General Terms and Conditions of Sale and Transport CFL cargo

General Terms and Conditions of Sale and Transport CFL cargo

(valid as of 22/05/2025)

A – General provisions

Article 1 Definition, object and scope

1.1 CFL cargo is a public limited company having its registered office at 100 ZAE Wolser E, L-3437 Dudelange, Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Companies Register under No. B60314 (hereinafter referred to as "CFL Cargo Luxembourg").
The term "Subsidiary" refers to the following subsidiaries of CFL Cargo Luxembourg: (i) CFL CARGO France, a public limited company, having its registered office at 70 rue Saint-François, 57535 Marange-Silvange, registered in the Metz Trade and Companies Register under number 530 319 961, or (ii) CFL Cargo Deutschland GmbH, a company having its registered office located in Germany at 8-10 Am Innenhafen, D-47059 Duisburg, registered in the Duisburg Trade and Companies Register under No. HRB 37506.
1.2 The object of these General Terms and Conditions is to govern the relations between CFL Cargo Luxembourg or a Subsidiary ("CFL cargo") and its customers within the framework of all agreements and service provisions, including all rail transport services.
1.3 The General Terms and Conditions may be supplemented by a written contract signed by and between the parties that may contain Particular Terms and Conditions and may, where necessary, derogate from these General Terms and Conditions.
1.4 The relations between CFL cargo and its customers shall be governed by the documents listed below:

• CFL cargo's offers (the “Offer”).
• Specific agreements for each customer.
• The Particular Terms and Conditions applicable to the relations between CFL cargo and its customers, in effect at the time the service is performed.
• The General Terms and Conditions in effect at the time the service is provided.
• For transport services, in addition to the documents listed above:
• The provisions of the Convention concerning International Carriage by Rail (COTIF) and its appendices (including the Uniform Rules concerning the Contract of International Carriage of Goods by Rail (CIM) and the Regulation concerning the International Carriage of Dangerous Goods by Rail (RID)).
• The CIM General Terms and Conditions of Transport (CGT-CIM).
• The Uniform Contract for the Use of Wagons (CUU).

In case of ambiguity or contradiction between these documents, or for interpretation purposes, the priority of these documents will be given to the documents in the order in which they were mentioned above, unless otherwise required by mandatory provisions.
1.5 Unless accepted in writing beforehand by CFL cargo, the customer’s general terms and conditions may not take precedence over these General Terms and Conditions.
1.6 CFL cargo reserves the right to amend these General Terms and Conditions at all times by informing the customer 2 (two) months in advance at the latest. No amendment shall apply retroactively. If no notice of objection is served prior to the scheduled entry into force, such amendments shall be considered to be approved. In the event of objection by the customer before the amendments enter into force, the contractual provisions shall remain unchanged. In the latter case, CFL cargo shall nonetheless be entitled to terminate the contract within 3 months of receipt of the objection.

Article 2 Prices of the services

2.1 Prices shall be quoted in euros, exclusive of VAT. They shall not comprise duties, taxes, fees and any other levies payable pursuant to any legislation and regulations, in particular of a tax or customs nature (such as excise duties, entrance fees, etc.).
2.2 Prices shall be calculated on the basis of information provided by the customer, taking into account in particular the services to be rendered, the nature of the merchandise, and its weight and volume.
2.3 The prices mentioned in a CFL cargo quotation shall be valid for the period mentioned therein. If no validity period is stipulated in the quotation, the prices mentioned shall be valid for 30 (thirty) days maximum as of the communication of said quotation.
2.4 If contracts are set for a period longer than one year, prices shall be adjusted annually according to the national consumer price index in the country where each CFL cargo entity has its registered office, in effect at the time that the transport contract is concluded, and shall be automatically adjusted on 1 January of each year without prior notification (i.e., for Luxembourg, the reference consumer price index will be that of Statec, for France, the reference will be the producer price index in industrial production sold in France (Manufacturing except food-processing industry and energy), and for Germany of Destatis (Erzeugerpreisindex für Dienstleistungen). If the index is removed or frozen, the CFL cargo entity concerned shall use an equivalent replacement index based on the development of consumer prices.

