TRANSPORT MERVIELDE N.V. General Terms and Conditions

TITLE I: General

Article 1: Scope of application

These terms and conditions govern all professional relationships between TRANSPORT MERVIELDE N.V. and its contracting parties, regardless of whether this specific contracting party is a company or a private individual. Unless TRANSPORT MERVIELDE N.V. expressly acknowledges otherwise, these terms and conditions take precedence over any of the contracting parties’ other terms and conditions.
The non-applicability of any of the provisions of these conditions will 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 approaches the parties’ original intention.

Article 2: Capacity of TRANSPORT MERVIELDE N.V.

Depending on the specific services that a client orders, one or more of the titles of these general terms and conditions apply.

Title I always applies.
Title II applies insofar as TRANSPORT MERVIELDE N.V. acts as a carrier on behalf of its client. TRANSPORT MERVIELDE N.V. will be deemed to act as a carrier insofar as it has undertaken to carry out the transport itself.
Title III applies insofar as TRANSPORT MERVIELDE N.V. is obliged to hold any goods, be it before or after transportation, or unrelated to transport.
Title IV applies insofar as TRANSPORT MERVIELDE N.V. acts as a forwarding agent or handles customs clearance work on behalf of its client.
Title V applies insofar as TRANSPORT MERVIELDE N.V. carries out tank-cleaning work.

If several titles apply at the same time to the order carried out by TRANSPORT MERVIELDE N.V., and if various articles govern the same matter, the article that is most advantageous for TRANSPORT MERVIELDE N.V. will be applied.

Article 3: security, pledge and retention rights

3.1.   TRANSPORT MERVIELDE N.V. is at all times entitled to request payment guarantees or advance payments, and to suspend the execution of the order until those guarantees or advance payments have been received.
3.2.   TRANSPORT MERVIELDE N.V. will be entitled to exercise rights of pledge and/or retention on all material and/or goods it forwards, transports, stores or in any way holds; this is to cover all sums that its client, for whatever reason, owes or will owe to TRANSPORT MERVIELDE N.V.
3.3.   These rights extend to the principal sum, the interest, the penalty clause and costs, if applicable.
3.4.   Insofar as TRANSPORT MERVIELDE N.V. exercised these rights and released the goods, but the contracting party failed to collect them or where no further agreements were reached within 90 days of the release, TRANSPORT MERVIELDE N.V. may sell these goods in any way it sees fit.
3.5.   If the amounts owed are fixed and are not disputed, these rights will cease to exist once TRANSPORT MERVIELDE N.V. has been fully reimbursed, or once the contracting party has provided sufficient security for the full amount to be reimbursed.
3.6.   If the rights are disputed, or cannot be estimated precisely, these rights will cease to exist once the contracting party has provided sufficient security for the amount claimed by TRANSPORT MERVIELDE N.V., and the contracting party has undertaken to settle the amount claimed within a certain period, once this period has been established.

Article 4: Setoff of debts
4.1.   Notwithstanding any insolvency, any transfer of claims, any kind of attachment and notwithstanding any concurrence, TRANSPORT MERVIELDE N.V. is entitled to apply setoff or debt novation to TRANSPORT MERVIELDE N.V.’s obligations vis-à-vis its creditors or contracting parties, or any claims that these parties may have against TRANSPORT MERVIELDE N.V. This entitlement will not be affected in any way by the notification or the service of insolvency, the transfer of a claim, any kind of attachment or any concurrence.
4.2.   To the extent that it is necessary and pursuant to Section 14 of the Act of 15 December 2004 on financial security arrangements, Section 1295 of the Belgian Civil Code does not apply.
4.3.   The obligations referred to in the first paragraph constitute any obligation and liability that one party has towards the other, be it on a contractual or non-contractual basis, be it a pecuniary or another kind of obligation, which includes but is not limited to payment and delivery obligations, all debts, any obligation arising from a guarantee, any obligation to give or maintain security and any other obligation or requirement.
4.4.   Insofar as a TRANSPORT MERVIELDE N.V. contracting party wishes to engage an agent, it undertakes to inform this agent of this right to setoff or debt novation. The contracting party undertakes to indemnify TRANSPORT MERVIELDE N.V. against any claims brought by the agent engaged that relate to setoff or debt novation.

Article 5: Termination
5.1.   If confidence in the creditworthiness of the contracting party is damaged by acts of judicial enforcement against the contracting party and/or other demonstrable events that call into question the confidence in the proper execution of the agreements entered into by the contracting party and/or render it impossible, TRANSPORT MERVIELDE N.V. reserves the right, even after partial performance of the order, to suspend all or part of the contract in order to obtain adequate security from the contracting party. If the contracting party refuses to accept this, TRANSPORT MERVIELDE N.V. is entitled to cancel the order partially or entirely, without prejudice to any of TRANSPORT MERVIELDE N.V.’s rights to compensation and interest.
5.2.   Confidence in the contracting party will always be damaged if the contracting party invokes the the provisions of Section XX.39 et seq. of the Belgian Code of Economic Law or a similar provision in the applicable domestic law, or if the contracting party files for bankruptcy or is declared bankrupt.
5.3.   All amounts outstanding at the time of bankruptcy will become immediately due and payable, and Article 4 of this title will apply.
5.4.   Insofar as TRANSPORT MERVIELDE N.V. claims any fiduciary transfer of ownership with the party declared bankrupt, or with the party that applies the Act of 31 January 2009 on the continuity of enterprises, this transfer of ownership will end immediately on TRANSPORT MERVIELDE N.V.’s request, it will have to be paid in full, and Article 4 of this title may be applied in the process.

Article 6: Payment terms

6.1.   Unless the parties expressly agree otherwise in writing, the invoices are always payable into TRANSPORT MERVIELDE N.V.’s account, without discount and no later than the due date stated on the invoice.
6.2.   The contracting party is obliged to pay the agreed price, even if it asks TRANSPORT MERVIELDE N.V. to collect the amount from a third party.
6.3.   Losses due to exchange rate fluctuations are for the account of TRANSPORT MERVIELDE N.V.’s contracting party.
6.4.   TRANSPORT MERVIELDE N.V. is entitled to deduct payments that are not attributed to any debt on the part of the contracting party itself from what the client owes the forwarder.
6.5.   The contracting party waives any right to rely on any circumstance under which it would be entitled to suspend all or part of its payment obligations, and waives any setoff of debts with regard to all amounts charged by TRANSPORT MERVIELDE N.V.
6.6.   If the invoice is not paid by its due date, the amount still owed will automatically accrue interest – without a notice of default being required – at an interest rate as provided for in the Act of 2 August 2002 on combating late payment in commercial transactions.
6.7.   If interest as referred to in the previous paragraph is due, TRANSPORT MERVIELDE N.V. is entitled – by operation of law and without notice of default – to the payment of a fixed compensation set at a minimum of 10% of the amount that the contracting party has failed to pay. The awarding of this reasonable compensation of 10% does not exclude the awarding of a statutorily prescribed contribution towards the other party‘s legal representation costs, if applicable, or any other proven collection costs, for instance, the costs incurred for issuing a demand for payment, or costs incurred for engaging a bailiff or a lawyer.
6.8.   If the invoice is not paid by its due date, all invoices that are not yet due will also be due and payable by operation of law, without notice of default, immediately and in full.
6.9.   Insofar as the contracting party has any comments regarding an invoice or any other document originating from TRANSPORT MERVIELDE N.V. for any reason, the comment will only be admissible if the contracting party sends the comment to TRANSPORT MERVIELDE N.V. by registered mail within eight days of the sending of the invoice or the document.

