Terms and Conditions

ARTICLE 1 - PURPOSE AND SCOPE OF APPLICATION

• Export-Solutions© 2024. All rights reserved
• These general terms and conditions aim to govern the contractual relationships between a customer and the agencies and subsidiaries of the Export-Solutions group, hereafter referred to as "Transport and/or Logistics Operator", "O.T.L." or "Export-Solutions", for any commitment or operation related to the 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 origin and for any destination and/or in connection with the management of any materialized or dematerialized information flow. The definitions of the terms and notions used in these general terms and conditions are those of the laws and standard contracts, where they exist, in force in France. These general terms and conditions prevail over any other general or specific terms and conditions emanating from the customer. In case of specific conditions agreed with the customer and in the absence of any provisions, the general terms and conditions continue to apply. Transport operations by sea are governed, in the absence of specific conditions issued by the customer and accepted by the O.T.L., by the specific conditions appearing on the back of the bills of lading issued by any agency or subsidiary of the Export-Solutions group, and in case of absence of these conditions, by these general terms and conditions.

ARTICLE 2 – PRICES OF SERVICES

• 2.1. Prices are calculated based on the information provided by the customer, taking into account the services to be provided, the nature, weight, and volume of the goods to be transported, as well as the routes to be taken. Quotations are established based on the currency exchange rate and the price of the propulsive energy product at the time the quotations are given. They are also based on the conditions and rates of substitutes as well as the laws, regulations and international conventions in force. If one or more of these basic elements, including the price of the propulsive energy product, were to increase after the quotation was provided, including by the O.T.L. substitutes, in a manner that is binding on the latter, and on proof provided by the latter, the originally given prices would be modified under the same conditions. The same would apply in the event of an unforeseen event, whatever it may be, resulting in a modification of one of the service elements or conditions of its execution.
• 2.2. Prices do not include any duties, taxes, levies and taxes due under any regulations, particularly tax or customs regulations.
• 2.3. The initially agreed prices are renegotiated at least once a year.

ARTICLE 3 – INSURANCE OF GOODS

• 3.1. It is the responsibility of the client to insure their goods in order to be fully compensated in case of disputes, taking into account the legal or conventional liability limitations applicable.
• 3.2. No insurance of the goods is taken out by the O.T.L. without a written order from the client for each shipment, specifying the risks to be covered and the values to be guaranteed.
• Acting in this specific case as a mandatary, the O.T.L. cannot be considered an insurer under any circumstances. If such an order is given, the O.T.L., acting on behalf of the client, takes out insurance with an insurance company that is notoriously solvent at the time of coverage. In the absence of specific specifications, only ordinary risks (excluding risks of war and strikes) will be insured. The O.T.L. must indicate the name of the insurance company to the client and provide them, upon request, with the insurance certificate. The conditions of the policy are deemed to be known and accepted by the senders and recipients who bear the cost of it.

ARTICLE 4 – EXECUTION OF SERVICES

• 4.1. The departure and arrival dates of the goods and/or the dates of completion of any related services, whether or not they are related to physical flows, that may be communicated by the O.T.L. are given for information purposes only and cannot engage its responsibility as an individual or as a guarantor.
• 4.2. The order giver is responsible for providing timely instructions, information and documents necessary and accurate to the O.T.L. for the execution of transportation services and ancillary services and/or logistics services.
• 4.3. The O.T.L. is responsible for verifying the documents provided by the order giver that are directly related to the organization of the services entrusted to the O.T.L. As for other documents provided, it ensures that they are apparently consistent with the mission entrusted to it.
• 4.4. The O.T.L. who incurs expenses in the interest of the goods, to prevent or limit damage, must be fully compensated. Similarly, expenses paid by the O.T.L. on behalf of the goods - demurrage, detention, and any advances of expenses that were unknown at the time of the quotation - are borne by the order giver. In the event of the recipient"s failure to receive the goods for any reason whatsoever, the resulting expenses, directly and/or indirectly, must be fully borne by the order giver. Furthermore, all expenses incurred by the O.T.L. as a result of the late cancellation of an instruction given by the order giver will be fully passed on to the order giver.

