General Terms of Sale DT PROJECT

Article 1 – PURPOSE AND SCOPE
These general terms and conditions are intended to govern the contractual relationship between a client and the company DT PROJECT, hereinafter referred to as the “Service Provider” or “DT PROJECT,” for any commitment or operation carried out by DT PROJECT, regardless of the capacity in which it acts. The definitions of the terms and concepts used in these general conditions are those of the laws and standard contracts, where they exist, in force in France.
These general conditions prevail over any other general or specific conditions originating from the client. In the event of specific conditions being agreed upon with the client, and in the absence of any mention in the latter, the general conditions continue to apply.
Maritime transport operations are governed, in the absence of specific conditions issued by the client and accepted by the Service Provider, by the specific conditions on the back of the bills of lading issued by any agency or subsidiary of the DIMOTRANS group, and in the absence of any mention in the latter, by these general conditions.
In the absence of an agreement between the parties or in these general conditions, the provisions resulting from Articles D.3222-1 to D.3222-7 of the Transport Code or the mandatory International Conventions shall apply depending on the mode of transport considered and regardless of the geographical area.

Article 2 – PRICE OF SERVICES
2.1. The prices are calculated based on the information provided by the client, taking into account the services to be performed, the type of vehicle used and its equipment, the nature, weight, and volume of the goods to be transported, the distance of the transport, specific traffic constraints, the routes to be taken, and, more generally, the costs generated by the requested services and known at the time the commercial offer is made.
Quotations are established based on the exchange rate, the price of the fuel product at the time the quotations are given, the conditions and rates of subcontractors, as well as the laws, regulations, and international conventions in force.
The initially agreed-upon prices may be automatically revised if one or more of these basic elements, including the price of the fuel product, are modified after the quotation is submitted, or in the event of significant variations in the costs of the Service Provider or its subcontractors due to external conditions.
Any modification to the services before or during their execution, whether at the client’s initiative or due to circumstances external to the parties and their subcontractors, including any change of itinerary, immobilization of the vehicle and/or crew, will result in a price adjustment.

2.2. The prices do not include duties, taxes, fees, and levies due under any regulation, particularly fiscal or customs regulations. Also excluded, unless specific conditions are agreed upon, are consumables as well as toll, marking, and other costs resulting from site visits, authorization requests, requests for moving structures, immobilization, or postponement of any kind. The aforementioned costs will be subject to a markup for administrative and handling fees.

2.3. Any insurance subscription on behalf of the client will be subject to an additional charge by the Service Provider.

2.4. The initially agreed-upon prices are renegotiated at least once a year.

Article 3 – INSURANCE OF GOODS
3.1. The client may not entrust the Service Provider with jewelry, precious stones and metals, paintings and works of art or collections, sculptures, antiques, furs, minted money, banknotes, and all other valuable papers, tax stamps and uncancelled postage stamps, checks of all kinds, bank cards, stickers, lottery or PMU tickets, telephone cards, and postal parcels. Should this be the case, the client guarantees all damage to the entrusted goods and, more generally, all recourse and/or claims that third parties may exercise against the Service Provider.

3.2. It is the client’s responsibility to take out all necessary insurance to cover all risks to which the goods are exposed during the performance of the services by the Service Provider to be fully compensated in the event of a loss, particularly when the value of the items entrusted by the client is greater than the applicable legal, regulatory, or conventional limits of liability.
More specifically, the client ensures that the goods entrusted to the Service Provider for storage are insured against all damages resulting from risks such as fire, explosion, lightning, storm, natural disasters, terrorism, vandalism, water damage, electrical damage, and theft that may affect their goods during their storage by the Service Provider, as well as the financial damages that may result, including loss of profits.
In this regard, the client waives all recourse that they may be entitled to exercise against the Service Provider or its insurer and undertakes to obtain the same waiver of recourse from its insurer that the latter would be entitled to exercise, as the client’s subrogee, against the Service Provider whose liability would be engaged in the occurrence of damages of any nature, tangible or intangible, resulting from the occurrence of one of the insured risks listed above, as well as against the Service Provider’s insurers.