Article 7: Orders
7.1.   If the scheduling of any activities is entrusted to TRANSPORT MERVIELDE N.V., TRANSPORT MERVIELDE N.V. will be notified by e-mail or fax of orders no later than 72 hours in advance, unless otherwise agreed in writing.
7.2.   If orders are only communicated less than 72 hours prior to shipment, transport or storage, TRANSPORT MERVIELDE N.V. cannot be held liable in any way for any damages resulting from this, unless otherwise agreed in writing.
7.3.   The client is bound by written instructions to provide adequate information regarding the activity to be scheduled.
7.4.   If this information proves to be incorrect or incomplete, TRANSPORT MERVIELDE N.V. will in no way be liable for the resulting damages. If TRANSPORT MERVIELDE N.V. suffers damages due to this incorrect or incomplete data, the client will be obliged to compensate these damages in full.

Article 8: Confidentiality

8.1.   TRANSPORT MERVIELDE N.V. and all contracting parties undertake to maintain strict confidentiality vis-à-vis third parties with regard to all the contents of agreements concluded between them, as well as with regard to information obtained in the context of the agreement concluded with the other party, with the exception of information that must be provided to competent government authorities on the grounds of a legal obligation, and with the exception of information exchange with third parties in the context of normal business operations. The parties will not use the logo, trademark or trade name of the other party without prior written permission. The party providing the information remains the owner of the information and no rights including user rights, title or stake in the information, including intellectual property rights, will be assigned to the other party.
8.2.   In the context of this confidentiality clause, all parties must impose obligations on their employees, legal successors, authorised representatives, affiliated companies and, in general, on any third party with whom they have a relationship, regardless of its nature, and with whom they could share the confidential information, regardless of the reason.
8.3.   In the event of non-compliance with this confidentiality clause, an expert will be appointed by the competent court at the request of one of the parties and in the absence of an agreement between them. This expert will be instructed to determine the damages due to the breach of confidentiality. The expert’s decision is final and binding on the parties.

Article 9: Choice of law and jurisdiction
In the event of any disputes, the courts in the place where TRANSPORT MERVIELDE N.V. has its registered office will have jurisdiction. Belgian law always applies.

Article 10: Translation
The Dutch version of these terms and conditions is the original and prevails over its translation in the event of any contradictions or differences in their interpretation.

Title II: Transport

Article 1: Scope of application

Without prejudice to any other mandatory provision, all transport orders and their execution, irrespective of whether it concerns a national or international, normal, heavy or abnormal transport, are subject to the mandatory provisions of the CMR Convention.

If TRANSPORT MERVIELDE N.V. acts as a carrier or transport agent on behalf of its client, these general terms and conditions of carriage, as well as the provisions of the following contractual documents, also apply to all transport orders and their execution, unless otherwise agreed in writing;

The consignment note, drawn up in accordance with the provisions of the CMR Convention
The order confirmation, where relevant
The quotation(s) and appendices, where relevant

The client’s, the consignor’s or the consignee’s other transport conditions and rules, do not apply,
unless they have been expressly accepted in writing.
The client will ensure that its contractors, the shipper and the consignee are aware of and agree with these terms and conditions, failing which it will reimburse TRANSPORT MERVIELDE N.V. for all costs and indemnify it against all claims.

In the absence of provisions in these terms and conditions, the General Terms and Conditions for Carriage by Road as drafted by Transport and Logistics Vlaanderen (TLV), Royal federation of Belgian carriers and logistic service providers (FEBETRA) and Professional Union of Transport and Logistics (UPTR) apply; in the event of a conflict between the said documents and these terms and conditions, the latter will prevail.
A temporary deviation between TRANSPORT MERVIELDE N.V. and a client from the provisions of these terms and conditions in the way in which they are implemented cannot in any way be interpreted as an adaptation or renewal of these provisions, which means that these provisions remain valid at all times.

Failure by TRANSPORT MERVIELDE N.V. to exercise any right or defence granted to it in these terms and conditions can never be interpreted as a relinquishment of the right or defence.