Article 3 Liability of CFL cargo and insurance

3.1 For national and international transport, the liability of CFL cargo is engaged only within the limits of the COTIF and its appendices (especially the CIM) and the CUU.
3.2 In the event that CFL cargo were to undertake to provide other services which do not fall under the scope of the CIM, the obligations assumed by CFL cargo shall be obligations of means. CFL cargo shall be held liable for the violation of such services only in case of gross negligence or wilful misconduct.
3.3 Unless otherwise stipulated, the conditions for lodging claims and the compensation limits are those of the CIM, in particular:

• Loss and damage: the value at the point of dispatch of the goods, excluding all other damages, with a limit of 17 SDR per kilogram in gross weight missing or damaged,
• Delay in delivery: four times the transport price for any damage, including consequential damage.

3.4 Compensation shall be reduced by one-third if the customer prevents CFL cargo from taking any action to safeguard and/or recover the goods.
3.5 CFL cargo shall not be liable for non-material damages (including financial damages resulting from material damage, loss of turnover, and profit) and indirect damages.
3.6 CFL cargo shall cover its liability by taking out appropriate insurance.

Article 4 Liability of the customer and insurance

4.1 The customer shall cover its liability by taking out appropriate insurance and shall be required to provide CFL cargo, upon request, proof that such insurance has been taken out and the relevant premium has been paid.
4.2 In the case of hazardous goods, the customer shall inform CFL cargo in writing of the hazards and, where appropriate, the safety measures to be taken. In the case of hazardous products within the meaning of legislation on the transport or handling of hazardous goods, or in the case of goods for which the legislator has enacted particular provisions for safety, handling or the management of waste, the customer shall be required to provide CFL cargo with all such data as useful and necessary, including the classification of the goods, so as to enable CFL cargo to provide the services requested in accordance with the proper rules.
4.3 In the case of very valuable goods or items susceptible to theft (cash, jewels, watches, precious stones, works of art, antiques, credit cards, tobacco, etc.), or items worth €50/kg and more, the customer shall inform CFL cargo in due course in writing so that CFL cargo can take such measures as necessary for the transport and/or handling thereof. These additional costs will be charged to the customer.
4.4 If the customer does not comply with the provisions of Articles 4.2 and 4.3 of the General Terms and Conditions, CFL cargo reserves the right to:

• Refuse acceptance of the goods;
• Return goods already accepted or place them at the customer’s disposal so that the latter can collect them;
• Send, transport or store the goods, taking such measures as required to perform the contract in complete safety and to protect the goods from any damage, without the prior consent of the customer as to additional costs, which the customer shall nonetheless agree to pay.

4.5 The customer shall be responsible for its own faults, omissions, and/or negligence as well as those of its employees, agents, representatives, and/or subcontractors.
4.6 In case of loss, damage, or any other harm suffered by the goods, or in case of delay, it shall be the responsibility of the customer, recipient, or consignee to make the necessary and sufficient observations, to take justified reservations, issue formal notices, deliver, and take all necessary steps to preserve any claims. Unless otherwise stipulated under mandatory law, all claims, complaints, and actions against CFL cargo shall be time-barred one year from the day the disputed service was performed or from the day it should have been performed.

Article 5 Invoicing and payment

5.1 CFL cargo invoices shall be payable within a period of 30 (thirty) days starting from the date of invoice. Invoices can be contested by the customer only within 30 days as of the date of the invoice. The customer must provide the invoice number, the exact amount in dispute, the specific reason for the dispute, and supporting documents. If part of the invoice is contested within the timeframe by the customer, the customer shall be required to pay the uncontested portion of the invoice within the specified payment period.
5.2 If an invoice is not paid when due, the customer shall be liable for late penalty fees as provided by law. In any event, CFL cargo reserves the right to condition the performance of any new service subject to a down payment.
5.3 For as long as the sums due have not been paid, CFL cargo reserves the right to suspend the fulfilment of its obligations to the customer and consequently not to accept to transport any new goods or to provide any new services. Furthermore, in the event that relevant notice should prove to no avail, CFL cargo shall be entitled to terminate the contract by operation of law without prejudice to its right to claim damages for the loss suffered.
5.4 The customer shall waive any offsetting of claims for any reason whatsoever.
5.5 CFL cargo reserves the right to require a down payment and/or a guarantee at any time.
5.6 CFL cargo shall not grant any discount for early payment.
5.7 Modifications or cancellations of orders shall be subject to the penalties provided in the Offer or in a specific agreement or in the Particular Terms and Conditions.