3.3. No goods insurance is taken out by the Service Provider without a specific written order from the client for each service (transport, storage, handling, weighing, etc.), specifying the risks to be covered and the values to be guaranteed. In the absence of specific details, only ordinary risks (excluding war and strike risks) will be insured. Acting in this specific case as a proxy, the Service Provider cannot be considered an insurer in any case. The Service Provider, acting on behalf of the client, contracts insurance with a reputable insurance company at the time of coverage. The Service Provider must indicate the name of the insurance company to the client and send them the insurance certificate upon request. The policy conditions are deemed known and agreed upon by the shippers and recipients who bear the cost, where applicable.

Article 4 – SERVICES
4.1. PERFORMANCE OF SERVICES

4.1.1. Any departure and arrival dates of the goods and/or announced dates for the performance of related services, whether or not they are linked to physical flows, possibly communicated by the Service Provider, are given purely as an indication and cannot in any case engage their personal liability or as a guarantor.

4.1.2. The Service Provider provides the human and material resources necessary for the execution of the services in accordance with the information and specificities brought to its attention by the client prior to the start of the services. The Service Provider is in no case required to comply with instructions incompatible with the regulations in force and/or to perform services that present any risk to the safety of people and property.

4.1.3. The execution of the services is subject to obtaining the required administrative authorizations. In the event of a refusal or delay in the issuance of these authorizations independently of any fault of the Service Provider, the client retains responsibility for the costs incurred and the damages resulting from the non-performance of the transport or its postponement. The Service Provider is exempted from paying any compensation in the event of the non-issuance of any exceptional transport authorization. The client will reimburse the Service Provider for the costs of consulting all bridge and road managers incurred and paid by the latter.

4.2. MODIFICATION OF SERVICES
4.2.1. At the client’s initiative
A client who modifies the contract during its execution bears, upon presentation of supporting documents, all costs incurred by the Service Provider. The Service Provider, for its part, bears the costs caused by modifications to the conditions of service execution that result from its own actions or those of its subcontractors. In the case of a modification or cancellation of services at the client’s initiative, the latter is required to notify it in writing. The client must then pay compensation to the Service Provider in addition to the reimbursement of all costs borne by the latter and resulting from the modification or cancellation of the services.
Unless specific conditions are agreed upon, in the event of non-delivery of the shipment within the scheduled deadlines or a request to postpone the execution of the services less than 30 calendar days before the scheduled start date, this lump-sum compensation will be equal to:
• 20% of the total agreed-upon price in case of a postponement notified between 15 and 29 calendar days before the scheduled start date of the services;
• 40% of the total agreed-upon price in case of a postponement notified between 8 and 14 calendar days before the scheduled start date of the services;
• 60% of the total agreed-upon price in case of a postponement notified between 3 and 7 calendar days before the scheduled start date of the services;
• 90% of the total agreed-upon price in case of a postponement notified less than 3 calendar days before the scheduled start date of the services.
In the event of total or partial cancellation of the service less than 30 calendar days before the scheduled start date, this lump-sum compensation will be equal to:
• 30% of the total agreed-upon price in case of a cancellation notified 15 and 29 calendar days before the scheduled start date of the services;
• 50% of the total agreed-upon price in case of a cancellation notified between 8 and 14 calendar days before the scheduled start date of the services;
• 70% of the total agreed-upon price in case of a cancellation notified between 1 and 7 calendar days before the scheduled start date of the services;
• 100% of the total agreed-upon price in case of a cancellation notified on the day the services are scheduled to begin.

4.2.2. In case of an impediment to transport or delivery
If the transport is prevented or temporarily interrupted, or if, for any reason, the execution of the transport or the delivery of the goods is or becomes impossible under the initially planned conditions, the Service Provider will request instructions from the client. The implementation of these instructions is subject to obtaining the necessary administrative authorizations.
If the Service Provider has been unable to obtain timely instructions from the client, it will take the measures that seem best in the client’s interest for the preservation of the goods or their transportation by other routes or means. In the absence of a response from the client within a maximum period of fifteen working days from the date of the first request for instructions from the Service Provider, the transport contract is automatically terminated, and the goods are considered abandoned by the client to the Service Provider, which gives the latter the right to perform any act of disposal on them.
Unless the impediment, interruption, or impossibility is attributable to the Service Provider, the client reimburses the Service Provider for the justified expenses resulting from the instructions given or the measures taken in application of the provisions of 4.2.2. These expenses, as well as vehicle immobilization costs, detention costs, demurrage, and/or crew-related costs, are billed separately, in addition to the agreed-upon transport price.
In the event of a definitive impediment due to force majeure, the Service Provider is entitled to the part of the transport price corresponding to the journey made up to the transport stop, as well as all costs incurred for the performance of the service.

