of the Logistics Service Provider is deemed to be the contact person.
3.5. To ensure that the storage and handling of the goods is carried out in an appropriate areas, provided with the necessary permits where appropriate. Any change in the agreed Logistics Center will be reported to the Client.
3.6. To behave with due care with regard to the goods and, if this would be necessary for the preservation of the goods at the expense of the Client, to take all reasonable measures, including those that do not directly result from the provision of logistics services.
3.7. Its responsibility, as it arises from the GMM, to insure it with a recognized insurance company, in accordance with the Insurance Control Act of 9 July 1975.
3.8. Only allow the presence of the Client or the persons designated by him in the rooms or areas where the goods are located, but exclusively at the latter’s own risk and exclusively during normal business hours, provided, however, that this:
• Takes place in the presence of the Logistics Service Provider;
• has been notified and approved in advance;
• Takes place in accordance with the internal regulations of the Logistics Service Provider;
• Compliance with the regulations in the Logistics Center and/or on the premises of the Logistics Service provider applicable safety regulations.
3.9. To ensure the proper functioning of the equipment that he uses for the execution of the contract for the provision of logistics services.
3.10 Unless otherwise agreed between the parties, the obligations of the Logistics Service Provider under this Agreement are a best-efforts obligation and can in no case be interpreted as an obligation of result.
4 LIABILITY OF LOGISTICS SERVICE PROVIDER
4.1. If goods received by the Logistic Service Provider in their packaging, if any not in the same or in the agreed state to the Principal and/or consignee to be delivered, is the Logistic Service Provider, except in cases of force majeure and further in this terms and conditions, for the resulting damage and/or loss, as far as this is the case. The result of a fault or negligence on the part of the Logistic Service Provider, have been appointed, personnel or any subcontractors. The Client hereby bears the burden of proof.
4.2. The Logistics Service Provider is not liable for damage and loss to and of goods, insofar as such damage/loss is the result of the special risks associated with outdoor storage, on behalf of the Client.
4.3. The Logistics Service Provider is not liable in the event of, among other things, theft with burglary and/ or violence, fire, explosion, lightning, aircraft impact, water damage, inherent defect of the goods and their packaging, and hidden defects, rental and demurrage charges (demurrage and detention), and Force Majeure.
4.4. The liability of the Logistics Service Provider within the GMM is limited to a Amount to be agreed between the parties per kilogram, per event and per year, unless the damage was caused intentionally by the management of the Logistics Service Provider. Are such
If these amounts have not been agreed, a maximum amount of 8.33 Special Drawing Rights (STR) per kilogram of lost or damaged goods applies, with an absolute maximum of 25,000 euros per event or series of events with one and the same cause of damage, as well as a maximum of 100,000 euros per year.
4.5. Logistics Service Provider provides the Logistics Services and/or Additional
If work is not performed at the agreed time or within the agreed term, manner and place, he will then request instructions from the Client and, without prejudice to the stipulated in paragraph 1 of this article, is obliged to carry out these activities as soon as possible and without additional costs for the Client, in the agreed manner.
If the Client has also incurred costs in connection with the fact that the Logistics Service Provider has not performed the Logistics Services and/or Additional Activities in the agreed manner, time and place, the Logistics Service Provider is liable for these costs up to a maximum of one amount to be agreed upon in the Logistics Service Agreement. If such an amount has not been agreed, the liability of the Logistics Service Provider for these costs will amount to a maximum of 750 euros per event.
4.6. The Logistics Service Provider is not liable for damage as a result of information and orders provided by or to persons other than those referred to in Article 3 paragraph 3.
4.7. If the Logistics Service Provider repeatedly fails to meet its substantial obligations, the Client may, without prejudice to its right to compensation for damage as described in paragraphs 1, 2, 3 and 4 of this article, cancel the Logistics Services Agreement.
cancel after he has given the Logistics Service Provider a period of at least 30 days in writing and the Logistics Service Provider has not yet fulfilled its obligations at the end of this period.
To compensate for the damage resulting from this termination, the Logistics Service Provider owes a maximum of an amount to be determined when the Logistics Service Agreement is concluded.