Article 2: Definitions

1.   ‘TRANSPORT MERVIELDE N.V.’: TRANSPORT MERVIELDE N.V., a public limited company incorporated under Belgian law, with its registered office at Monumentstraat 13, 9940 Ertvelde (Evergem), and with enterprise number 0421.064.033.
2.   ‘Quotation’: all quotations or all documents, of whatever kind, issued by TRANSPORT MERVIELDE N.V. stating the services and/or prices.
3.   ‘Order Confirmation’: document issued by TRANSPORT MERVIELDE N.V. in which either the Quotation accepted by the Client or the transport order from the Client is confirmed.
4.   ‘Goods’: the goods to be transported.
5.   ‘Client’: the party who tasks TRANSPORT MERVIELDE N.V. with the transporting of goods.
6.   ‘Consignor’: this party is deemed to be the same as the client, unless the client has stated that work is being done for the account of a third party.
7.   ‘Consignee’: the person to whom TRANSPORT MERVIELDE N.V. must deliver the goods pursuant to the order.
8.   ‘Carriage Charges’: the fee for carriage given on the basis of the initial information provided by the client or the price based on weight differences adjusted by TRANSPORT MERVIELDE N.V.
9.   ‘Access’: the actual and physical entrance to the premises of the client, shipper or consignee, whether or not it is demarcated and/or indicated by signs, barriers, gates or other equipment to demarcate premises.
10.   ‘Working Days’: all calendar days, with the exception of Saturdays, Sundays, as well as all public holidays recognised by law in Belgium.
11.   ‘Loading Area’: place where the goods or container must be collected by TRANSPORT MERVIELDE N.V. or by a carrier on behalf of TRANSPORT MERVIELDE N.V. and/or where they are loaded by a third party.
12.   ‘Unloading Area’: place where the goods or container must be delivered by TRANSPORT MERVIELDE N.V. or by a carrier on behalf of TRANSPORT MERVIELDE N.V., and/or where they are unloaded by a third party.
13.   ‘Shipper’: the consignor’s authorised representative who gives to TRANSPORT MERVIELDE N.V. or a carrier acting on behalf of TRANSPORT MERVIELDE N.V. the goods or a container equipment in the name and for the account of the consignor.
14.   ‘Unloader’: the company authorised by the consignee who takes delivery of the goods or a container in the name and for the account of the consignee.
15.   ‘Depot’: place where empty containers are kept, where TRANSPORT MERVIELDE N.V. or the transporter must collect and/or deliver containers in accordance with the agreed transport, either by the company itself, or on the instructions of TRANSPORT MERVIELDE N.V. or the consignor.
16.   ‘Said to Contain’: contents unknown clause, i.e. the inability of the carrier to check the nature/quantity/internal condition of the goods.
17.   ‘Road Tanker’: a vehicle and/or tank trailer designed to transport liquids, gases, powdered or granular substances and equipped with one or more tanks, as well as the appurtenances made available by the carrier, including the load-handling equipment.
18.   ‘Damage’: damage, destruction, complete or partial loss of the item not being a loss caused by calibration differences within the tolerances.
19.   ‘Contamination’: mixing and/or contamination with a foreign substance.
20.   ‘Loading Time’: the period between the agreed time at which the road tanker or vehicle is offered to the consignor or delivered to the collection address and the time at which the road tanker or vehicle is released by the consignor or at the collection address prior to departure.
21.   ‘Unloading Time’: the period between the agreed time at which the road tanker or vehicle is offered to the consignee or delivered to the delivery address and the time at which the road tanker or vehicle is released by the consignee or the delivery address prior to departure.
22.   ‘CMR’: the Convention on the Contract for the International Carriage of Goods by Road of 19 May 1956, the Protocol to the Convention on the Contract for International Carriage by Road of 5 July 1978 and the Belgian Act on the carriage of goods by road of 15 July 2013 including amendments.
23.   ‘General Terms and Conditions for Carriage by Road’: the general terms and conditions for road transport as set out by the Professional Union of Transport and Logistics (UPTR), Transport and Logistics Vlaanderen (TLV) and the Royal federation of Belgian carriers and logistic service providers (FEBETRA) trade federations.

Article 3: Quotations
3.1   Quotations are merely an invitation to issue an order unless otherwise stated in writing. They do not in any way constitute an acceptance of an order or an obligation.
3.2.   Unless otherwise agreed in writing, Quotations for transport services are valid for one month from the date of issue.
3.3.   If costs change due to factors beyond its control, TRANSPORT MERVIELDE N.V. reserves the right to adjust the rates offered in the interim.
3.4.   Oral orders are only definitively accepted if they are confirmed in writing within 24 hours or if TRANSPORT MERVIELDE N.V. has carried them out.

Article 4: Transport orders
4.1.   Transport orders must be given in writing. Orders given by telephone are only considered to be confirmed after written confirmation and with TRANSPORT MERVIELDE N.V.’s express acceptance.
4.2.   Transport orders must be as detailed and precise as possible and must state, subject to the statutory requirements, at least the following information: the type of container and number – if already known at the time of booking – the PIN code, the customs status, the seal number, the quay, the terminal or depot, the description of the nature of the Goods, their weight, the number of packages, special characteristics such as an asymmetrical centre of gravity, any fragile aspects of the material, the specific support points, dangerous Goods, the date on which the container must be returned free of charges and any additional instructions.
4.3.   Special characteristics, such as an asymmetrical centre of gravity, any fragile aspects of the material, the specific support points, or dangerous Goods, must always be stated. TRANSPORT MERVIELDE N.V. must be notified of these characteristics well in advance so that the order can be carried out as requested.
4.4.   If the vehicle used by TRANSPORT MERVIELDE N.V. turns out to be unsuitable because Client has provided incorrect or incomplete information, the costs of this will be entirely for Client’s account.
4.5.   If an order is cancelled:
•   after 2 pm of the previous day: the contracting party will owe 75% of the agreed Carriage Charges and all costs already deferred by TRANSPORT MERVIELDE N.V., unless agreed otherwise in writing.
•   on the day of the journey: the contracting party will owe 100% of the agreed Carriage Charges and all costs already deferred by TRANSPORT MERVIELDE N.V., unless agreed otherwise in writing.