Article 5 – CLIENT’S OBLIGATIONS
The client ensures that the goods are, in all their aspects (including structural integrity, center of gravity, weight, and/or design), suitable and capable of withstanding the execution of the services as well as the successive handling operations necessary.

5.1. PACKAGING: The client is solely responsible for the choice of conditioning and packaging and must ensure that the goods are conditioned, packaged, marked, or counter-marked, in compliance with the rules of the mode of transport used and in a way that can withstand transport and/or a storage operation performed under normal conditions, as well as the successive handling that necessarily occurs during these operations. The goods must not constitute a cause of danger for the Service Provider’s personnel and/or its subcontractors, the environment, the safety of transport vehicles, other transported or stored goods, vehicles, or third parties.

5.2. LABELING: On each package, object, or load support, a clear label must be affixed to allow immediate and unambiguous identification of the sender, recipient, place of delivery, and the nature of the goods. The labeling must comply with all applicable regulations, particularly those relating to hazardous products and materials.

5.3. SEALING: Trucks, semi-trailers, mobile boxes, and complete containers, once loading operations are completed, are sealed by the loader itself or by its representative.

5.4. LASHING/BRACING/SECURING: When the stuffing of the goods is carried out in a container and/or when the loading is carried out on a transport vehicle under the client’s responsibility, the lashing, bracing, and securing must be carried out in accordance with the rules of the art to withstand the risks of transport.

5.5. OBLIGATIONS OF INFORMATION
The client is required to provide, in writing and in a timely manner, the necessary and precise instructions, information, and documents to the Service Provider for the execution of the services, or for the taking of insurance guarantees, taking into account the nature of the services to be performed, the specificities of the goods, and the constraints related to the sites. In particular, the client is required to inform the Service Provider about the exact nature and specificity of the goods when the latter requires special arrangements, particularly with regard to their value and/or the covetousness they are likely to arouse, their dangerousness, or their fragility. The client is also required to inform the Service Provider of any constraints related to the sites (security, access, circulation, parking, obstacles, operation, etc.), to take the necessary measures to carry out the operation in complete safety in the work area (locking or disconnecting power lines, signaling pipelines, etc.) and, in general, to report all elements that may create a risk. This obligation of information also applies to the declaration of the verified gross mass of a container in accordance with the SOLAS Convention. Furthermore, the client expressly undertakes not to entrust the Service Provider and/or its subcontractors with illicit or prohibited goods and/or goods subject to a circulation ban or restriction and/or excluded from the insurance policies taken out by the Service Provider.

5.6. RESERVATIONS: In case of loss, damage, or any other harm suffered by the goods, or in case of delay, it is up to the recipient or consignee to make regular and sufficient observations, to make precise and justified reservations within the legal deadlines, and, in general, to perform all acts useful for the preservation of recourse. It is incumbent upon the goods interests to confirm the said reservations in the legal forms and deadlines, failing which no action may be taken against the Service Provider or its subcontractors.

5.7. CUSTOMS, SANITARY, TAX, AND/OR INDIRECT CONTRIBUTIONS FORMALITIES AND COMPLIANCE WITH EXPORT AND IMPORT CONTROL RULES: Regardless of the terms of the services ordered by the client, the Service Provider carries out, in the name and on behalf of the client, the customs formalities and all related acts linked to the physical movement and/or documentary operations of the goods, within the framework of direct representation, in accordance with Article 18 of the Union Customs Code, even in the absence of an express mandate. The client guarantees that all parties involved in the operations entrusted to the Service Provider and all transactions related to the goods are authorized by the competent authorities under the laws and regulations on customs and export and import controls.
The client is required to provide the Service Provider as soon as possible with all the information and documents necessary for the execution of the services, including, but not limited to, information relating to the choice of customs regime, customs origin, customs value, tariff classification of the goods, as well as any tracking document or one required under a specific regulation targeting imported, exported, or placed goods under a specific customs or tax regime. The Service Provider, if acting as a registered customs broker, may request instructions from the client on the tariff classification of the goods.
Regarding storage services performed by the Service Provider, the client is also required to provide all the information and documents necessary for establishing the origin, nature, quantity, possession, and ownership of the goods stored on their behalf by the Service Provider, which the latter may be forced to communicate to the tax administration upon simple request from the latter.
The client remains solely responsible for the implementation and regulation of tax and export and import controls. The client undertakes that all information and documents communicated to the Service Provider are accurate, exhaustive, valid, and authentic. The client remains solely responsible for the customs, sanitary, tax, or indirect contributions operations that are carried out in their name and on their behalf. They are the sole debtor of the debt that may result from it.
Furthermore, the client guarantees the Service Provider against all consequences resulting from non-compliance with the obligations incumbent on them and resulting in particular from their negligence and/or erroneous, incomplete, inapplicable, or late-provided instructions and/or information and/or documents, which generally lead to a liquidation of additional duties and/or taxes, fines, penalties, late interest, additional costs issued by the administration concerned, or a blocking or seizure of the goods by the administration concerned, without this list being exhaustive.

