Use of the CMA CGM marketplace ("Marketplace") is governed by these terms and conditions ("T&Cs"). CMA CGM SA (“CMA CGM”) reserves the right to modify the T&Cs at any time.
To use the Marketplace, you must fully accept these T&Cs in their latest version by checking the box provided for this purpose.
This agreement is effective as of the date you register to the Marketplace.
All parties hereto may be referred to individually and collectively as the “Party” or “Parties”.
- CMA CGM Marketplace
CMA CGM has, through its worldwide network of containerized shipping lines, a large number of contacts who may be interested in the purchase or sale of products shipped on CMA CGM Group ships (the "Products").
CMA CGM offers you the opportunity to do business with reliable and serious trade partners who are part of the worldwide customer community of CMA CGM Group (the “Prospects”).
The Marketplace also includes networking and advisory services on the best logistic practices (pre-carriage, customs, sea freight, container technology, etc.) which will allow you to obtain a a tailor-made transportation solution.
- Conditions of access to CMA CGM Marketplace
Access to the CMA CGM Marketplace is free and without commitment. For clarity purposes, use of the Services, in case of success of the intermediation, is subject to a Success Fee, as provided under Article 5.
To access the Marketplace, you must create a user account on this website and provide CMA CGM with all information necessary to establish contact with the Prospects.
The creation of your user account must be validated by CMA CGM in order to access the Marketplace.
- Conditions of use of the CMA CGM Marketplace
In order to use the Marketplace, you must complete an order form allowing CMA CGM to understand your needs (the “Order Form”).
The Order Form will include the following information:
- The type of product to be exported/imported and the commodity code;
- The origin of the Products (country) and the port of loading (in case of specific needs);
- The destinations (countries) and the unloading port to sell / develop your activities (in case of specific needs);
- The estimated volume to market, the volume per season or the number of containers per week;
- The type of client you are looking for (small, medium, large structure): retailer, wholesaler, distributor, etc.
- The type of services you might find useful or might be interested in:
- Pre-routing / Post-routing.
- Insurance / coverage of the value of the goods.
- Merchandise financing.
- Localization and specific follow-up.
- Specific refrigeration technology (atmosphere control, cold treatment, reflex, super freezer (super freezer), etc.).
Upon receipt of your Order Form, CMA CGM will make an adapted offer specifying the fees to be paid for the networking intermediary services provided by CMA CGM, as stated under Article 5 below.
You will then get into contact the Prospects who will meet the specifications provided in the Order Form. However, CMA CGM does not guarantee that the Prospects will meet all the specifications defined in the Order Form.
- Issuance of the Purchase Order
After acceptance of your Order Form by CMA CGM, you must issue a purchase order (the "Purchase Order"). The Order Form will be attached to your Purchased Order. Purchase Orders define the specific conditions applicable to each Order Form.
Purchase Orders will be subject to these T&Cs and will specify the specific conditions applicable to each of them.
No clause or general condition of purchase inserted by your company in the Purchase Order and/or invoices and/or delivery notes and/or correspondence that contradicts or limits this T&Cs or the agreed terms and conditions of any Purchase Orders shall be considered valid, unless expressly accepted in writing by CMA CGM.
Purchase Orders will come into force or will be valid only after express agreement of CMA CGM. CMA CGM reserves the right to refuse a Purchase Order if it does not include all necessary information, and in particular :
- the Purchase Order number,
- the type of Services to be provided in accordance with this Framework Agreement,
- the particular specifications, if any, of the Services to be provided,
- the region where the Services will be carried out,
- the names of the Company's and CMA CGM's contact persons,
- the Success Fee to be paid,
- the duration of the Purchase Order (from the Starting Date).
Purchase Orders will state the amount and duration of payment of the Success Fees. Purchase Orders constitute the only document enabling CMA CGM to claim payment of the Success Fees.
- Success Fees
If you act as exporter, you agree to pay a success fee to CMA CGM for any transaction made with a Prospect. (“Success Fees”).