Article 5. Consignor/Shipper’s obligations
5.1.   Obligations to provide information
5.1.1.   General
The Consignor is obliged to include with the cargo in good time all documents that are required by law or regulations to accompany the Goods or that are required to ensure that the transport is carried out properly. If TRANSPORT MERVIELDE N.V. does not receive the documents, it reserves the right to cancel the transport, with the right to compensation in accordance with Article 4.5 of these terms and conditions.
If failure to provide the required documents, or late submission of the documents, results in any liability on the part of TRANSPORT MERVIELDE N.V. vis-à-vis third parties, for whatever reason, the Consignor will be required to indemnify TRANSPORT MERVIELDE N.V. against all Damages and costs that may result from this, regardless of whether TRANSPORT MERVIELDE N.V. decides to cancel the transport or not. TRANSPORT MERVIELDE N.V. or, if applicable, the designated carrier will under no circumstances be liable for incorrect or incomplete information on the transport documents, including the correctness of the quantity and weight.
The Consignor will bear all costs, liabilities and Damages that may result from this, and they can be recovered from the Consignor.
All copies of the CMR consignment note must be given to the driver so that the latter can make reservations and/or comments.
5.1.2.   Transport of road tankers
The Consignor is responsible for ensuring that TRANSPORT MERVIELDE N.V. has the information on the CMR consignment note in advance, and at least has:
-   information concerning the (technical) loading and unloading facilities and the situation at the Consignor and the Consignee that are relevant for the loading and unloading;
-   information indicating the nature, behaviour and handling of the Goods transported;
-   information concerning the desired condition of the Road Tanker and appurtenances;
-   the information required by law;
-   the safety data sheet for the Goods to be transported.
5.1.3.   Tank container transport
The Consignor/Shipper is responsible for ensuring that TRANSPORT MERVIELDE N.V. has the information on the CMR consignment note in advance, and at least has the following information:
a.   type of container and number;
b.   PIN code, customs status, seal number, quay, terminal or depot;
c.   date on which the container must be delivered;
d.   any other additional instructions;
e.   a statement stating the weight of the container(s) to be transported and the load;
f.   the safety data sheet for the Goods to be transported.
5.2.   Requirements for the Loading and Unloading Area
The Consignor will ensure that TRANSPORT MERVIELDE N.V., the designated Carrier or subcontractor have unimpeded and safe access to the Loading and Unloading Area, irrespective of whether the Consignor is also the Shipper or Consignee. The Consignor guarantees that the Loading and Unloading Area is safe, suitable and always accessible and passable in all respects for the equipment necessary for handling and transporting the Goods, even if the pressure on the ground is high. For instance, the surface of the Unloading Area must be able to withstand a minimum axle load of 12 tonnes. The Consignor must ensure that the working conditions at the Loading and Unloading Area, in particular with regard to health and safety, are adequate and fully in accordance with the applicable laws and regulations.
This means, but is not restricted to, the following:
a.   the Loading and Unloading Area must be level, spacious and adequately paved;
b.   when Loading cargo to be transported at night, the driver must be assigned a safe place where he can wait until the transport can or may leave.   Neither TRANSPORT MERVIELDE N.V. nor the designated carrier nor the subcontractor is obliged to inspect the condition of the Loading and Unloading Area and such an inspection, if it nevertheless takes place, does not release the Consignor from its liability in connection with the poor condition of the Loading or Unloading Area.
The Consignor will reimburse all costs incurred or Damages suffered by TRANSPORT MERVIELDE N.V., the designated carrier or subcontractor that arise as a result of the unsuitability of the Loading or Unloading Area, such as when it proves to be impossible to load and/or unload the cargo, including if the vehicle is immobilised.
Moving the vehicle around inside and parking the vehicle with a view to loading or unloading on the premises of the Consignor, Shipper or Consignee takes place entirely on the instructions and under the responsibility of the Consignor, Consignee or Shipper. However, TRANSPORT MERVIELDE N.V. or the designated carrier is entitled to object to these instructions and, if necessary, refuse to load or unload the cargo if, in its opinion, this will jeopardise the local circumstances, the driver or his vehicle.
If there is no authorised person on site at the agreed time of delivery, TRANSPORT MERVIELDE N.V. or the designated carrier is instructed to unload the Goods to be delivered on site, after which the Consignor of the transport consignment will be informed of the delivery by TRANSPORT MERVIELDE
N.V. or the designated carrier, and the Consignor will be deemed to have accepted this delivery without reservation.
5.3.   Requirements with regard to the Goods, their condition and loading and unloading.
5.3.1.   General
The Consignor/Shipper will make the Goods to be transported available for transport at the agreed time and at the agreed Loading Area.
Unless otherwise stated in writing, the parties expressly agree that the loading and unloading will be done by the Consignor or the Consignee. If the Consignee or Consignor asks the driver to load or unload the cargo, this will be done under the express supervision, control and responsibility of the Consignor/Shipper or the Consignee. TRANSPORT MERVIELDE N.V. bears no liability whatsoever for Damage caused by, and/or during loading and unloading.
Unless the Consignor/Shipper has expressly asked for the gross weight of the load to be checked within the meaning of Article 8(3) of the CMR, the Consignor/Shipper remains responsible for any overloading, even the overloading of an axle, which is established during transportation. The Consignor/Shipper will reimburse all costs arising from this, including Damage due to immobilisation of the vehicle, and any fines or other legal costs that may result from this.
5.3.2.   Tanker transport using a Road Tanker or tank container
The Consignor/Shipper must visually inspect the tank(s) and any appurtenances suitable for the transport in question (or have them inspected) before loading begins. At the request of the Consignor/Shipper, TRANSPORT MERVIELDE N.V. or the designated carrier will give the Consignor/Shipper a cleaning certificate for the tank. The Consignor/Shipper’s subsequent granting of permission to load means that the Consignor accepts the state of repair and condition of the tank without reservation.
If it has been agreed that, given the nature of the Goods to be transported and that of the previous load, a cleaning certificate is not required and a certificate of the previous load will suffice, then the Consignor will accept the state of repair and condition of the tank without reservation.
The Consignor/Shipper is solely responsible for operating the loading and unloading equipment and for loading the correct volume of the correct product from the correct storage tank, taking into account the capacity of the Road Tanker and/or tank container.
For the purposes of unloading the transported Goods, the Consignor/Consignee must provide the correct tank with sufficient capacity to fully unload the cargo from the Road Tanker or tank container. TRANSPORT MERVIELDE N.V. or the designated carrier is not obliged to check the capacity for unloading and cannot be held liable for Damage or costs that arise as a result of insufficient capacity. The Consignor will reimburse TRANSPORT MERVIELDE N.V. for all costs if any residual cargo has to be transported and/or unloaded elsewhere, unless otherwise agreed in writing.
5.4   Other provisions
5.4.1.   If, as a result of the execution of the order, a guarantee has to be issued in favour of any third party, the Consignor will take case of this, for its risk and costs.
5.4.2.   The Consignor is responsible for presenting the cargo to customs for inspection and for clearing the customs documents for both import and export. Neither TRANSPORT MERVIELDE N.V. nor the designated carrier will take any responsibility for the customs inspection and clearance of customs documents. Neither TRANSPORT MERVIELDE N.V. nor the designated carrier can be held responsible if the documents are not available on the quay. If customs discovers an infringement on the part of TRANSPORT MERVIELDE N.V. or the designated carrier, the Consignor will always immediately contact TRANSPORT MERVIELDE N.V. and provide all the required information so that TRANSPORT MERVIELDE N.V. or the designated carrier can fully exercise their rights to defence vis-à-vis the customs department concerned. If the Consignor nevertheless reaches an amicable settlement with the customs administration department and disregards TRANSPORT MERVIELDE N.V. or the carrier’s rights mentioned above, the Consignor will not be entitled to subsequently hold TRANSPORT MERVIELDE N.V. or the designated carrier liable for any financial and other consequences.

Article 6: Instructions
TRANSPORT MERVIELDE N.V. agents and staff cannot accept any instruction or declaration that binds TRANSPORT MERVIELDE N.V. beyond the foreseen limits with regard to:
-   the value of the Goods that must serve as a reference in the event of total or partial loss or Damage (Article 23 and 25 CMR)
-   the delivery terms (Article 19 CMR)
-   the cash on delivery charges (Article 21 CMR)
-   a special value (Article 24 CMR) or a special interest in the delivery (Article 26 CMR) - instructions or declarations with respect to dangerous Goods (ADR) or Goods that are subject to special regulations.

Article 7: Immobilisation times
7.1.   TRANSPORT MERVIELDE N.V. is entitled to compensation for the time that road vehicles are immobilised.
7.2.   In the absence of a contract to the contrary, it is assumed that the carrier bears the costs of two hours of loading and two hours of unloading; the calculation is based on TRANSPORT MERVIELDE N.V.’s on-board computers, unless otherwise agreed in writing.
7.3.   After these two hours have lapsed, TRANSPORT MERVIELDE N.V. is entitled to reimbursement for all the costs arising from this additional immobilisation time. This fee is calculated per 15-minute period of time, unless otherwise agreed in writing.
7.4.   In addition, TRANSPORT MERVIELDE N.V. is entitled to reimbursement for all the costs arising from other immobilisation times that exceed the usual duration, taking into account the circumstances of the transport.