ARTICLE 5 – Obligations of the Ordering Party

• 5.1 Packaging: The ordering party is solely responsible for the choice of packaging and must ensure that the goods are packed, marked, or labeled in accordance with the rules of the mode of transport used and can withstand transport and/or storage operations carried out under normal conditions, as well as successive handling operations that necessarily occur during the course of these operations. It must not constitute a cause of danger for the service provider"s personnel and/or substitutes, the environment, the safety of transport equipment, other goods transported or stored, vehicles or third parties.
• 5.2 Labeling: Clear labeling must be carried out on each package, object or load carrier to allow for immediate and unambiguous identification of the sender, recipient, place of delivery, and the nature of the goods. The labeling must comply with any applicable regulations, in particular those relating to dangerous products and materials.
• 5.3 Sealing: Trucks, semi-trailers, mobile boxes, complete containers, once loading operations are completed, are sealed by the loader or its representative.
• 5.4. Stowage / Securing / Lashing: When the loading of the goods is done in a container and/or when the loading is carried out on a transport vehicle under the responsibility of the ordering party, stowage, securing and lashing must be carried out in accordance with the rules of the art in order to withstand the risks of transport.
• 5.5. Liability: The ordering party is responsible for all the consequences of the absence, insufficiency, defect or unsuitability of the packaging, labeling or marking, stowage, lashing, and securing of the goods.
• 5.6. Obligations of Information: 5.6.1. The ordering party is responsible for all the consequences of a failure to provide accurate and specific information on the nature of the goods, particularly with regard to their value and/or the covetousness they may arouse, their dangerousness, or fragility.
• 5.6.2. This obligation to provide information also applies to the declaration of the verified gross mass of a container in accordance with the SOLAS Convention. Furthermore, the ordering party expressly undertakes not to hand over to OTL and/or its substitutes any illicit, prohibited, and/or subject to a ban or restriction on circulation goods. The ordering party alone bears, without recourse against OTL, all the consequences resulting from falsified, erroneous, incomplete, inapplicable or late declarations or documents, including the information necessary for the transmission of any declaration required by customs regulations, particularly for the transport of goods to or from third countries.
• 5.7. Reservations: In the event of loss, damage, or any other damage suffered by the goods, or in the event of a delay, it is the responsibility of the recipient or receiver to carry out regular and sufficient inspections, to make precise and motivated reservations within the legal deadlines, and in general, to carry out all acts useful for the conservation of remedies. It is the responsibility of the interests of the goods to confirm these reservations in the legal form and time, failing which no action can be taken against OTL or its substitutes.
• 5.8. Customs, health, tax and/or indirect contribution formalities and compliance with export and import control rules: Whatever the mode of performance of the services ordered by the ordering party, OTL carries out, on behalf and for the account of the ordering party, the customs formalities and all related acts related 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.

ARTICLE 6 – LIABILITY

• In case of proven damages attributable to O.T.L., the latter is liable only for damages that could have been foreseen at the time of the conclusion of the contract and which only comprise the direct and immediate consequences of the breach within the meaning of Articles 1231-3 and 1231-4 of the Civil Code. These damages cannot in any case exceed the amounts stipulated in these general conditions.
• 6.1. Liability for Substitutes: The liability of O.T.L. is limited to that incurred by substitutes in the context of the operation entrusted to it. When the limits of compensation of the substitutes are not known, do not exist, or do not result from legal or regulatory mandatory provisions, they are deemed to be identical to those relating to the personal liability of O.T.L. With regard to maritime transport operations, when the loss or damage occurs between the loading of the goods by the O.T.L. substitute at the loading port and the unloading by the O.T.L. substitute at the discharge port, the liability of the O.T.L. substitute will be determined in accordance with the Hague Rules or any national law making the Hague Rules imperatively 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 amended 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 imperatively applicable to the transport covered by that bill of lading. The O.T.L. substitute will not be liable for loss or damage to the goods, whatever the cause, if such loss or damage occurred before loading or after unloading of the vessel. Notwithstanding the foregoing, and in the event that mandatory law provides otherwise, the O.T.L. substitute 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 transports to or from the United States, COGSA shall be exclusively applicable. The provisions of COGSA shall also apply (unless expressly stated otherwise) to periods prior to the loading of goods on board the vessel and subsequent to their discharge from the vessel, provided, however, that during these periods the said goods were under the actual control of the O.T.L. substitute or any other substitute. "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.
• 6.2 Personal Liability of O.T.L. for Loss and Damage: In all cases where the personal liability of O.T.L. would be incurred for loss and/or damage caused to the goods and for all consequences that may result therefrom, it shall be strictly limited: a) for events occurring during a transport 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, an amount greater than the product of the gross weight of the shipment expressed in tonnes 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, an amount greater than €60,000 per event, subject to any contrary

ARTICLE 7 – PAYMENT TERMS

• 7.1. Service fees are payable in cash upon receipt of the invoice, without any discount, at the place of its issuance, unless specific payment terms have been granted to the client by the O.T.L. Such payment terms shall not, in any case, exceed the payment periods prescribed by Articles L.441-10 and following of the French Commercial Code. The client shall always be responsible for their payment. Pursuant to Article 1344 of the French Civil Code, the debtor shall be deemed to have been put in default of payment by the mere exigibility of the obligation.
• 7.2. The unilateral offsetting of the alleged damages against the fees due to the O.T.L. is prohibited.
• 7.3. Any delay in payment shall automatically, on the day following the payment deadline indicated on the invoice, render interest for delay due at a rate equal to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation, increased by 10 percentage points, as defined by Article L.441-10 II of the French Commercial Code, as well as a flat-rate indemnity for recovery costs in the amount of 40 euros, pursuant to Article D.441-5 of the French Commercial Code, for each unpaid service, without prejudice to the possible compensation, under the conditions of common law, for any other damage resulting directly from such delay. Any delay in payment shall result, without formality, in the forfeiture of the term of any other claim held by the O.T.L., which shall immediately become due and payable, even in the case of acceptance of drafts. Any delay in payment shall justify that the O.T.L. modifies, at its discretion, the specific payment terms granted to the client.
• 7.4. Any partial payment shall be credited first to the non-privileged part of the debt.