4.8. The Logistics Service Provider is not liable for any damage other than to the goods themselves. For example, the liability of the Logistics Service Provider is excluded for all indirect or immaterial damage, such as but not limited to lost income, lost profit and consequential damage.
4.9. Any damage, losses and/or Stock differences will be evaluated once a year. In the event of a positive difference, no compensation will be requested. Any negative differences and any positive differences are offset against each other.
In the event of a negative difference, no compensation will be paid if this difference is less than a percentage of the total Annual Volume to be agreed between the parties. Failing this, a percentage of 0.1% of the total Annual Volume that is the subject of the Logistics Service Agreement applies. In this context, annual volume is understood to mean the sum of the incoming, outgoing and handled quantities of goods.
In the event that the agreed percentage is nevertheless exceeded, the Logistics Service Provider will pay the Client compensation equal to the arrival value of the relevant Stock Differences above the agreed percentage, to be proved by the Client. Liability for Stock Differences is limited as provided in Article 4.4. Arrival value is understood to mean the cost price of the production or purchase value plus the transport cost until Acceptance by the Logistics Service Provider.
4.10. The Logistics Service Provider may proceed with the sale of the goods without awaiting the instructions of the cargo interested party if this is justified by the perishable nature or condition of the goods or if the storage costs are disproportionate to the value of the goods. The value of the goods is the production cost or, failing this, the prevailing market price or, failing this, the usual value of goods of the same nature and quality.
He may also proceed with the sale in the event of surrender of the goods by the Client.
In other cases, he can also proceed with the sale if he has not received other instructions from the cargo interested party within a reasonable period of time, the execution of which can reasonably be demanded.
If the goods were sold in application of the present article, the proceeds of the sale must be made available to the cargo interested party, after deduction of the costs taxing the goods. If these costs are higher than the proceeds of the sale, the Logistics Service Provider will be entitled to the difference.
The procedure in the case of sale is determined by the law and the customs of the place where the goods are located.
In any case, in the case of perishable goods or goods whose storage costs are disproportionate to the value of the goods, a simple notification of sale will be sent to the cargo party.
If the latter does not respond to this within 2 Working Days, the sale can continue.
In the case of non-perishable goods, a simple notification of sale will also be sent to the cargo interested.
If the latter does not respond to this within a period of 15 calendar days, it can be sold.
5 OBLIGATIONS OF THE CLIENT
The Client is obliged:
5.1. Designate one or more contact persons and report this to the Logistics
5.2. If the Client fails to designate one or more contact persons as referred to in Article 5 paragraph 1 of these terms and conditions, the person who has signed the agreement for Logistics Services on behalf of the Client is deemed to be the contact person.
5.3. The Client is obliged to provide all information regarding the goods in a timely manner as well as the handling thereof, of which he knows or should know that these are important for the Logistics Service Provider.
In addition, the Client will make the data that the Logistics Service Provider claims to need for the correct execution of the agreement available to the Logistics Service Provider in a timely manner, in the desired form and in the desired manner.
For the dangerous goods, the Client is obliged to provide or communicate to the Logistics Service Provider all documents and instructions as stated in the conventions and regulations in this regard, such as ADR, ADNR, IMDG, MSDS sheets.
The Client guarantees the correctness, completeness and reliability of the data and documents made available to the Logistics Service Provider, which originate from it or from third parties.
The Logistics Service Provider has the right to suspend the execution of the agreement until such time as the Client has fulfilled the obligations mentioned above.
Insofar as the performance of the work is delayed or cannot be performed properly due to the late or improper provision of the agreed goods, data and/or documents, the resulting additional costs are and damage at the expense of the Client.”
The Client is also responsible for any damage to the environment, damage or personal injury suffered by the Logistics Service Provider, its employees, personnel or any subcontractors.
would suffer as a result of incomplete, incorrect, unreliable information regarding the nature of the goods.
5.4. Inform the Logistics Service Provider about the permits required for the performance of its activities.
5.5. To make the agreed goods available to the Logistics Service Provider at the agreed place, time and manner, at least packed in suitable, sufficient and transport-secure packaging, accompanied by an accompanying document and the other documents required by law on the part of the Client unless the parties have agreed otherwise in writing.
5.6. In addition to the agreed price for the Logistical Services, the costs incurred by the Logistical Service Provider with regard to the Additional Activities, as well as the costs, as referred to in Article 3, paragraph 6, to be reimbursed within the set payment term.