Article 8: Carrier’s liability
8.1. The carrier’s liability is limited to Damage to the Goods transported, in accordance with the
applicable provisions of the CMR Convention.
8.2. If other Goods that are under the care of the Consignor, loader or Consignee are damaged during transportation, but they are not the Goods being transported, the carrier is only liable for Damage attributable to it or to its negligence. In any event, the extent of its liability for Damage to goods other than the Goods being transported is limited per claim to a maximum of 8.33 SDR for each gross kilogramme in weight of the transported load, except if it is due to deliberate intent.

Article 9: Permit
If TRANSPORT MERVIELDE N.V. has to apply for any permit for arranging the transport, it will always act in the name and for the account of the Client. Consequently, TRANSPORT MERVIELDE N.V. is only committing itself to an obligation of means.

Article 10: Carriage charges and transport costs
10.1.   Unless TRANSPORT MERVIELDE N.V. agrees otherwise, the prices quoted include the costs for cleaning, motorway toll, ferry costs, two hours of free loading and two hours of fee unloading, but excluding any other costs and fuel surcharges, which will be laid down in a separate agreement between the parties. The rates are expressed in euros and exclude VAT.
10.2.   If, after the conclusion of the agreement with the Consignor, taxes, charges, levies, excise duties, customs duties, clearance costs, motorway tolls, ferry costs, fuel surcharges at home or abroad are introduced or increased or exchange rate fluctuations lead to increases in TRANSPORT MERVIELDE N.V.’s costs, the latter is entitled to increase the price charged pro rata.
10.3.   The Consignor is obliged to pay the cargo and transport costs, even if it asks TRANSPORT MERVIELDE N.V. to collect these costs from the Consignee. In that case, the Consignor and the Consignee are jointly and severally liable for payment.

Article 11: Dangerous Goods
11.1. If a container, tank container or Road Tanker containing dangerous Goods is collected from a terminal or depot, the Consignor must give TRANSPORT MERVIELDE N.V. all the information in advance as provided so that the description on the CMR shipping document, labels, signage, etc. is in accordance with the ADR Convention.
11.2. If a container or tank container containing dangerous Goods is left at a terminal or depot, the Consignor or the Shipper designated by it must ensure that the description on the CMR consignment note, the labels, the signage, etc. comply with the ADR Convention.

Title III: Storage and handling of Goods

Article 1: Scope of application
These general logistics terms and conditions of TRANSPORT MERVIELDE N.V. apply unless otherwise agreed in writing whenever TRANSPORT MERVIELDE N.V. is required to hold any Goods, be it before or after transportation, or separately from any transportation, and if TRANSPORT MERVIELDE N.V. acts as a logistics service provider and, in that capacity, performs any of the following logistics services (this list is not exhaustive): receipt, entry, storage, removal, stock control, order processing, preparation for dispatch, invoicing, with regard to Goods and related information exchange and management thereof, customs orders, transport and forwarding.
Deviating terms and conditions applied by the Client, Consignor or the Consignee do not apply unless they have been expressly accepted in writing.
If there are any relevant rules or arrangements missing in these terms and conditions, the General Logistics Terms and Conditions applied by the Professional Union of Transport and Logistics (UPTR), Transport and Logistics Vlaanderen (TLV), the Royal federation of Belgian carriers and logistic service providers (FEBETRA), the Royal Association of Belgian Gas Professionals (KVBG) and the Flemish Logistics Association (VLV), and/or the General Belgian Forwarding Conditions apply; in the event of a conflict between the said documents and these terms and conditions, the latter will prevail.
A temporary deviation between TRANSPORT MERVIELDE N.V. and a client from the provisions of these terms and conditions in the way in which they are implemented cannot in any way be interpreted as an adaptation or renewal of these provisions, which means that these provisions remain valid at all times.
Failure by TRANSPORT MERVIELDE N.V. to exercise any right or defence granted to it in these terms and conditions may never be interpreted as a renunciation of this right or defence.

Article 2: Definitions
1.   ‘TRANSPORT MERVIELDE N.V.’: TRANSPORT MERVIELDE N.V., a public limited company incorporated under Belgian law, with its registered office at Monumentstraat 13, 9940 Ertvelde (Evergem), and with enterprise number 0421.064.033.
2.   ‘Quotation’: all quotations or all documents, of whatever kind, issued by TRANSPORT MERVIELDE N.V. stating the services and/or prices.
3.   ‘Order Confirmation’: document issued by TRANSPORT MERVIELDE N.V. in which either the
Quotation accepted by the client or the transport order from the Client is confirmed.
4.   ‘Goods’: the goods to be transported or handled.
5.   ‘Client’: the party who tasks TRANSPORT MERVIELDE N.V. with executing the logistics order.
6.   ‘Working Days’: all calendar days, with the exception of Saturdays, Sundays, as well as all public holidays recognised by law in Belgium.
7.   ’Shipper’: the agent of the Consignor of goods.
8.   ‘Consignor’: this party is deemed to be the same as the client, unless the client has stated that
work is being done for the account of a third party.
9.   ‘Consignee’: the person to whom TRANSPORT MERVIELDE N.V. must deliver the goods
pursuant to the order.
10.   ‘Logistics Service Agreement’: the agreement under which TRANSPORT MERVIELDE N.V.
undertakes vis-à-vis client to provide logistic services.
11.   ‘Logistic Services’: all agreed services of whatever nature that are related to the handling and distribution of goods, including but not limited to receipt, entry, storage, removal, stock management, order processing, preparation for dispatch, invoicing with regard to goods and related information exchange and management, customs orders, transport and forwarding. Under no circumstances is fiscal representation included in this.
12.   ‘Logistics Centre’: the area(s) where the logistics services are provided.
13.   ‘Logistics Service Provider’: TRANSPORT MERVIELDE N.V., which enters into the agreement
with the client and provides logistics services on that basis.
14.   ‘Additional Work’: work not agreed when the original agreement for logistics services was
entered into.
15.   ‘Receipt’: the time when TRANSPORT MERVIELDE N.V. accepts the Goods as a logistics service provider, whereby reservations can be made if necessary, and after which they remain in the care and under the management of TRANSPORT MERVIELDE N.V. as the Logistics Service Provider.
16.   ‘Delivery’: the time when the Consignee accepts the Goods, whereby reservations can be made if necessary, and after which they are no longer in the care and under the management of TRANSPORT MERVIELDE N.V., as the Logistics Service Provider.
17.   ‘Stock Level Difference’: an unexplained difference between the physical stock and the level that the stock should be, according to TRANSPORT MERVIELDE N.V.’s stock administration, as a Logistics Service Provider, subject to proof to the contrary provided by the client.