5.8. CASH ON DELIVERY
The stipulation of a cash on delivery does not constitute a declaration of value and therefore does not modify the rules of compensation for loss and damage as defined by law and by these general conditions.

5.9. HANDLING / LIFTING
The client undertakes to provide the Service Provider, in writing and in a timely manner, the following details:
– The precise definition of the operation(s) to be performed,
– The nature, weight, dimensions, and position of the center of gravity of the object to be lifted or handled,
– The location and use of the anchoring points,
– The means of access to the sites or premises in which the operation(s) must be performed.
Unless otherwise agreed by the parties, the client undertakes to carry out the prior inspection of the ground and subsoil (pressure, condition, resistance, composition, etc.) for which they remain solely responsible. They undertake to inform the Service Provider in writing of the danger and specificities of the handled object, under penalty of engaging their sole liability both towards the Service Provider and third parties. They are required to take all necessary measures to comply with environmental rules.

5.10. EQUIPMENT RENTAL
Upon the client’s request, the Service Provider performs equipment rental services through its own means or through its partners. The client assumes custody and full responsibility for the equipment from the date of its provision until its actual return to the Service Provider. The client will be responsible for damage suffered by the equipment and damage caused to third parties due to the use of the equipment, with the exception of damage resulting from a fortuitous event or force majeure or unless they prove that the damage does not result from a fault or a breach attributable to them or to one of their subcontractors.

5.11. CLIENT’S RESPONSIBILITIES
The client is responsible for all consequences resulting from an inadequacy of the entrusted goods with the execution of the ordered services, as well
as from an absence, insufficiency, defectiveness, or unsuitability of the conditioning, packaging, marking or labeling, lashing, securing, and bracing of the goods. The client is responsible for all consequences resulting from oral instructions not confirmed in writing and a breach of their obligations of information and declaration.
The client alone bears, without recourse against the Service Provider, and will indemnify the latter against all consequences, including recourse and claims from all third parties, resulting from falsified, erroneous, incomplete, inapplicable, or late-provided declarations or documents, including the information necessary for the transmission of any declaration required by customs regulations, particularly for the transport of goods from or to third countries.
In the event that the Service Provider uses equipment belonging to the client for the execution of its services, the client remains solely responsible for carrying out the periodic general checks of the said equipment, as well as its good working condition and its ability to withstand the operations for which it will be used. The Service Provider undertakes to promptly report to the client any defect or anomaly found on the equipment made available to it. The client alone bears, without recourse against the Service Provider, and will indemnify the latter against all consequences, including recourse and claims from all third parties, resulting directly or indirectly from a defect or a poor condition of the equipment made available to the Service Provider for the execution of its services.

Article 6 – LIABILITIES
When acting as a freight forwarder, the Service Provider is bound by an obligation of result relating to the successful completion of the transport. In all other cases, the Service Provider is responsible for damages resulting from its proven fault. In all cases, the Service Provider’s liability is limited to foreseeable damages at the time the contract was concluded and which only include what is an immediate and direct consequence of non-performance within the meaning of Articles 1231-3 and 1231-4 of the Civil Code. In no case shall these damages exceed the amounts stipulated in these general conditions.