ARTICLE 8 – RIGHT OF RETENTION AND CONVENTIONAL PLEDGE RIGHT

• Regardless of the quality in which the O.T.L. intervenes, the client expressly acknowledges its right of retention, which is enforceable against all, and its right of conventional pledge on all goods, securities, and documents in the possession of the O.T.L., as a guarantee for all claims that the O.T.L. holds against it, even those prior to or unrelated to the operations carried out for the goods, securities, and documents that are actually in its possession.

ARTICLE 9 – PRESCRIPTION

• All actions arising from the contract concluded between the parties, whether for main or ancillary services, shall be subject to a one-year limitation period from the performance of the disputed service under the said contract and, in the case of rights and taxes collected retroactively, from the notification of the debtor of the amount of such rights and taxes by the relevant administration. The Ordering Party undertakes to cooperate in good faith with the O.T.L. and to inform it, as soon as it becomes aware of it, of all notifications, findings of infringement, notices of control results, adjustments, notices of recovery, and, in general, of all claims addressed to it by a third party or by any competent administration or authority, in connection with the performance of the services, failing which it shall bear the consequences of such claims alone.
• In any event, any claim against the O.T.L. is limited by the prescription periods applicable in 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 acknowledgement 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 than one (1) year
• ▪ Three (3) months when the duration of the relationship is more than one (1) year, to which one (1) month per year of continued relations beyond the period of two (2) years shall be added, without exceeding a period of six (6) months.
• 10.2. During the notice period, the parties undertake to maintain the economic balance of the contract.
• 10.3. In the event of serious or repeated breaches, proven, by one of the parties of its commitments and obligations, the other party shall be obliged to send it a reasoned formal notice by registered letter with acknowledgement of receipt. If this notice remains without effect within a period of fifteen (15) days, during which the parties may attempt to come closer together, the party initiating the formal notice may definitively terminate the contract, without notice or compensation, by registered letter with acknowledgement of receipt acknowledging the failure of the negotiation attempt.
• 10.4. All invoices issued by the O.T.L. and the relocation costs agreed by the parties shall be payable no later than 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 that date. The effective payment of all the aforementioned invoices and costs shall be a condition for the return of the goods.

ARTICLE 11 – CONFIDENTIALITY & PERSONAL DATA PROTECTION

• 11.1 Confidentiality: The client and the O.T.L. undertake to treat as confidential all information that comes to their knowledge in any form whatsoever. This obligation of confidentiality is maintained for two (2) years from the end of the commercial relationship between the client and the O.T.L.
• 11.2 Personal Data Protection: Within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 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 the "GDPR", the O.T.L. acts as a Processor and on documented instruction(s) of the client, the latter acting as Controller. The client and the O.T.L. undertake to (i) implement reasonable and appropriate technical and organizational measures with regard to the security of personal data that may be exchanged in the context of their commercial relationship, and (ii) enable Data Subjects to exercise their rights, including access, rectification and erasure. These rights with regard to the O.T.L. can be exercised by written request, specifying the data and/or the processing to which the request pertains, to the following e-mail address: contact@export-solutions.com The O.T.L. may transfer personal data to its subsidiaries located within and/or outside the European Union. By transmitting any personal data to the O.T.L., the client is informed that the O.T.L. is authorized to use such data for the purpose of enabling it to perform services, including customs clearance in the case of international transport.

ARTICLE 12 – COMPLIANCE

• 12.1. The client and the O.T.L. declare and warrant that they will conduct all activities in connection with these terms and conditions in compliance with all applicable Laws. The term "Laws" shall mean, without limitation, local and national laws, rules and regulations and applicable treaties relating to the parties or operations concerned, including, where applicable, the Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the SAPIN II law, and any amendments thereto, trade restrictions (including customs, export and import controls, international sanctions and embargoes) including, in particular, those issued by France, the European Union, the United States and the United Nations, and any other legal obligations relating to any of the activities of the client and the O.T.L., including, without limitation, legal obligations applicable to tax, product and/or consumer safety, human rights, employees and the environment.
• 12.2. The parties undertake, on the one hand, to inform each other without delay of any element that comes to their attention that may result in their liability under this Article, and, on the other hand, to provide any necessary assistance to respond to a request from a duly authorized authority concerning the fight against corruption.
• 12.3. Any breach by the client of the provisions of this Article shall be considered a serious breach authorizing the O.T.L. to terminate their relationship without notice or compensation of any kind whatsoever.
• 12.4. The client expressly declares that it is not subject to any national, European or international sanctions.

ARTICLE 13 – CANCELLATION - INVALIDITY

• In the event that any provision of these general terms and conditions is declared null or deemed unwritten, all other provisions shall remain applicable.

ARTICLE 14 – URISDICTION CLAUSE

• In the event of a dispute or dispute, French law shall apply and only the Courts of LYON shall have jurisdiction, even in the event of multiple defendants or claims for indemnification.