General terms and conditions of sale

UNION DES ENTREPRISES DE TRANSPORT ET LOGISTIQUE DE FRANCE (T. L. F.)

13, rue de Calais - 75320 - PARIS CEDEX 09

General conditions of sale governing operations carried out by transport and/or logistics operators

Article 1 - PURPOSE AND SCOPE

The purpose of these general conditions is to govern the contractual relationship between a Principal and a "Transport and/or Logistics Operator", hereinafter referred to as the TLO, in respect of any commitment or operation whatsoever in connection with physical movement, by any mode of transport,

and/or the physical or legal management of stocks and flows of any goods, packaged or not, from any source and for any destination and/or in connection with the management of any material or dematerialised information flow.

The definitions of the terms and concepts used in these general conditions are those of the standard contracts in force.

These general terms and conditions shall prevail over any other general or special terms and conditions issued by the client.

In the event of special conditions agreed with the client and in the absence of such conditions, the general conditions shall continue to apply.

Article 2 - PRICE OF SERVICES

2.1 - Prices are calculated on the basis of information provided by the client, taking into account the services to be performed, the nature, weight and volume of the goods to be transported and the routes to be taken.

Quotations are based on the currency rate at the time the quotation is given. They are also based on the conditions and tariffs of the substitutes as well as the laws, regulations and international conventions in force.

If one or more of these basic elements are modified after the quotation has been submitted, including by the TLO's substitutes, in a manner that is enforceable against the TLO, and on proof provided by the TLO, the prices originally given shall be modified under the same conditions. The same shall apply in the event of an unforeseen event of any kind, leading in particular to a modification of one of the elements of the service.

2.2 - Prices do not include duties, taxes, fees and levies due in application of any regulation, particularly fiscal or customs.

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

Article 3 - GOODS INSURANCE

No insurance shall be taken out by the TLO without a written and repeated order from the client for each shipment, specifying the risks to be covered and the values to be insured.

If such an order is given, the TLO, acting on behalf of the principal, shall take out insurance with an insurance company that is known to be solvent at the time of cover.

In the absence of a precise specification, only ordinary risks (excluding war and strike risks) will be insured.

Acting in this specific case as an agent, the TLO cannot be considered in any way as an insurer.

The terms of the insurance policy shall be deemed to be known and agreed by the consignors and consignees who shall bear the cost thereof.

A certificate of insurance will be issued, if requested.

Article 4 - PERFORMANCE OF SERVICES

The departure and arrival dates that may be communicated by the T.L.O. are given for information purposes only.

The Principal is obliged to give the TLO the necessary and precise instructions in good time for the execution of the transport services and ancillary services and/or services

logistics.

The TLO does not have to check the documents (commercial invoice, packing note, etc.) provided by the principal.

All specific delivery instructions (cash on delivery, declaration of value or insurance, special interest in delivery, etc.) must be the subject of a written and repeated order for each consignment and of the express acceptance of the TLO.

Article 5 - OBLIGATIONS OF THE PRINCIPAL

5.1 - Packaging and labelling:

5.1.1 - Packaging:

The goods must be packed, wrapped, marked or countermarked in such a way as to withstand transport and/or storage operations carried out under normal conditions, as well as the successive handling operations which necessarily take place during the course of these operations.

It must not constitute a cause of danger to driving or handling personnel, the environment, the safety of transport equipment, other goods transported or stored, vehicles or third parties.

The client is solely responsible for the choice of packaging and its suitability for transport and handling.

5.1.2 - Labelling:

Each package, object or load carrier must be clearly labelled to allow immediate and unambiguous identification of the sender, the recipient, the place of delivery and the nature of the goods.

The information on the labels must correspond to that on the transport document. The labelling must also comply with any applicable regulations, in particular those relating to dangerous products.

5.1.3 - Liability:

The customer is liable for all consequences of missing, insufficient or defective packaging, wrapping, marking or labelling.

5.2 - Leading:

Trucks, semi-trailers, swap bodies, containers, complete once the loading operations have been completed, are sealed by the shipper himself or by his representative.

5.3 - Reporting obligations:

The customer is liable for all the consequences of a failure to inform and declare the exact nature and specificity of the goods when the latter require special provisions, particularly in view of their value and/or the covetousness they are likely to arouse, their dangerousness or their fragility.

This information obligation 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 hand over to the TLO any illegal or prohibited goods (e.g. counterfeit goods, drugs, etc.).