Success Fees are calculated according to the value of the Products defined on the invoice, the forecasted volume and the duration of the Purchase Order.
Success Fee will be calculated automatically and included in the invoice for shipment, unless otherwise agreed in the Purchase Order. Success Fees are due from the first shipment of Products between you and the Prospect (Departure Date of the associated Purchase Order).
You agree to act in good faith towards CMA CGM, in particular with regard to the payment of Success Fees to be paid to CMA CGM.
In the event of failure to pay the Success Fees, CMA CGM reserves the right to delete your user account on the Marketplace.
- CMA CGM’s commitments and disclaimers
CMA CGM does not warrant that the Marketplace will meet all your requirements or be available, timely, secure, uninterrupted or error free and will not be liable for any interruption of the Marketplace, including, but not limited due to system failures or other interruptions that may affect the Services.
The Marketplace, including all content, software, functions, materials and information made available on or provided in connection with the Marketplace, are provided “as-is”.
If the intermediation is successful, CMA CGM undertakes to provide the transport and logistics services (the “Services”) identified in the Purchase Order, in accordance with the schedule and the description of the specifications defined in the Purchase Order.
CMA CGM shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorized to bind you in any way. As such, CMA CGM will not enter into any agreement on your behalf and cannot be held responsible for the supply of the Products or their price and will not negotiate any condition for the supply or purchase of the Products.
In particular, CMA CGM does not make any representations or guarantees of any nature whatsoever including but not limited to representation or guarantees regarding the financial solvency of the Prospect.
CMA CGM does not conduct a detailed compliance due diligence of the Prospect. This compliance due diligence remains under your sole responsibility.
- Your commitments
You agree to:
- provide CMA CGM with all the information that CMA CGM reasonably requires, including marketing information, and information about your company.
- use the Marketplace solely to enter into a business relationship with Prospects, and respect public order, good morals and the applicable legislation;
- participate in improving the Marketplace by informing CMA CGM of any dysfunction, even including non-blocking issues ; and
- notify CMA CGM of any loss or destruction of data.
You are solely responsible for updating the information and data processed via the Marketplace.
- Removal of access to the Marketplace
CMA CGM may remove your access to the Marketplace with immediate effect on the occurrence of any of the following events:
- you seek relief under any provision of the bankruptcy or insolvency laws, or you are adjudicated bankrupt or insolvent, or in the event a receiver is appointed for all or substantially all of your property;
- you cease, or threaten to cease, to carry on a substantial part of your business or changes or you dispose of or threaten to dispose of or any governmental or other authority expropriates or threatens to expropriate any substantial part of your business or assets or displaces or threatens to displace your management;
- you are in default of any duty or obligation under this T&Cs or any Purchase Order, including failure to pay Success Fees.
- Intellectual Property Rights
- License to use the Marketplace
CMA CGM is the sole owner of the intellectual property rights relating to the Marketplace and the contents of the website [insert URL address].
CMA CGM only grants you a personal, non-exclusive, non-transferable and revocable license, worldwide, to use the Marketplace in order to do business with Prospects (any other use is strictly prohibited).
- Ownership of the data processed via the Marketplace
CMA CGM only uses your data for the purposes of networking intermediary services. CMA CGM undertakes not to make a copy of your data outside of the technical requirements related to the proper functioning of the Marketplace.
You remain the sole owner of all information and data processed via the Marketplace, including any element covered by intellectual property rights, and in particular copyrights, trademarks, patents, designs and models, graphic elements, whether or not they can give rise to a registration or a deposit, as well as to the know-how (the "Intellectual Property Rights") and this for the entire duration of their protection by the applicable law.
CMA CGM may not, at any time, exercise, directly or indirectly, and in any way whatsoever, any claim on these Intellectual Property Rights.
To use the Marketplace, you must have all Intellectual Property Rights over the data you enter. As such, you agree to guarantee CMA CGM against any request, action or claim by a third party alleging that the data you have transmitted infringe or infringe the legitimate rights of this third party, and in particular intellectual property rights.