5.7. Indemnify the Logistics Service Provider against claims by third parties for damage, directly or indirectly caused by the goods, insufficient or unsuitable packaging of the Goods, an act or omission by the Client, its subordinates, as well as all other persons whose services the Client uses.
5.8. To be responsible for the equipment made available by him to the Logistics Service Provider.
5.9. Upon termination of the Logistics Service Agreement, to take delivery of the goods still with the Logistics Service Provider no later than the last Business Day of that agreement, and that after payment of all that is or will become due. for what will be due after termination of the Logistics Service Agreement, the Client can suffice with providing sufficient security.
5.10. Accept any adjustment of rates with regard to incurring expenses and/or bearing costs (including new taxes) that are unknown at the time of signing this agreement, and which the Client would also have had if the Client had engaged in any of the activities specified in this Agreement for its own account.
At the start of the agreement, the parties determine the modalities for automatic indexation of the rates. Failing this, the rates will be adjusted according to the consumer price index, as published on the website of the FPS Economy.
5.11. The costs of removal and recycling of the packaging and of the waste resulting from the service must be paid at cost.
6 LIABILITY OF THE CLIENT
6.1. The Client is liable for all damage and costs, caused by itself and persons working on its behalf and/or designated by it, and/or by the goods subject of the Logistics Service Agreement.
6.2. If the Client does not provide the information and documents as referred to in Article 5 paragraph 3 of these terms and conditions on time, or if the agreed goods are not delivered at the agreed time or within the agreed term, manner and place, in suitable, sufficient and transport-secure packaging and accompanied by the required documents as referred to in Article 5 paragraph 5 of these terms and conditions, he is obliged to perform these activities as soon as possible, free of charge and in the agreed manner for the Logistics Service Provider.
If the Logistics Service Provider has also incurred costs in connection with the fact that the Client has not fulfilled its obligations as referred to in Article 5, paragraphs 3 and 5 of these conditions, the Client is responsible for these costs up to a maximum of 30,000 euros per event.
6.3. If the Client repeatedly fails to meet its obligations, the Logistics Service Provider may, without prejudice to its right to compensation for damage, terminate the agreement for Logistics Services after it has set a reasonable deadline for the Client in writing and the Client has not yet paid obligations has been met. In that case, the Client is liable for the resulting damage.
6.4. The Client will insure the goods adequately, but at least against fire, lightning, explosion, impact of aircraft, storm damage, water damage, flooding and theft. In such cases, the Client and its insurer will waive any recourse against the Logistics Service Provider and all third parties.
In addition, he will be responsible for the collection and handling of the damaged goods. Access to the areas is regulated in Article 3, paragraph 8. He will also pay all costs caused by the collection and treatment of the items caused by fire and/or flooding.
damaged goods as well as all costs whatsoever arising therefrom, such as the costs of cleaning or remediation of the site or of the installations, without prejudice to what is stated under article 6 paragraph 1.
All claims to which the Logistics Service Agreement gives rise, including those arising from a COD clause, lapse one year from the day following the date on which the Client is or should have become aware of the fact or event that gives rise to the claim. Under penalty of forfeiture, every claim must be reported in writing: claim with regard to visible damage immediately after Delivery, and every claim for invisible damage within a period of 7 Working Days after Delivery.
8 DURATION AND TERMINATION OF CONTRACT
8.1 Unless otherwise agreed between the parties, the Logistics Service Agreement has been entered into for an indefinite period with a notice period of at least 6 months.
8.2 If one of the parties repeatedly fails to meet its substantial obligations, the other party may terminate the agreement for Logistics Services after it has set a period of at least 30 days by registered letter to the general management (business manager, managing director, etc.) and the other Party has not yet fulfilled its obligations on expiry.
8.3 In the event of liquidation, inability to pay and/or bankruptcy and/or another form of collective debt settlement of one of the parties, the other party has the right to dissolve the agreement without further notice of default.
8.4. If there is already partial performance by the Logistics Service Provider, the dissolution of the Logistics Service Agreement can only relate to the future and the Client owes a price proportional to the part of the Agreement that has been performed.