The client alone shall bear, without recourse against the TLO, the consequences, whatever they may be, resulting from erroneous, incomplete, inapplicable or late declarations or documents, including the information necessary for the transmission of any declaration required by customs regulations, in particular for the transport of goods from third countries.

5.4 - Reservations:

In the event of loss, damage or any other damage suffered by the goods, or in the event of delay, it is the responsibility of the consignee or the receiver to make regular and sufficient observations, to take reasoned reservations and in general to carry out all acts useful for the preservation of the recourse and to confirm the said reservations in the legal forms and time limits, failing which no action may be taken against the TLO or its substitutes.

5.5 - Refusal or default of the recipient:

In the event of rejection of the goods by the consignee, as well as in the event of default by the consignee for any reason whatsoever, all initial and additional costs due and incurred on behalf of the goods shall remain payable by the principal.

5.6 - Customs formalities:

If customs operations have to be carried out, the principal shall indemnify the customs representative against all financial consequences arising from incorrect instructions, inapplicable documents, etc., generally resulting in the assessment of additional duties and/or taxes, blocking or seizure of goods, fines, etc., by the administration concerned.

In the case of customs clearance of goods under a preferential regime concluded or granted by the European Union, the principal guarantees that he has taken all the necessary steps within the meaning of the customs regulations to ensure that all the conditions for processing under the preferential regime have been met.

The customer must, at the request of the TLO, provide the latter, within the required time limit, with any information that may be requested of him under the requirements of the customs regulations. Failure to provide this information within this time limit shall result in the principal being liable for all the prejudicial consequences of this failure in terms of delays, additional costs, damage, etc.

However, as the quality and/or technical standardisation rules for the goods are the sole responsibility of the client, it is the client's responsibility to provide the TLO with all documents (tests, certificates, etc.) required by the regulations for their circulation. The TLO shall not be held liable for any failure of the goods to comply with the said quality or technical standardisation rules.

The customs representative shall clear customs under the direct representation method in accordance with Article 18 of the Union Customs Code.

5.7 - Cash on delivery

The stipulation of cash on delivery does not constitute a declaration of value and therefore does not modify the rules for compensation for loss and damage as defined in Article 6 below.

Article 6 - LIABILITY

In the event of proven damage attributable to the TLO, the TLO shall only be liable for damages that could have been foreseen at the time of the conclusion of the contract and which only include what is an immediate and direct consequence of the non-performance within the meaning of Articles 1231-3 and 1231-4 of the Civil Code.

These damages are strictly limited in accordance with the amounts set out below.

These limitations of indemnity set out below are the counterpart of the liability assumed by the TLO.

6.1 - Substitute liability

The TLO's liability is limited to that incurred by its substitutes in the context of the operation entrusted to it.

Where the limits of compensation of the substitute are not known, do not exist or do not result from mandatory provisions, they shall be deemed to be identical to those set out in Article 6.2 below.

6.2 - Personal liability of the Transport and/or Logistics Operator (TLO):

6.2.1 - Losses and damages:

In all cases where the TLO's personal liability is incurred, for whatever reason and on whatever basis, it is strictly limited, for all damage to the goods attributable to any operation as a result of loss and damage and for all consequences that may result therefrom, to the amount of shall be held liable, for whatever reason and on whatever basis, for all damage to the goods attributable to any operation as a result of loss or damage and for all the consequences that may result therefrom, to the extent of € 20 per kilogram of gross weight of the missing or damaged goods, without being able to exceed, whatever the weight, volume, dimensions, nature or value of the goods concerned, a sum greater than the product of the gross weight of the goods expressed in tonnes multiplied by € 5,000, with a maximum of € 60,000 per event.

6.2.2 - Other damage:

For all other damages, including in the event of a duly noted delay in delivery, in the event that the TLO is personally liable, the compensation due by the TLO is strictly limited to the price of the transport of the goods (excluding duties, taxes and miscellaneous expenses) or to the price of the service that caused the damage, which is the subject of the contract. This compensation may not exceed that due in the event of loss or damage of the goods.

6.2.3 - Responsibility for customs matters :

The TLO's liability for any customs or indirect tax operation, whether carried out by itself or by its subcontractors, may not exceed the sum of €5,000 per customs declaration, without exceeding €50,000 per year of adjustment and, in any event, the amount of the liability shall be limited to the sum of €5,000 per year,

100,000 per recovery notice.