You agree to bear, without delay or limitation, all costs and expenses (legal fees included) that CMA CGM would have to pay or assume as a result of such a request, action or claim of a third party, as well as all damages to which CMA CGM could be condemned by a court decision or that CMA CGM would have to pay as part of a transaction.
The data provided for the use of the Marketplace will be permanently deleted after the expiration of a period of [to be completed] after your last access to the Marketplace.
- Limitation of liability
CMA CGM only provides networking intermediary services. CMA CGM is not involved in the transactions between you and the Prospects. As such, CMA CGM shall not incur any liability whatsoever regarding the defectiveness of the Products purchased or sold to the Prospect.
In no event shall CMA CGM be liable in any manner whatsoever, in particular towards your company, of any liability whatsoever, regarding the business relationship between you and the Prospect.
CMA CGM's aggregate liability is limited to direct damage resulting from the provision of the Services provided by CMA CGM.
In no event shall either Party be liable for any incidental, indirect, special, punitive or consequential damages, such as but not limited to loss of profits, loss of revenues, loss of opportunity, loss of good will, loss of savings or loss of data, regardless whether this liability arises from tort, breach of contract or contract. To the extent permitted by law, CMA CGM shall not be liable for any third-party claims resulting from the Purchase Order.
CMA CGM's aggregate liability is limited to the amount received by CMA CGM under the relevant Purchase Order during the last six (6) months preceding the damaging event. You acknowledge that any indemnification request must include all necessary details on the nature and the extent of your claim. Such claim must be addressed to CMA CGM within three months of the occurrence of the damaging event.
- Personal Data
By opening a user account, you may be required to communicate to CMA CGM certain personal data concerning you (last name, first name, email address, telephone number, etc.).
Under Act No. 78-17 on Information Technology, Data Files and Civil Liberties dated January 6, 1978, as amended by Act No. 2018-493 dated 20 June 2018 on Personal Data Protection (DPA), you have the right to access, rectify, oppose and delete personal data.
These rights may be exercised by sending CMA CGM an email to [TBC].
When you use the Marketplace, a cookie may be installed automatically and temporarily stored in memory on your hard drive, in order to facilitate your browsing. This cookie does not allow CMA CGM to identify you but makes it possible to record information relating to your browsing.
You can refuse the storage of cookies by modifying the settings of your Internet browser. However, this operation will result in the deletion of all cookies used by the browser, including those used by other websites, which may lead to the alteration or loss of certain settings or information. Deleting cookies can modify or even make it difficult for you to navigate.
- Data confidentiality and security
All information, data or knowledge posted on the Marketplace is communicated confidentially (the "Confidential Information").
However, the following are not considered as Confidential Information:
- Information which are in the public domain at the time of their disclosure to the other party, other than through the act or negligence of the party to whom they were disclosed;
- Information which were, at the time of their communication by one Party, already in the possession of the other Party on a regular basis, provided they provided proof thereof in writing;
- Information which have been lawfully received from a third party without restriction or violation of the provisions of this article;
- Information for which the use or disclosure has been authorized in writing by the Party from which they emanate or required by a competent court.
CMA CGM undertakes not to disclose Confidential Information, for any reason whatsoever, nor to use Confidential Information for purposes other than the provision of networking intermediary services on the Marketplace and other Services as stated in the relevant Purchase Order.
CMA CGM will take all necessary precautions to preserve the confidentiality and security of the data processed via the Marketplace and prevent it from being distorted, damaged, destroyed or accessed by unauthorized third parties.
However, CMA CGM cannot be held responsible for the risks associated with the functioning of the Internet. In the event of an incident, CMA CGM will restore your data based on the last backup made.
The obligations under this Article will remain in effect for a period of one year after your last use of the Marketplace.
You authorize CMA CGM to name you among our references and, subject to your prior written agreement, announce the fact that you have chosen the CMA CGM Marketplace in our marketing communications.
- Ethics & Compliance
Each Party shall comply with all laws and regulations relating to its activities under this Framework Agreement and any associated Purchase Orders, as they may change from time to time, and with any conditions binding on it in any applicable licenses, registrations, permits and approvals.