Article 6 Other miscellaneous provisions

6.1 To guarantee payment of the price, the customer shall acknowledge CFL cargo’s right of retention, as well as a contractual possessory lien, providing a general, permanent preferential right of retention on all goods, values and documents of the customer in possession of CFL cargo, by way of guarantee of all the latter’s claims in principal and interest, ancillary expenses and compensation.
6.2 If unforeseeable economic, political or technical circumstances (such as a legislative or regulatory amendment) beyond the control of the parties at the time of signing the contract should occur during the conclusion of the contract resulting in a substantial disturbance of the economic balance of said contract, CFL cargo shall be entitled to propose new terms and conditions to the customer in order to restore said balance. If agreement cannot be reached within 2 (two) months following the proposal of CFL cargo, either party may terminate the contract without compensation, subject to a period of notice of 30 (thirty) calendar days served by registered letter with acknowledgement of receipt to the other party.
This article shall apply in particular:

• When modifications or cancellations of train paths allocated to CFL cargo result from work decided by infrastructure managers, and such modifications or cancellations have a lasting impact on transport services, making it impossible for CFL cargo to find an equivalent alternative from an operational and economic point of view;
• When CFL cargo experiences a substantial increase in the costs of the components of its price (notably in the event of an increase in one or more charges applied by infrastructure managers, a substantial increase in energy costs, or a substantial increase in the rates of its subcontractors)
• If the subsidies granted by the State or the European Union were to be removed or significantly reduced. The customer and CFL cargo expressly agree that clause 6.2 prevails over any clause provided by national law (e.g., Article 1195 of the French Civil Code or Section 313 of the BGB [German Civil Code]).

6.3 Irrespective of whether a contract has been concluded, CFL cargo and its customers shall respect the confidential nature of the information contained in contracts or exchanged in the course of negotiations. Such information may not be made public or be used for purposes other than those for which it was given, except if it is already in the public domain or if the parties are required to disclose it by virtue of legislation or a court decision.
6.4 CFL cargo shall protect personal data in compliance with the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (for more details, please consult our GDPR notice on www.cfl-mm.lu). Compliance by the customer with all the applicable laws on data protection shall be of the utmost importance. The customer undertakes to be organized, managed and operated in a manner compliant with the requirements of the GDPR.
6.5 CFL cargo shall have the right to be replaced by one of its subsidiaries or a third party in all or part of its rights and obligations under contracts concluded with its customers, whereby in such a case, CFL cargo shall remain jointly and severally liable for the proper performance, by the subsidiary or subsidiaries of their obligations under the terms of the contracts.
6.6 If any of the provisions of these General Terms and Conditions were to be declared null and void or deemed as not written, all the other provisions shall remain in force.
6.7 This contract shall be governed by the law of the country where the registered office of the CFL cargo entity that has signed the contract with the customer is located, without prejudice to international agreements mandatorily applicable on the matter. In the event of legal action, jurisdiction is attributed to the court of the place where the registered office of the CFL cargo entity that has concluded the contract with the customer, is located.
6.8 If the customer is neither the consignor nor the recipient, the customer shall be responsible for compliance with these General Terms and Conditions by the consignor and recipient indicated on the consignment note.