6.3 - Ratings:

All quotations given, all spot quotations provided, as well as general tariffs are drawn up and/or published taking into account the limitations of liability set out above (6.1 and 6.2)

6.4 - Declaration of value or insurance:

The client may always subscribe to a declaration of value which, if determined by him and accepted by the TLO, has the effect of substituting the amount of this declaration for the indemnity ceilings indicated above (Articles 6.1

and 6.2.1).

This declaration of value will result in an additional charge.

The Principal may also instruct the TLO, in accordance with Article 3 (Insurance of goods), to take out insurance on his behalf, against payment of the corresponding premium, specifying the risks to be covered and the values to be guaranteed.

Instructions (declaration of value or insurance) must be renewed for each operation.

6.5 - Special interest in delivery:

The client may always make a declaration of special interest in delivery which, if determined by the client and accepted by the TLO, shall have the effect, in the event of delay, of substituting the amount of this declaration for the indemnity ceilings indicated above (Articles 6.1 and 6.2.2). This declaration will lead to a price supplement.

The instructions must be repeated for each operation.

Article 7 - PAYMENT TERMS

7.1 - Services are payable in cash upon receipt of the invoice, without discount, at the place of issue of the invoice, and in any event within a period that may not exceed 30 days from the date of issue. The client shall always be liable for payment. In accordance with Article 1344 of the Civil Code, the debtor shall be deemed to have been given notice to pay by the mere fact that the obligation is due.

7.2 - The unilateral compensation of the amount of the alleged damages on the price of the services due is forbidden.

7.3 - Any delay in payment shall automatically lead to the payment of interest on arrears on the day following the date of payment shown on the invoice, in an amount equivalent to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, increased by ten percentage points and set according to the methods defined in Article L.441-6 paragraph 12 of the Commercial Code, as well as a fixed indemnity for collection costs of €40 in accordance with Article D.441-5 of the Commercial Code, without prejudice to possible compensation, under the conditions of common law, for any other damage directly resulting from this delay.

Any delay in payment shall entail, without formalities, the forfeiture of the term of any other debt held by the TLO, which shall become immediately due and payable, even in the event of acceptance of bills of exchange.

7.4 - Any partial payment will be charged first to the non-preferential part of the claim.

Article 8 - CONVENTIONAL RIGHT OF RETENTION AND CONVENTIONAL RIGHT OF PLEDGE

Regardless of the capacity in which the TLO acts, the principal expressly recognises that the TLO has a contractual right of retention, enforceable against all, and a contractual right of pledge on all goods, securities and documents in the TLO's possession, as security for all claims (invoices, interest, costs incurred, etc.) that the TLO has against him, even prior to or unrelated to the operations carried out with regard to the goods, securities and documents that are actually in his hands.

Article 9 - PRESCRIPTION

All actions to which the contract concluded between the parties may give rise, whether in respect of the main or ancillary services, shall be barred within a period of one year from the performance of the service in dispute under the said contract and, in respect of duties and taxes recovered a posteriori, from the notification of the adjustment.

Article 10 - DURATION OF THE CONTRACT AND TERMINATION

10.1 - In the event of an established commercial relationship, either party may terminate it at any time by sending a registered letter with acknowledgement of receipt, subject to 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 than or equal to one (1) year ;

■ Three (3) months when the duration of the relationship is more than one (1) year and less than or equal to three (3) years ;

■ Four (4) months when the duration of the relationship exceeds three (3) years, plus one (1) week for each full year of commercial relations, without exceeding a maximum duration of six (6) months.

10.2 - During the period of notice, the parties undertake to maintain the economy 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 acknowledgement of receipt.

If this remains without effect within a period of one month, during which the parties may attempt to reach an agreement, the contract may be definitively terminated, without notice or compensation, by registered letter with acknowledgement of receipt, noting the failure of the negotiation attempt.

Article 11 - CANCELLATION - DISABILITY

In the event that any of the provisions of these General Terms and Conditions of Sale are declared null and void or deemed unwritten, all other provisions shall remain applicable.

Article 12 - JURISDICTION CLAUSE

In case of dispute or contestation, only the Courts of Le Havre (76- France) are competent, even in

In the event of multiple defendants or warranty claims.

The present General Terms and Conditions of Sale of the Union des Entreprises de Transportet de Logistique de France (T.L.F.) were published on 1 January 2017 (first of January two thousand and seventeen).

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