18.   ‘Forwarding Conditions’: the General Belgian Forwarding Conditions as drawn up by the Confederatie der Expediteurs van België VZW and published in the Annexes of the Belgian Official Journal of 24 June 2005 under number 0090237.
19.   ‘General Logistics Terms and Conditions’: the conditions drawn up by the Professional Union of Transport and Logistics (UPTR), Transport and Logistics Vlaanderen (TLV), the Royal federation of Belgian carriers and logistic service providers (FEBETRA), the Royal Association of Belgian Gas Professionals (KVBG) and VLV, and filed with the court registry of the Chamber of Commerce and Industry of Antwerp and Waasland on 9 October 2015.
20.   ‘ABAS-KVBG conditions’: the general conditions for the handling of goods and related activities in the port of Antwerp.

Article 3: Quotations
3.1   Quotations are merely an invitation to issue an order unless otherwise stated in writing. They do not in any way constitute an acceptance of an order or an obligation.
3.2.   Unless otherwise agreed in writing, Quotations for logistics services are valid for three months from the date of their issue.
3.3.   If costs change due to factors beyond its control, TRANSPORT MERVIELDE N.V. reserves the right to adjust the rates offered in the interim.
3.4.   Verbally agreed contracts are only definitively accepted if confirmed in writing, within 24 hours, or if TRANSPORT MERVIELDE N.V. has begun performing them.

Article 4: Obligations of the Client
4.1.   No later than the commencement of the work, services or activities, the Client will promptly:
•   provide TRANSPORT MERVIELDE N.V., in writing, with all the information concerning the Goods and their handling   which it knows, or ought to know to be relevant to the performance of the Logistic Services. The Client will therefore provide the following information (not an exhaustive
list):   type, quantity, weight, product information, condition and hazard class (explosive, flammable, oxidizing, corrosive, toxic, radioactive, pressure-sensitive, etc.), UN number(s), packaging
group, packaging characteristics, any   specific   cargo securing pattern required by the Client, and so on.
•   provide all information, in the form required by TRANSPORT MERVIELDE N.V., which TRANSPORT MERVIELDE N.V. indicates is necessary for the proper   performance   of   the agreement.
•   notify all instructions and all restrictions relating to the protection,   handling or location of the Goods and the performance of the contract in general (flammability point, freezing point, solidification point, product temperature, dew point, discoloration,   moisture   tolerance, polymerization, etc.).
* present the safety data sheet for the product to be transported.
4.2.   Quotations by TRANSPORT MERVIELDE N.V. will, among other things, indicate the following:
•   manner in which, and period within which, incoming and outgoing shipments are registered;
•   the opening hours of the storage facilities;
In the absence of any indication, the following rules apply:
•   Incoming and outgoing shipments must be registered using the slot booking system,   unless otherwise agreed in writing;
•   The unloading of incoming shipments and the loading of outgoing shipments must be requested no later than 48 hours prior to the said handling, unless otherwise agreed   in
writing.
•   The opening hours of the storage facilities are from 8 am to 12 noon and from 1 pm to 5 pm.
4.3.   For hazardous Goods, the Client is obliged to provide TRANSPORT MERVIELDE N.V. with, or inform it of, all the documents and instructions mentioned in the relevant conventions and regulations, including ADR, ADNR, IMDG, MSDS sheets etc. The Client guarantees that Goods comply with the REACH regulations as laid down in EU Directive 1907/2006 of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals.
4.4.   The Client vouches for the accuracy, completeness and reliability of the information and documents provided to TRANSPORT MERVIELDE N.V. which originate from it or from third parties (including, but not limited to, the registration number for the products as required by the European Chemicals Agency).
4.5.   TRANSPORT MERVIELDE N.V. has the right to suspend performance of the agreement until such time as the Client has fulfilled the aforementioned obligations.
4.6.   If the performance of the work is delayed, or cannot be undertaken in the proper manner, due to the late or improper provision of the agreed Goods, of information and/or of documents, the resulting extra costs and damage are payable by the Client.
4.7.   The Client is responsible for any damage to the environment, or damage or personal injury suffered by TRANSPORT MERVIELDE N.V., its agents, personnel or any subcontractors as a consequence of incomplete, inaccurate or unreliable information concerning the nature of the Goods.
4.8.   The Client is obliged to inform TRANSPORT MERVIELDE N.V. about the permits which may be necessary for the exercise of its activities.
4.9.   The Client must make the agreed Goods available to TRANSPORT MERVIELDE N.V. at the agreed location and time and in the agreed manner, packaged as a minimum in suitable, adequate and transport-proof packaging, and accompanied by a supporting document and the other documents which the Client is required by law to provide, unless the parties have made differing agreements in writing.
4.10.   In addition to the agreed price for the Logistic Services, within the stated payment period the Client will also reimburse the costs incurred by TRANSPORT MERVIELDE N.V. with respect to the Additional Work and the work deferred by TRANSPORT MERVIELDE N.V. pursuant to Article 5.6.
4.11.   The Client will indemnify TRANSPORT MERVIELDE N.V. against claims by third parties for damage directly or indirectly caused by the nature or a characteristic of the Goods, inadequate or unsuitable packaging of the Goods, or an action or omission by the Client, its subordinates or any other persons whose services the Client uses.
4.12.   The Client vouches for the equipment placed at its disposal by TRANSPORT MERVIELDE N.V. The Client declares that it has had the opportunity to inspect the installations and materials of TRANSPORT MERVIELDE N.V. prior to the contract or the delivery of the Goods, and judged them suitable. The Client declares that its Goods are not such as to cause direct or indirect damage to the installations and materials of TRANSPORT MERVIELDE N.V.
4.13.   When the Logistics Service Agreement ends, the Client is obliged to take receipt of the Goods still located at TRANSPORT MERVIELDE N.V. no later than the last working day of the agreement, after payment of all amounts that are, or will fall due.
The Client is obliged to have the installations and materials cleaned under its responsibility and at its expense when the contract ends. Unless otherwise agreed, in writing, with respect to amounts due after the end of the Logistics Service Agreement, the Client may simply furnish adequate security vis- a-vis TRANSPORT MERVIELDE N.V.
4.14.   The Client must accept any revised prices with respect to the incurring of expenditure and/or the payment of costs (including new taxes) which are not known at the time of signature of the Logistics Service Agreement or the commencement of the performance of a logistics contract, and which the Client would have also incurred if the Client were to undertake the activities mentioned in the agreement or contract at its own expense.
4.15.   Upon the commencement of the Logistics Service Agreement, the terms of the automatic indexation of prices will be determined; prices are adjusted in line with fluctuations in the index of consumer prices as published on the website of the FPS Economy, unless otherwise agreed in writing.
4.16.   The Client must pay to TRANSPORT MERVIELDE N.V., at cost price, the costs of disposal and recycling of packaging and of waste arising from the provision of the services, unless otherwise agreed in writing.
4.17.   The Client must designate one or more contact persons and notify their details to TRANSPORT MERVIELDE N.V. If the Client fails to designate one or more contact persons, the person who signed the Logistics Service Agreement on behalf of the Client will be deemed to be the contact person.