6.1. SERVICE PROVIDER’S LIABILITY

6.1.1. LIABILITY DUE TO SUBCONTRACTORS
The Service Provider’s liability is limited to that incurred by the subcontractors in the context of the operation entrusted to it. When the compensation limits of the subcontractors are not known, are non-existent, or do not result from mandatory legal or regulatory provisions, they are deemed to be identical to those relating to the Service Provider’s personal liability.
Regarding maritime transport operations, when the loss or damage occurs between the loading of the goods by the Service Provider’s subcontractor at the port of loading and the unloading by the Service Provider’s subcontractor at the port of unloading, the liability of the Service Provider’s subcontractor will be determined in accordance with the Hague Rules or any national law making the Hague Rules mandatorily applicable to the bill of lading. “Hague Rules” means the provisions of the International Convention for the Unification of Certain Rules of Law relating to Bills of Lading signed at Brussels on August 25, 1924, as well as the amendments made by the Protocols signed in Brussels on February 23, 1968, and December 21, 1979, but only to the extent that the provisions of this Protocol are mandatorily applicable to the transport covered by this bill of lading.
In no case shall the Service Provider’s subcontractor be liable for loss or damage to the goods, regardless of the cause, if such loss or damage occurred before the goods were loaded onto or after they were unloaded from the vessel. Notwithstanding the foregoing, and in the event that a mandatory law provides otherwise, the Service Provider’s subcontractor will benefit from all the rights, exemptions, limitations, and immunities of the Hague Rules, during this period of extended liability, even if the loss or damage did not occur at sea.
In the event that this bill of lading covers transport to or from the United States, the COGSA will be exclusively applicable. The provisions of the COGSA will also apply (unless expressly stipulated otherwise) to the periods before the goods are loaded on board the vessel and after they are unloaded from the vessel, provided, however, that during these periods the said goods were in the effective custody of the Service Provider’s subcontractor or any other subcontractor. “COGSA” means the United States Carriage of Goods by Sea Act 46 U.S.C. App. § 1300 et. seq. as ratified in 1936 and subsequently amended.

6.1.2. SERVICE PROVIDER’S PERSONAL LIABILITY FOR LOSS AND DAMAGE
In all cases where the Service Provider’s personal liability would be engaged for loss and/or damage caused to the goods and for all the consequences that may result from it, it will be strictly limited:
a) For events occurring during transport or any ancillary handling or storage operation, to €20 per kilogram of gross weight of missing or damaged goods without being able to exceed, regardless of the weight, volume, dimensions, nature, or value of the missing or damaged goods, a sum greater than the product of the gross weight of the total shipment entrusted by the client, expressed in tons multiplied by €5,000 with a maximum of €60,000 per event.
b) For events occurring during a logistics operation, to €20 per kilogram of gross weight of missing or damaged goods without being able to exceed, regardless of the weight, volume, dimensions, nature, or value of the goods concerned, a sum greater than €60,000 per event, subject to any contrary provision agreed upon between the parties.
c) For events occurring during a handling operation not ancillary to any transport operation, to the amount of the contract without being able to exceed the sum of €150,000, subject to any contrary provision agreed upon between the parties.

6.1.3. OTHER DAMAGES
For all other proven damages, regardless of the capacity in which the Service Provider acts, the compensation due by the Service Provider is strictly limited to the price of the service provided for in the contract, and can in no case exceed the sum of €150,000 per event, subject to any other contrary provision agreed upon between the parties (duties, taxes, and various or additional costs excluded).

6.1.4. LIABILITY IN CUSTOMS AND TAX MATTERS
The Service Provider’s liability for any operation in customs, tax, and/or indirect contributions matters and including all related acts and any consulting service, whether carried out by it or by its subcontractors, may not exceed the sum of €5,000 per customs declaration, without being able to exceed €50,000 per year of adjustment and, in any event, €100,000 per adjustment notice.
The following articles contain special/additional provisions applicable, individually or collectively, to the services concerned.

6.1.5. HANDLING AND WEIGHING SERVICES
The Service Provider cannot be held responsible for damages resulting from:
– An error or a design defect in the studies carried out by the client, a defect in the handled object, a defect, an error, omission, ambiguity in the documents submitted to the Service Provider, or the inadequacy of the equipment used on the client’s instruction.
– A defect in packaging or conditioning, protection of the goods entrusted to it, particularly due to humidity, condensation, atmospheric events, dust falls, or foreign bodies.
– An interruption of operations for climatic reasons.
It is expressly agreed that a tolerance of two percent (2%) is allowed between the weight of the goods as determined by the weighing operation carried out by the Service Provider and the actual weight of the said goods, at each weighing point. Consequently, any weight difference of less than or equal to two percent (2%) cannot give rise to a claim against the Service Provider.