8.5. In the event of Force Majeure lasting longer than 30 days, the Client has the right to terminate the Agreement immediately, without the Client being entitled to claim compensation for any damage with regard to this dissolution.
9 PAYMENT TERMS
9.1. All amounts owed by the Logistics Service Provider and the Client, for whatever reason, will be paid, with due observance of the agreed term or, in the absence of an agreed term, within fourteen days of the invoice date.
9.2. In the absence of payment of the invoice on the due date, the amount owed will automatically and without notice of default yield interest at the interest rate determined by the ECB, determined by the law of 2 August 2002 in implementation of European Directive 2011/7/EU, increased by seven percent and rounded to the higher half percent.
9.3. If within a period of fifteen days after sending a notice of default by e-mail, registered letter, the debtor remains in default, the amount owed will also be increased by 10% with a minimum of 125 euros and a maximum of 4,000 euros by way of fixed compensation for the additional administrative costs, debtor supervision and disruption of commercial activities.
9.4. To the extent permitted by law, setoff is not permitted for any reason.
9.5. In the event of a dispute in a settlement, the undisputed part will always be paid in accordance with the payment conditions of this Agreement.
9.6. In the event that the logistics service agreement is terminated for any reason, all amounts referred to under clause 9 are immediately due and payable.
10.1. The Logistics Service Provider has a right of retention on goods and documents that it has in its possession in connection with the Logistics Service.
10.2. The Logistics Service Provider can only exercise the right of retention for what is or will be owed to it in the context of the Logistics Service. He can also exercise this right for what is printed on the goods by way of cash on delivery.
10.3. The Logistics Service Provider can also exercise the right of retention for what is still owed to it by the Client in connection with previous agreements for Logistics Services.
10.4. The Logistics Service Provider may also exercise the right of retention for a commission due to it in connection with a COD, for which it is not required to accept any security.
10.5. All goods, documents and monies held by the Logistics Service Provider under the Logistics Service Agreement serve as collateral for all claims that it has against the Client.
10.6. If the Client fails to pay the amounts owed by him to the Logistics Service Provider and in respect of which the Logistics Service Provider has a right of retention and/or pledge pursuant to the preceding paragraphs, the Logistics Service Provider has the right, after obtaining permission from the court, to be sold for its own account but at the expense of the Client in accordance with the Law of 05.05.1872.
10.7. The Logistics Service Provider may, upon request, have the collateral replaced by an equivalent security at its sole discretion.
11 APPLICABLE LAW / JURISDICTION
11.1. All agreements to which the General Terms and Conditions apply, will be subject to Belgian law.
11.2. Any dispute regarding the validity, interpretation or implementation of an agreement to which the GMMs apply will fall under the jurisdiction of the Courts which have territorial jurisdiction for the registered office of the Logistics Service Provider, unless there is a dispute between the Client and the Logistics Service Provider. express agreement in which the disputes are submitted to arbitration.
12 MISCELLANEOUS PROVISIONS
12.1. The inapplicability of one or more provisions of these terms and conditions does not affect the applicability of the other provisions. Both parties will immediately take the necessary steps to replace the provision in question with a valid one that approximates the original intent of the parties.
12.2. The fact that one of the parties does not respond to the non-compliance with the contractual provisions by the other party can never be regarded by the other party as a definitive departure from the relevant provision(s).
12.3. Each of the parties undertakes to observe strict secrecy with regard to third parties with regard to the full content of the communication between the Client and the Logistics Service Provider. concluded agreement, as well as with regard to information obtained under this agreement from the other party, with the exception of information that must be provided to competent government authorities on the basis of a legal obligation and with the exception of information exchange with third parties in the context of normal business operations.
12.4 All notifications must be made in writing by registered letter to the address of the general management (manager, managing director…).
12.5 The Dutch version of this GMM is the only authentic one. In the event of a contradiction between the Dutch version and any translation, the present Dutch version and its interpretation shall prevail.
These GMM are the revised version of and replace the conditions drawn up by BELOTRA/Logistics Cell of FEBETRA and the Royal Association of Goods Flow Managers, deposited on November 27, 2003 at the registry of the Chamber of Commerce and Industry of Antwerp and Waasland. The present GMM in turn was passed on 9 October 2015 deposited with the aforementioned Registry.