Article 5. Obligations of TRANSPORT MERVIELDE N.V.
5.1.   TRANSPORT MERVIELDE N.V. will take receipt of the agreed Goods at the agreed location and time, in the agreed manner, accompanied by a transport document and any other documents provided by the Client, and deliver them in the same condition as that in which they were received, or in the agreed condition. If the primary packaging of the Goods to be transported is not sufficiently robust for secure transport and the packager has failed to strengthen the packaging, the Goods will be additionally wrapped in sufficiently robust packaging, to ensure that they are sufficiently secure in transit. In such event, the associated costs will be charged to the Client.
5.2.   If no period has been agreed for reception or delivery, the agreed work must take place within the period reasonably required by TRANSPORT MERVIELDE N.V., starting from the time at which reception or delivery is requested. This period will then be deemed to be the agreed period.
5.3.   TRANSPORT MERVIELDE N.V. will take receipt of the Goods, note any reservation on the transport document concerning externally visible damage and quantity, and inform the Client of this so that the Client can take the necessary measures.
5.4.   TRANSPORT MERVIELDE N.V. will designate one or more contact persons and inform the Client of their contact details. If TRANSPORT MERVIELDE N.V. fails to designate one or more contact persons, the person who signed the Logistics Service Agreement on behalf of TRANSPORT MERVIELDE N.V. will be deemed to be the contact person.
5.5.   TRANSPORT MERVIELDE N.V. must ensure that the storage and handling of the Goods are undertaken in suitable premises with, if appropriate, the necessary permits. Any change to the agreed Logistics Centre will be notified to the Client.
5.6.   With respect to the goods, TRANSPORT MERVIELDE N.V. must conduct itself with due care and, if necessary for the holding of the goods at the Client’s expense, take all necessary measures, including measures that do not arise directly from the provision of logistics services. If, applying standards of reasonableness and fairness, there is a risk of loss of or damage to the Goods themselves, to other Goods being kept by TRANSPORT MERVIELDE N.V. (belonging to third parties or its own Goods) or to the storage space, or of death of or injury to persons or animals, should such measures not be taken, TRANSPORT MERVIELDE N.V. may take all measures, at the Client’s expense, which it deems necessary, including the destruction of the Goods.
5.7.   TRANSPORT MERVIELDE N.V. confirms that it has insured its responsibility resulting from the application of these conditions with a recognised insurance company, in accordance with the Controlewet op de Verzekeringen (Supervisory Act on Insurance) of 9 July 1975.
5.8.   TRANSPORT MERVIELDE N.V. must admit the Client or the persons designated by the Client to the premises or land where the Goods are located, but only at their own risk and only during normal hours of business. However, this is on condition that this:
•   is in the presence of TRANSPORT MERVIELDE N.V. or a person delegated by it;
•   is notified and approved in advance;
•   takes place in accordance with the internal rules of the Logistics Centre concerned;
•   takes place in compliance with the safety rules in force at the Logistics Centre and/or on the land of TRANSPORT MERVIELDE N.V.
5.9.   TRANSPORT MERVIELDE N.V. is obliged to make sure that the equipment used in the performance of the Logistics Service Agreement is in good working order.
5.10.   Unless otherwise agreed in writing, the commitments of TRANSPORT MERVIELDE N.V. as a Logistics Service Provider under these conditions are best efforts obligations and cannot under any circumstances be interpreted as an obligation of results.

Article 6: Client’s liability
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 that are the subject of the Logistics Service Agreement.
6.2.   If the Client does not promptly furnish the information and documents referred to in Article 4.1. of these conditions, or does not make the agreed Goods available at the agreed time or within the agreed period, in the agreed manner, or at the agreed place, in suitable, transport-proof packaging and accompanied by the required documents, it is obliged to undertake these activities for TRANSPORT MERVIELDE N.V. as swiftly as possible, free of charge and in the agreed manner. If TRANSPORT MERVIELDE N.V. has also incurred costs in connection with the Client’s failure to fulfil its obligations as set out in Article 4 of these conditions, the Client is liable for those costs up to a maximum of EUR 30,000 per event.
6.3.   If the Client repeatedly fails to fulfil its obligations, without prejudice to its right to compensation for damage, TRANSPORT MERVIELDE N.V. may terminate the Logistics Service Agreement after writing to the Client to set a reasonable, final deadline, if the Client has still not fulfilled its obligations once that deadline has passed. In such event, the Client is liable for the resulting damage.
6.4.   The Client must adequately insure the Goods that are the subject of the Logistics Service Agreement against, as a minimum, fire, lightning strike, explosion, impact of aircraft, storm damage, water damage, flood and theft. In such event, the Client and its insurer must waive recourse against TRANSPORT MERVIELDE N.V. and all third parties.
6.5.   Following a claim, the Client is responsible for collecting and handling the damaged goods. Arrangements for access to the premises are set out in Article 5.8 of these conditions. It is also obliged to pay all costs caused by the collection and handling of the Goods damaged by fire and/or flood, and all costs of any nature arising therefrom, such as the costs of the cleaning or remediation of the land or of the installations, unless otherwise agreed in writing.