B – Provisions concerning transport
Article 7 Order

7.1 Transport shall be carried out on the basis of a contract concluded by and between CFL cargo and the customer. The transport contract concluded shall be evidenced by a consignment note by the shipper (cf. article 8 of the General Terms and Conditions).
7.2 As part of the preparation of the quotation, the customer shall be required to provide CFL cargo with all such information as necessary and/or useful to carry out the transport assignment.
7.3 Upon receipt of said information, CFL cargo shall submit a quotation to the customer as promptly as possible.
7.4 If the customer wishes to change a transport assignment in the course of execution, such a change shall be set out in a written order sent to CFL cargo (cf. Article 8.4 of the General Terms and Conditions). The invoicing shall then be carried out on the basis of the customer’s new request.
7.5 Any order by the customer shall entail adherence by the latter to these General Terms and Conditions without any reservation.

Article 8 Consignment note

8.1 The transport contract shall be evidenced by a consignment note drawn up in accordance with the provisions of the CIM and the “CIM Consignment Note Manual” (hereinafter referred to by the French initials GLV-CIM). Every empty wagon shall be accompanied by a wagon note drawn up in accordance with the CUV Wagon Note Manual (GLW-CUV).
8.2 Except by way of specific derogation, the consignment note shall be drawn up by the customer. The latter shall ensure that the consignment note reflects accurately the agreed transport assignment. CFL cargo shall guarantee only the declared content and/or mass or, where necessary, evidenced by itself if it has the appropriate means and resources to do so. But the responsibility of CFL cargo shall be excluded if a difference in content and/or mass were to be noted due to an error, an inaccurate declaration by the shipper or inherent defect of the item.
8.3 If the indications of the consignment note are completed by CFL cargo itself, the latter shall always act on behalf of the customer. In such cases, the customer shall be solely responsible for the accuracy and completeness of the documents and/or information provided. CFL cargo does not verify whether these documents and information are correct and sufficient. The customer shall therefore be liable to CFL cargo for any damage resulting from the absence, insufficiency, or irregularity of these documents and information, except in the case of fraud or gross negligence by CFL cargo. The customer agrees to indemnify CFL cargo against any claim, demand, action, lawsuit, damage, liability, loss, cost, and expense related to the incompleteness, irregularity, or error of the documents or information provided for the waybill.
8.4 Any change of a transport service shall be presented to CFL cargo in accordance with Article 19 of the CIM and shall entail supplementary costs charged to the customer.
8.5 Declarations of value (provided under Article 34 of the CIM) and of interest in delivery (provided under Article 35 of the CIM) shall not be admissible.

Article 9 Performance of the transport

9.1 For the performance of the transport, CFL cargo shall be entitled to entrust all or part of the assignment to substitute carriers in accordance with the provisions of Article 27 of the CIM.
9.2 Delivery time, deadlines, transit times, estimated times of departure/arrival, and schedules are purely indicative and notified to the customer for information purposes only, these may not be considered as compelling transit periods for carrier in the sense of article 16, §1 CIM. A delay shall occur only if the maximum transit period for in article 16 §2 to §4 CIM are exceeded.
9.3 All delivery periods shall be extended by periods of delay attributable to the customer and shall be suspended on Sundays and statutory public holidays.
9.4 In the event of traffic restrictions, elimination of lanes or other irregularities as a result of which the itinerary has to be changed, CFL cargo shall proceed in accordance with Article 20 of the CIM.

Article 10 Use of wagons

10.1 When the customer requires wagons to be made available by CFL cargo, it shall: (i) provide all information concerning the number, type, destination as well as all other information necessary or useful for the performance of the transport; (ii) check before loading operations get under way that the wagon is appropriate for the transport and shall report any visible defect of the wagon or the goods during said inspection; (iii) use the wagon only for the purpose of the transport agreed; (iv) ensure that the wagon can be used immediately after it is unloaded; (v) be held accountable for any loss and damage caused by the customer or its agents to equipment placed at its disposal.
10.2 CFL cargo shall provide wagons depending on availability. If one or more wagons are not available, CFL cargo reserves the right to provide wagons of a type similar to that requested which are appropriate for the performance of the transport assignment agreed.
10.3 If the transport is carried out with wagons of other holders other than CFL cargo, including if the wagons are provided by the customer, the relations between CFL cargo and the wagon holders shall be governed by the Uniform Rules concerning the Contract for international Carriage of Goods by Rail ( “CUV”), by the General Contract of Use for Wagons ( “GCU”) and its annexes, as well as by these General Terms and Conditions.
10.4 CFL cargo shall accept for carriage only wagons whose keeper has adhered to the GCU or has concluded a similar contract with CFL cargo. Pursuant to Article 15 of Annex G of the COTIF, such wagons shall be assigned to an entity in charge of maintenance (“ECM”). The ECM shall guarantee that the vehicles entrusted to it for maintenance can be operated in complete safety. Otherwise, CFL cargo shall be entitled to refuse the non-compliant wagons for the transport assignment agreed. The expenses incurred by such non-compliance shall be charged to the keeper concerned. In any event, the customer and/or the keeper shall be liable for any damage caused by the non-compliant wagon(s).
10.5 These General Terms and Conditions shall apply also to the transport order of the wagons used as a means of transport.

Article 11 Loading and unloading

11.1 Unless particular provisions were agreed otherwise with CFL cargo, the loading and unloading shall be carried out under the responsibility and expense of the customer, in accordance with the mandatory provisions of the Loading Directives of the International Union of Railways (hereinafter referred by the French acronym “UIC”).
11.2 Before loading, the customer shall be required to verify that the wagons provided are suitable for the transport assignment agreed and free of any damage or defects. Any irregularity shall be reported to CFL cargo within 24 hours following receipt of the wagon. In the absence of such notification, the customer shall be held liable for any damage or defect.
11.3 The customer shall guarantee that the loading is not likely to result in prejudice to CFL cargo or third parties and that the shipment can support the duration and requirements of the transport.
11.4 When the nature or state of the goods so requires, it shall be incumbent upon the customer to ensure that they are packaged in such a way as to be sufficiently protected against any loss or damage and that they do not risk causing harm to people, or damage to equipment or to other goods.
11.5 If the loading and unloading deadlines are exceeded or when the transport is prevented and/or interrupted for a reason attributable to the shipper, the recipient or to any person authorized to receive the wagon, the demurrage costs shall be invoiced to the customer.

Art 12 Sanctions and Embargo

12.1 The customer shall be responsible for ensuring the goods comply—and shall guarantee such compliance—with applicable export regulations and other restrictions in force in the United States, the United Kingdom, or the European Union. The customer agrees not to send any goods for shipment that are subject to restrictions or prohibited under laws relating to economic sanctions or embargoes. The customer shall be responsible for obtaining and identifying all goods that require export permits or licences or are subject to any other regulatory controls prior to export.
12.2 The customer shall guarantee that it will not entrust goods to CFL cargo if any party to the shipment is listed on one of the sanction lists. The term "Sanctions" encompasses all financial, economic, or commercial sanctions or restrictive measures established, administered, imposed, or implemented by the European Union, the United Nations Security Council, the Office of Foreign Assets Control (OFAC) in the United States, and/or the U.S. Department of State, or any other competent authority.
12.3 CFL cargo shall not assume any liability toward the customer, the sender, or any other person for losses or expenses—including fines, penalties, and/or the seizure, blocking, or destruction of the goods—if the sender fails to comply with laws, rules, or regulations related to export controls, Sanctions, or customs, or due to actions taken by CFL cargo to comply with applicable laws and regulations. The customer shall indemnify CFL cargo for any damages, losses, costs, and other liabilities arising from claims resulting from violations or non-compliance with this article by the customer, the consignor, or their customers.
12.4 In the event of a violation or serious suspicion of a violation of this article by the customer, CFL cargo may suspend its obligations until proof is provided by the customer that the regulations and laws are being complied with, without any penalty or other compensation being claimed from CFL cargo. Furthermore, CFL cargo may terminate the contract without liability if the situation persists for more than three months.

General Terms and Conditions of Sale and Transport CFL cargo