6.1.6. ENGINEERING SERVICES
The engineering work and technical studies are carried out by the Service Provider on the basis of the documents and information transmitted in a timely manner by the client, these elements serving as the basis for the execution of the said services and for which the client is solely responsible. The services performed by the Service Provider comply with the instructions and specifications communicated by the client, including the dimensions, weight, and center of gravity of the goods. The client remains responsible for the structural integrity of their part, considering the induced loads, particularly by transport.
The client is required to check and approve all work or technical studies carried out by the Service Provider, particularly concerning the support and lashing points of the goods for their handling and/or transport. The Service Provider is not required to follow an instruction that would lead the Service Provider to act in contradiction with professional standards or outside its area of competence. The services are also based on the current state of knowledge, technique, and engineering concepts of the Service Provider.
In the event that the Service Provider designs a part specifically for the client’s needs and entrusts its production to a third-party manufacturer, it is expressly agreed that the Service Provider’s liability cannot be engaged for damages resulting from a specific defect, a design defect, a manufacturing defect, or the materials used by the manufacturer. The client acknowledges that the manufacturing is carried out by an independent third party and accepts that any claim or liability action concerning such defects or flaws must be brought directly by the client against the manufacturer, the Service Provider offering no guarantee as to the absence of specific defects or manufacturing defects of the part thus produced by a third party.

6.1.7. PACKAGING / LABELING SERVICES
Upon the client’s request, the Service Provider performs packaging and labeling services through its own means or through its partners. The Service Provider cannot be held responsible for:
– All risks resulting from the non-conformity of the product with the specifications of the sales contract.
– All risks of rejection by the official authorities of the country of import.
– All damages resulting from an error in the labeling of the packaging allowing the marketing of the product.
– All risks resulting from the manufacturing of the container/material allowing the packaging of the goods.
– All damages resulting from erroneous and/or incomplete information from the client.
– All damages resulting from an unpredictable and sudden change in the legislation of the country of importation.
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6.1.8. EQUIPMENT RENTAL SERVICES
The Service Provider cannot be held responsible for damages resulting from a specific defect or a design or manufacturing defect of the equipment made available to the client. It is expressly agreed that any claim or liability action concerning such defects or flaws must be brought directly by the client against the manufacturer of the said equipment. The Service Provider does not guarantee in any case the equipment supplied against hidden or apparent defects. Furthermore, the Service Provider cannot be held responsible for damages of any nature, resulting from a use of the equipment by the client that is not in accordance with its normal purpose or from any misuse, negligence, or lack of maintenance attributable to the client or their employees during the rental period, provided that the rented equipment is in good working condition and up-to-date with its regulatory checks at the time it is made available by the Service Provider.

6.2. OTHER PROVISIONS

6.2.1. DECLARATION OF VALUE
The client always has the option of making a declaration of value which, set by them and accepted by the Service Provider, has the effect of substituting the amount of this declaration for the compensation limits indicated in these general conditions. This declaration of value will result in a price supplement. The instructions must be renewed for each operation.

6.2.2. SPECIAL INTEREST IN DELIVERY
The client always has the option of making a declaration of special interest in delivery which, set by them and accepted by the Service Provider, has the effect, in case of delay, of substituting the amount of this declaration for the compensation limits. This declaration will result in a price supplement. The instructions must be renewed for each operation.

6.2.3. CYBER RISK EXCLUSION CLAUSE
These general conditions exclude any liability for any loss, damage, cost, or expense of any kind resulting, directly or indirectly, from a cyber-attack or attempted cyber-attack against the Service Provider or its subcontractors, regardless of the source, and particularly if this prevents it from performing its services. The client acknowledges, in particular, despite all precautions that may be taken by the Service Provider, that electronic transmissions of information and data may carry viruses or malicious intrusions and that, as such, the Service Provider cannot be held responsible for any damage suffered.

Article 7 – PAYMENT CONDITIONS

7.1. Services are payable in cash upon receipt of the invoice, without discount, at the place of issue of the invoice, unless payment terms are specifically granted to the client by the Service Provider, which cannot in any case exceed the payment terms prescribed by articles L.441-10 et seq. of the Commercial Code. The client is always a guarantor of their payment. In accordance with article 1344 of the Civil Code, the debtor is deemed to have been put in default to pay by the sole enforceability of the obligation.

7.2. Unilateral set-off of the amount of alleged damages against the price of services owed to the Service Provider is prohibited.

7.3. Any delay in payment will automatically result in late payment interest starting the day after the invoice due date. This interest will be calculated at a rate equivalent to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, plus 10 percentage points. This rate cannot be less than three times the legal interest rate, as stipulated by article L.441-10 II of the French Commercial Code. In addition, a fixed compensation of 40 euros per unpaid service will be applied to cover recovery costs, in accordance with article D.441-5 of the Commercial Code, and this without prejudice to any possible compensation for any other damage resulting directly from this delay.
In the event of any payment delay, all other outstanding debts owed to the Service Provider will automatically become immediately due and payable, including those for which bills of exchange have been accepted.
Any delay in payment will justify the Service Provider modifying, as it sees fit, the payment terms specifically granted to the client.

7.4. Any partial payment will be imputed first on the non-privileged part of the debt.

Article 8 – RIGHT OF RETENTION AND CONVENTIONAL LIEN
Regardless of the capacity in which the Service Provider acts, the client expressly recognizes a right of retention enforceable against all, and a conventional lien on all goods, securities, and documents in the possession of the Service Provider, as a guarantee for all debts that the Service Provider holds against them, even those prior or unrelated to the operations carried out for the goods, securities, and documents that are actually in its hands.

Article 9 – STATUTE OF LIMITATIONS
All legal actions arising from this contract, whether related to the primary or ancillary services, are time-barred after one year from the date the service in question was performed.
In the case of duties and taxes that are subsequently recovered, this one-year period begins on the date the responsible government authority notifies the debtor of the adjustment. The client undertakes to cooperate in good faith with the Service Provider and to inform it, as soon as they become aware of it, of all notifications, notices of infringement, notices of control results, adjustments, notices of recovery, and generally all claims that may be addressed to them by a third party or by any administration or competent authority, by virtue of the performance of the services, under penalty of bearing alone the consequences of these claims. In all cases, any claim against the Service Provider is subject to the statutes of limitations applicable to customs and tax matters.

Article 10 – CONTRACT DURATION AND TERMINATION

10.1. In the event of an established commercial relationship, each party may terminate it at any time, by sending a registered letter with acknowledgment of receipt, subject to respecting the following notice periods:
– One (1) month when the duration of the relationship is less than or equal to six (6) months;
– Two (2) months when the duration of the relationship is more than six (6) months and less than3 one (1) year;
– Three (3) months when the duration of the relationship is more than one (1) year, to which is added one (1) month per year of continuous relations beyond the period of two (2) years, without being able to exceed a period of six (6) months.

10.2. During the notice period, the parties undertake to maintain the financial balance of the contract.

10.3. In the event of serious or repeated, proven breaches by one of the parties of its commitments and obligations, the other party is required to send it a reasoned formal notice by registered letter with acknowledgment of receipt. If this remains without effect within a period of fifteen (15) days, during which the parties can try to reconcile, the party who initiated the formal notice may definitively terminate the contract, without notice or compensation, by registered letter with acknowledgment of receipt taking note of the failure of the negotiation attempt.

10.4. All invoices issued by the Service Provider and the moving costs agreed upon by the parties will be due at the latest on the last day of the contract and in any event before any return of the goods if the stock relocation were to be organized before this date. The effective payment of all the aforementioned invoices and costs will be a condition for the return of the goods.

Article 11 – CONFIDENTIALITY & INTELLECTUAL PROPERTY

11.1. CONFIDENTIALITY

The client and the Service Provider agree to treat as strictly confidential all documents, materials, tools, or information collected, and more generally, all matters or facts whatsoever that have been or will be brought to their attention, including but not limited to studies, plans, concepts, and know-how, transmitted for or on the occasion of their relationship.
Both parties shall take all necessary measures to ensure that this confidentiality is maintained by their personnel and any subcontractors. This obligation of confidentiality is maintained for a period of five (5) years from the end of the commercial relationship between the client and the Service Provider. Confidential information must be returned to the disclosing party upon simple request, the receiving party undertaking not to keep any copies of it with the exception of confidential information whose retention would be necessary to comply with its legal or regulatory obligations, particularly accounting or fiscal obligations.

11.2. INTELLECTUAL PROPERTY

11.2.1. The Service Provider retains, exclusively, all intellectual property rights attached to all documents, reports, plans, studies, analyses, operating procedures, instructions, drawings, sketches, calculations, data, notes, concepts, models, know-how, parts, and tools, or samples, without this list being exhaustive, developed by the Service Provider and implemented by the latter in the context of the execution of its services.

11.2.2. The client undertakes not to claim these elements and not to make any use of them likely to infringe the intellectual or industrial property rights of the Service Provider. The client will use these documents only within the framework of the execution of the service and cannot in any case, without the prior written consent of the Service Provider, allow third parties to design, develop, or manufacture products based on these documents, to copy them or to make them known in any way whatsoever to third parties who are not directly involved in the execution of the service or a part of it.

11.2.3. Each party will indemnify, guarantee, defend, and hold the other Party harmless for all damages, losses, claims, actions, or other proceedings arising from any violation of the provisions of this article.

Article 12 – PERSONAL DATA PROTECTION
In the event that the service entrusted to the Service Provider consists of one or more processing of personal data, within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the Protection of natural persons with regard to the processing of personal data and on the free movement of such data, hereinafter referred to as “GDPR,” the Service Provider acts as a Subcontractor and on documented instruction(s) from the client, the latter acting as the Controller.
(i) Instructions of the Controller: The Subcontractor processes personal data only on documented instruction from the Controller.
(ii) Confidentiality: The Subcontractor ensures that persons authorized to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality.
(iii) Security of Processing: The Subcontractor takes all measures required in accordance with Article 32 of the GDPR to ensure the security of processing.
(iv) Further Subcontracting: The Controller authorizes the Subcontractor to use, if necessary, another subcontractor (Further subcontracting). The Parties agree that the Subcontractor may use the Subcontractor of its choice without notification to the Controller. The Subcontractor undertakes to select a compliant further subcontractor.
(v) Assistance to the Controller: The Subcontractor assists the Controller, by appropriate technical and organizational measures, as far as possible, to fulfill its obligation to respond to requests for the exercise of the rights of the data subjects. The Subcontractor helps the Controller to ensure compliance with the obligations provided for in Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to the Subcontractor.
(vi) Fate of Data: The Subcontractor deletes all personal data after the end of the services relating to the processing, and destroys existing copies, with the exception of copies of files to be kept by the Subcontractor to demonstrate compliance with its legal obligations.
(vii) Documentation: The Subcontractor makes available to the Controller all the necessary information to demonstrate compliance with the obligations provided for in Article 28.
(viii) Typology of processing: Management and monitoring of shipments, management and monitoring of returns, compliance with customs formalities.
(ix) Typology of data: Identification and contact data.

Article 13 – COMPLIANCE

13.1. The client and the Service Provider declare and guarantee a conduct of all their activities in connection with these terms and conditions in compliance with all applicable Laws. The term “Laws” designates, without limitation, local and national laws, rules and regulations and treaties applicable to the parties or the operations considered, and in particular, where applicable, the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the SAPIN II law, and all amendments to these provisions, commercial restrictions (in terms of customs, export and import controls, international sanctions and embargoes) including those enacted by France, the European Union, the United States, and the United Nations Organization, and all other legal obligations relating to any of the activities of the client and the Service Provider, including, without limitation, the legal obligations applicable in matters of tax, product and/or consumer safety, protection of human rights, employees and the environment.

13.2. The Parties undertake, on the one hand, to inform each other without delay of any element that would be brought to their knowledge likely to incur their liability under this article and, on the other hand, to provide all necessary assistance to respond to a request from a duly authorized authority relating to the fight against corruption.

13.3. Any breach by the client of the stipulations of this article shall be considered a serious breach authorizing the Service Provider to terminate their relationship without notice or compensation of any kind.

13.4. The client expressly declares not to be subject to any national, European, or international sanction.

Article 14 – CANCELLATION – INVALIDITY

In the event that any of the stipulations of these general conditions is declared null or deemed unwritten, all other stipulations would remain applicable.

Article 15 – JURISDICTION CLAUSE

In case of dispute or contestation, French law will be applicable and only the Courts of LYON will have jurisdiction, even in case of a plurality of defendants or third-party claims.
These General Terms and Conditions of Sale shall become effective on September 1st, 2025.