Article 7: Liability of TRANSPORT MERVIELDE N.V.
7.1.   If Goods received by TRANSPORT MERVIELDE N.V., in their packaging (if any), are not delivered in the same or in the agreed condition to the Client and/or Consignee, except in cases of force majeure and the following provisions, TRANSPORT MERVIELDE N.V. is liable for the resulting damage and/or loss, insofar as due to an error or oversight by TRANSPORT MERVIELDE N.V., its agents, personnel or any subcontractors. The burden of proof rests with the Client.
7.2.   TRANSPORT MERVIELDE N.V. is not liable for damage to and loss of Goods, insofar as the damage/loss is the consequence of the special risks associated with storage in the open on the instructions of the Client.
7.3.   TRANSPORT MERVIELDE N.V. is not liable in the case of, inter alia, theft with forcible entry and/or violence, fire, explosion, lightning, impact of aircraft, water damage, fault of the Goods and their packaging and hidden defects, demurrage and detention, and force majeure.
7.4.   Such liability is limited to an amount per kilogram and per year, to be agreed between the parties, unless the damage was deliberately caused by the management of TRANSPORT MERVIELDE N.V. If no such amounts have been agreed, a maximum sum of 8.33 special drawing rights (SDRs) per kilogram of lost or damaged Goods applies, up to an absolute maximum of EUR 25,000 per event or series or events with the same single cause of damage, and a maximum of EUR 100,000 per year.
7.5.   If TRANSPORT MERVIELDE N.V. does not perform the Logistics Services and/or Additional Work at the agreed time or within the agreed period, in the agreed manner or at the agreed place, it will then request instructions from the Client and, without prejudice to the provisions of 7.1. of this Article, it will be obliged to perform those activities as swiftly as possible and at no extra cost to the Client, in the agreed manner. If the Client has incurred additional costs because TRANSPORT MERVIELDE N.V. has not performed the Logistics Services and/or Additional Work in the agreed manner, at the agreed time or at the agreed place, TRANSPORT MERVIELDE N.V. will be liable for those costs, up to a maximum of an amount to be agreed when the Logistics Service Agreement is concluded. If no such amount has been agreed, the liability of TRANSPORT MERVIELDE N.V. for such costs will be limited to EUR 750 per event.
7.6.   TRANSPORT MERVIELDE N.V. is not liable for damage as a consequence of information and instructions given by or to persons other than those stated in Article 5.4. of these conditions.
7.7.   If TRANSPORT MERVIELDE N.V. repeatedly fails to fulfil its material obligations, the Client may, without prejudice to its right to compensation for damage described above, terminate the Logistics Service Agreement after it has sent a letter by registered post to the general management of TRANSPORT MERVIELDE N.V., allowing a period of at least 30 days, and TRANSPORT MERVIELDE N.V. has still not fulfilled its obligations after said period has expired. If so provided in the Logistics Service Agreement, TRANSPORT MERVIELDE N.V. owes compensation for the damage sustained as a consequence of termination which is limited to a maximum to be specified in said agreement. If such compensation is not stipulated in the Logistics Service Agreement, the Client is deemed to have waived compensation, in which case no compensation is payable by TRANSPORT MERVIELDE N.V.
7.8.   TRANSPORT MERVIELDE N.V. is not liable for any damage other than to the Goods themselves. Therefore, it cannot be held liable for any indirect or immaterial damage including, but not limited to, lost earnings, lost profit and consequential damage.
7.9.   Any damage, losses and/or Stock Level Differences will be assessed once a year. In the case of a positive difference, no compensation will be requested. Any negative differences and any positive differences will be balanced against each other.
In the case of a negative difference, no compensation will be paid if said difference is smaller 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. For these purposes, annual volume denotes the total incoming, outgoing and handled quantities of Goods. In the event that the agreed percentage is exceeded, TRANSPORT MERVIELDE N.V. will pay compensation to the Client that is equal to the value on arrival of the Stock Level Differences in question above the agreed percentage, which the Client must prove. Liability for Stock Level Differences is limited as provided for above. The arrival value denotes the cost price of production or the acquisition value, plus the transport cost up to the point of receipt by TRANSPORT MERVIELDE N.V.
7.10.   TRANSPORT MERVIELDE N.V. may proceed with the sale of the Goods without awaiting the instructions of the person responsible for the load, if the perishable nature or the condition of the Goods justifies this, or if the costs of keeping the Goods are disproportionate to their value. The value of the Goods is the production cost or, failing this, the customary market value, or failing this the usual value of Goods of the same type and quality. TRANSPORT MERVIELDE N.V. may also proceed with the sale if the Client surrenders the Goods. In the other instances, it may also proceed with the sale if it has not been instructed otherwise by the person responsible within a reasonable period during which performance can reasonably be demanded. If the Goods are sold in application of this article, the proceeds of the sale must be placed at the disposal of the person responsible for the load, less the costs associated with the Goods. If said costs are higher than the proceeds of the sale, TRANSPORT MERVIELDE N.V. will be entitled to the difference. The procedure in the event of sale is stipulated by law and the practices of the place where the Goods are located. In the case of perishable Goods or Goods which would cost more to keep than is reasonable in light of their value, simple notification of sale will be sent to the person responsible for the load. If that person does not respond to this notification within 2 working days, the sale may proceed. In the case of non-perishable Goods, a simple notification will also be sent to the person responsible for the load. The sale may proceed if that person does not respond to the notification within a period of 15 calendar days.

Article 8: Statute of limitations
All Claims to which the Logistics Service Agreement gives rise, including claims arising from a cash on delivery condition, are limited to one year starting from the day following the day on which the Client is aware, or ought to be aware of the fact or incident giving rise to the claim. All claims must be notified in writing, otherwise they cannot be pursued: a claim concerning visible damage must be notified immediately after delivery, and all claims for hidden damage within a period of 7 working days following delivery.

Article 9: Duration and termination
9.1.   Unless otherwise agreed between the parties, the Logistics Service Agreement is concluded for an indefinite period, with a notice period of at least 6 months.
9.2.   If either party repeatedly fails to fulfil its material obligations, the other party may terminate the agreement for the provision of Logistics Services after it has sent a letter by registered post to the general management (branch manager, managing director etc.) allowing a period of at least 30 days, and the other party has still not fulfilled its obligations once that period has elapsed.
9.3.   In the event of liquidation, inability to pay and/or bankruptcy and/or another form of collective debt settlement affecting one of the parties, the other party has the right to dissolve the agreement without further notice.
9.4.   If the Logistics Service Provider has already performed part of the agreement, the Logistics Service Agreement may only be dissolved for the future, and the Client owes a proportionate part of the price for the part of the agreement that has already been performed.
9.5.   In the event of force majeure lasting longer than 30 days, the Client has the right to immediately terminate the agreement, without the Client being entitled to demand compensation for any damage associated with such dissolution.

Title IV: Shipping and customs operations

All customs and shipping operations performed by TRANSPORT MERVIELDE N.V. are governed by the General Belgian Freight Forwarding Terms, as drawn up by the Nationale Confederatie der Expediteurs van België VZW (Belgian national shippers’ confederation) and published in the Annexes to the Belgian Official Gazette of 24 June 2005, under number 0090237, and which are attached to these conditions as Annex A.

Title V: Tank cleaning

All tank cleaning activities performed by TRANSPORT MERVIELDE N.V. are governed by the Conditions of Tank Cleaning as drawn up by the Tank Cleaning Committee (CTC), the Belgian federation of professional tank cleaners, which are attached to these conditions in Annex B.

Annexes:
A. General Belgian Freight Forwarding Terms
B. CTC General Conditions of Tank Cleaning