- Sustainability and Business Ethics
The Parties undertake to comply with all applicable laws, regulations and rules including, but not limited to, those relating to competition matters, applicable customs regulations and compliance and ethics mandates set forth below. The Parties shall assure that all of their owners, directors, officers, employees, agents, subcontractors and representatives shall likewise comply with such applicable laws, regulations and rules. The Parties further warrant that they, and all of their Representatives shall at all times fully comply with the CMA CGM Third Party Code of Conduct, receipt of which is hereby acknowledged.
CMA CGM Third Party Code of Conduct is available on CMA CGM website, please visit https://www.cma-cgm.com/the-group/corporate-social-responsibility/ethics.
- Anticorruption and Bribery
The Parties represent and warrant that they and all of their representatives are and will continue to be in compliance with the provisions of all applicable anti-corruption laws, including but not limited to French anticorruption laws, the United Nations Convention against Corruption (2005), the U.S Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010.
The Parties represent, warrant, and undertake that neither they nor any of their owners, directors, officers, employees, agents, subcontractors and representatives will:
- give, or offer to give, directly or indirectly, money or anything else of value in any form to any legal or physical person to secure a business advantage, to obtain or retain business or to direct business to or away from any person/entity to its benefit;
- accept, receive or agree to accept or receive, directly or indirectly, any money, or anything else of value in any form, from any legal or physical person, to secure a business advantage, to obtain or retain business or to direct business to any person/entity or away from any person/entity to its benefit; and
- provide any facilitation ("grease") payment to any government official or employee of a government agency (including government-owned businesses) to expedite routine government actions that the official or employee is already bound to perform.
- Force Majeure
Each Party will be exempt from meeting its commitments for any period during which it is prevented from fulfilling its obligations as a result of causes beyond its reasonable control, and without its fault or negligence being able to be invoked, including, without limitation, in the event of a natural disaster, government decision or decree, change in current legislation, strike, blockade, riots, acts of war, epidemics, telecommunications or electricity failure .
You agree to take out and maintain professional liability insurance in order to cover the risks related to your activity.
- Applicable law and competent jurisdiction
Theses T&Cs are subject to French law, excluding rules of conflict of laws.
Any dispute relating to the interpretation or execution of the T&Cs must, first of all, and as far as possible, be settled by means of amicable negotiations between the Parties at the initiative of the most diligent party.
In the absence of an amicable agreement between the Parties within a period of one month from the date of first presentation of the registered letter with acknowledgment of receipt notifying the other party of the difficulty in question, any dispute will be submitted to the exclusive jurisdiction of the Commercial Court of Marseille, including in the event of a guarantee appeal, multiple defendants or summary proceedings or on request.
- General provisions
You are not authorized to assign, transfer, delegate or license the rights and obligations arising hereunder, in any form whatsoever, except with CMA CGM prior written consent. CMA CGM may unilaterally assign these T&CS to any company part of the CMA CGM’s group without notice.
If a stipulation of these T&Cs is held to be invalid or declared as such under a law, a regulation or following a final decision of a competent court, the other stipulations will remain in force.
Failure to invoke the application of a clause of, whether permanently or temporarily, cannot be interpreted in the future as a definitive waiver of the rights or remedies of each of the Parties.
If any provision of these T&Cs is or becomes illegal or unenforceable in whole or in part in a country, the remaining provisions shall nevertheless be valid and binding with respect to that country so long as they continue to express the original intent of the Parties.
The fact that one of the parties does not avail itself of the application of a clause of the General Conditions, whether permanently or temporarily, cannot be interpreted for the future as a definitive waiver by this party to its rights or remedies.
Headings are for convenience only and shall not be used in interpreting this T&CS.
All obligations and liabilities which by their nature, are intended to survive the expiration or termination of these T&Cs shall remain in effect beyond the expiration or termination of the Purchase Order.
These T&CS constitutes the entire agreement between the Parties regarding the access and use of the Marketplace.
Nothing in these T&Cs is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties.