Article 1 – PURPOSE AND SCOPE

The purpose of these general terms is to govern contractual relations  between a client and the branches and subsidiaries of the DIMOTRANS  group, hereinafter referred to as the “Transport and/or Logistics  Operator”, “TLO” or “DIMOTRANS”, for all commitments and  transactions linked to the physical movement, by any method of  transport, and/or the physical or legal management of stocks and flows  of any goods, whether packaged or unpackaged, from all origins and to  all destinations, and/or linked to the management of any information flows  in paper or computerised format.  

The terms and notions used in these general terms have the definitions  applicable in law and the standard contracts, when they exist, in force in  France. 

These general terms take precedence over all other general or special  terms of the client. 

If special terms are agreed with the client but do not specify otherwise,  the general terms continue to apply. 

Transport operations by sea are governed, in the absence of special  conditions issued by the client and accepted by the TLO, by the special  conditions appearing on the back of the Bills of Lading issued by any  agency or subsidiary of the DIMOTRANS group, and by the present  terms and conditions in the silence of the special conditions.

Article 2 – PRICE OF SERVICES

2.1. Prices are calculated based on the information provided by the client,  considering the services to be carried out, the nature, weight and volume  of goods to be transported as well as the route to be used.  Quotations are drawn up based on the foreign exchange rates and the  price of propulsion energy product at the time the quotation is made.  They also depend on the conditions and prices of substitute carriers, as  well as on the laws, regulations, and international conventions in force.  If one or more of these basic elements is increased, among which the  price of the propulsion energy product, after the quotation is issued,  including by the substitutes of the TLO, in a way that is enforceable  against it, and if the TLO can provide proof of this, the prices originally  indicated will be modified under the same conditions. The same applies  if there is an unforeseen event of any kind, resulting in particular in a  change in one of the elements of the service or in the conditions for its  performance.  

2.2. Prices do not include the taxes, duties or fees due in accordance  with any regulations, in particular tax or customs regulations. 2.3. The prices initially agreed are renegotiated at least once a year. 

Article 3 – INSURANCE FOR GOODS 

3.1. Given the application of legal and contractual limitations of liability, it  is up to the client to take out insurance enabling full in compensation in the event of dispute. 

3.2. No insurance of goods is taken out by the TLO without the specific  written order from the client for each shipment, indicating the risks and  values to be covered.  

In this event, the TLO acts as an agent and shall in no way be considered  to be an insurance company. 

If such an order is given, the TLO, acting on behalf of the client, will take  out an insurance policy with an insurance company that is manifestly  solvent at the time cover is taken out.  

Unless otherwise specified, only ordinary risks (excluding the risk of war and strikes) will be insured. The TLO must indicate the name of the insurance company to the client and provide, upon request, its insurance certificate. 

The policy conditions are deemed to be known and approved by the shippers and consignees, who cover the costs.

Article 4 – PERFORMANCE OF THE SERVICES  

4.1. Any departure and arrival dates of goods and/or realisation dates of  connected services, whether attached or not to physical flows, eventually  indicated by the TLO are provided for information only and can in no way  engage its personal or guarantor liability.  

4.2. The client must give the TLO, in time, the precise instructions,  information and documents needed to provide the transport services,  ancillary services and/or logistics services. 

4.3. The TLO shall proceed to check the documents provided by the client  which have a direct connection with the organisation of the services  entrusted to the TLO. The TLO shall check the apparent conformity of  any other document provided to it.  

4.4. The TLO who engages costs in the interest of the goods, to avoid or  limit damages, shall be fully compensated. In the same way, costs paid  by the TLO on behalf of the goods – surestuaries, detention fees and all  fee advances which were unknown at the time of the quotation – shall be  borne by the client. The client shall bear all direct and indirect costs in the  event in which the consignee does not receive the goods, for whatever  reason. 

In addition, any expenses borne by the TLO following a late cancellation  of an instruction given by the client shall be repercussed in full.

Article 5 – CLIENT OBLIGATIONS 

5.1. PACKAGING:

The client is solely responsible for choices made  regarding packing and packaging and must make sure that the goods are  packaged, packed, marked or countermarked in accordance with the  rules inherent to the transportation mode used and in a way that will  withstand transport and/or storage under normal conditions, as well as  the successive handling required during performance of the operations.  The goods must not represent a hazard to service provider and/or its  substitutes, environment, safety of the means of transport, other goods  transported or stored, vehicles or third parties.  

5.2 LABELLING:

A clear label must be affixed to each parcel, object or  load support to enable the shipper, consignee, to immediately and  unambiguously identify place of delivery and nature of the goods. The labels must comply with all applicable regulations, in particular those  regarding hazardous products and materials. 

5.3. LEAD SEALING:

Once the loading operations have been completed,  the trucks, semi-trailers, swap bodies and full containers are sealed with  lead by the shipper itself or its representative. 

5.4. STOWAGE/LASHING/SECURING:

When the goods are potted in  the container and/or when the loading is done on the means of transport  under the responsibility of the client, the stowage, lashing and securing  must satisfy state of the art rules in a way that will withstand  transportation. 

5.5. LIABILITY: 

The client is liable for the consequences of any lack,  insufficiency or defectiveness in the packaging, packing, marking,  labelling, stowing, lashing and securing of the goods. 

5.6. DUTY OF INFORMATION 

5.6.1. The client is liable for the consequences of any breach of its  obligation to inform and declare the exact nature and characteristics of  the goods if they require special provisions, in particular in view of their  value and/or temptation of theft they may represent, their hazardousness  or fragility.  

5.6.2. This duty to provide 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 give the TLO and/or  its substitutes illicit, prohibited goods and/or goods subject circulation  prohibitions or restrictions The client alone will be liable, without recourse  against the TLO, for any consequences of declarations or documents that  are forged, incorrect, incomplete, not applicable or supplied late,  including the information required to transmit any declarations required  by the customs regulations, in particular in order to transport goods from  and to third countries. 

5.7. RESERVATIONS 

In the event of loss, damage or any other harm suffered by the goods or  in the event of a delay, it is up to the consignee or the receiving agent to  draw up a regular and sufficient report, express precise and justified  reservations within the legal time limits and in general do everything  required to maintain the right of recourse. It is up to goods interest to  confirm the aforesaid reservations in the legal forms and within the legal  time limits, failing which no claim can be made against the TLO or its  substitute carriers.  

5.8. CUSTOMS, SANITARY, TAX AND/OR INDIRECT  CONTRIBUTION FORMALITIES AND COMPLIANCY WITH EXPORT  AND IMPORT CONTROL RULES 

Whatever the performance modalities of the services ordered by the  client, the TLO carries out, in the name of the client, custom formalities  and all other operations connected to the physical moving of goods  and/or documentation operations on goods, on a direct representation  basis in accordance with article 18 of the Union Code, and this even when  there is no explicit mandate. 

The client guarantees that all parties involved in the operations entrusted  to the TLO and all related transactions on goods are authorised by the  competent authorisations regarding customs and export/import control  law and regulations.  

The client must provide the TLO with all information and documents  required to perform the services, mainly and without being limited to,  information related to the choice of customs regime, customs origin,  customs value and the tariff classification as well as any follow-up  document or document required by a specific regulation concerning the  imported, exported goods or goods that are placed under a specific  customs or tax regime.  

The TLO, if acting a registered customs representative, can request  instructions from the client regarding the goods tariff classification. For all  storage services rendered by the TLO, the client must provide all 

information and documents necessary in establishing the origin, nature,  quantity, detention and ownership of the goods stored on its behalf by the  TLO, information that the TLO may have to disclose to the tax  administration, when requested. The client is the sole responsible in the  implementation of tax regulations and export and import control rules.  

The client guarantees that all documents and information provided to the  TLO are exact, complete, valid, and authentic.  

The client is solely responsible for all the customs, sanitary, tax and  indirect contributions operations carried out on its behalf. The client is the only debtor for any debts resulting from the above. In  addition, the client holds the TLO harmless from any consequence  entailed by failure to satisfy its obligations and resulting namely from its  negligence and/or erroneous, incomplete, inapplicable or tardive  information instruction and/or documents and/or information generally  entailing liquidation or rights and/or additional taxes, fines, penalties, late  payment interest, additional costs issued by the relevant administration  or a freezing or seizure of goods by the relevant administration, this list  not being exhaustive. 

5.9. REFUND ON DELIVERY: 

The stipulation of refund on delivery does not constitute a declaration of  value or change the rules regarding compensation of losses and damage  as defined by law and these General Terms of Sale.

Article 6 – LIABILITY 

In the event of a loss that is proved to be attributable to the TLO, the  TLO is only liable for damages that could have been anticipated  when the contract was entered into, and only include the immediate  and direct result of non-performance as defined in Articles 1231-3  and 1231-4 of the French Civil Code. These damages are strictly  limited to the amounts agreed in these General Terms of Sale 

6.1. LIABILITY DUE TO SUBSTITUTE CARRIERS:

The TLO’s liability  is limited to that incurred by the substitute carrier for the operation  entrusted to it.  

If the compensation limits for substitute carriers are not known, do not  exist or do not result from mandatory, legal or regulatory provisions, they  are deemed to be the same as those applicable in the event of the TLO’s  personal liability. 

When loss or damage has occurred between the time of loading of the  Goods by the TLO’s subcontractor, at the port of loading, and the time of  discharge by the TLO’s subcontractor, at the port of discharge, the  responsibility of the TLO’s subcontractor shall be determined in  accordance with the Hague Rules or any national law incorporating or  making the Hague Rules, or any amendments thereto, compulsorily  applicable to the Bill of Lading.  

“Hague Rules” means the provisions of the International Convention for  Unification of Certain Rules relating to Bills of Lading signed at Brussels  on 25th August 1924 and includes the amendments by the Protocol  signed at Brussels on 23rd February 1968 and 21st December 1979, but  only if such amendments are compulsorily applicable to this Bill of Lading. 

The TLO’s subcontractor shall be under no liability whatsoever for loss or  damage to the Goods, howsoever occurring, if such loss or damage  arises prior to loading on to or subsequent to the discharge from the  Vessel carrying the Goods. Notwithstanding the foregoing, where any  applicable compulsory law provides to the contrary, the TLO’s  subcontractor shall have the benefit of every right, defence, limitation and  liberty in the Hague Rules as applied by this Clause during such  additional compulsory period of responsibility, notwithstanding that the  loss or damage did not occur at sea.  

Notwithstanding anything else in the Bill of Lading to the contrary, on  shipments to or from the United States, the rights and liabilities of the  parties shall be subject exclusively to COGSA which shall also govern  before the Goods are loaded on and after they are discharged from the  vessel provided, however, that the Goods at said times are in the custody  of the TLO’s subcontractor.  

“COGSA” means the United States Carriage of Goods by the Sea Act,  46 U.S.C. App. § 1300 et. Seq. as enacted 1936 and any subsequent re codification thereto. 

6.2. PERSONAL LIABILITY OF THE TLO FOR LOSSES AND  DAMAGE  

In all cases where the TLO incurs personal liability for losses and/or  damage caused to the goods and for any resulting consequences, this  will be strictly limited: 

1. a) for events that occur during transport, to €20 per kilogram of gross  weight of missing or damaged goods, without exceeding, whatever the  weight, volume, dimensions, nature or value of the goods concerned, a  sum higher than the product of the gross weight of the consignment  expressed in tonnes multiplied by €5,000 with a maximum of €60,000 per  event. 
2. b) for events that occur during a logistic operation, to €20 per kilogram of  gross weight of missing or damaged goods, without exceeding whatever  the weight, volume, dimensions, nature or value of the goods concerned, a sum higher than €50,000 per event, subject to any provisions to the  contrary agreed between the parties.

6.3 OTHER DAMAGE:

For all other proven damage, including those  resulting from late delivery, the TLO could be held liable, for any reason,  the compensation due will be strictly limited and may not exceed the cost  of transport of the goods (excluding taxes, duties, miscellaneous and  additional costs) or the cost of the service that caused the damage, and  is the purpose of the contract.  

The compensation cannot exceed the limitations of liability applicable in  the event of TLO personal liability.  

64. CUSTOMS AND TAX LIABILITY: the TLO’s liability for any customs  tax or indirect tax operations, including any connected acts or  consultancy services, whether performed by itself or by its  subcontractors, cannot exceed €5,000 per customs declaration, limited to €50,000 per year of adjustment, and in any event to €100,000 per  notification of adjustment.

6.5. QUOTATIONS:
All quotations provided, all one-off price offers made,  and the general price lists are drawn up and/or published considering the  TLO’s limitations of liability. 

6.6. DECLARATION OF VALUE: 

The client is always entitled to make a  declaration of value, determined by the client and accepted by the TLO,  which replaces the compensation ceilings specified in the General Terms  of Sale. The declaration of value will result in an additional charge.  

The instructions must be repeated for each transaction.  

6.7. SPECIAL INTEREST IN THE DELIVERY:

The client is always  entitled to make a declaration of special interest in the delivery,  determined by the client and accepted by the TLO, which, in the event of  a delay, replaces the compensation ceilings specified above by the  amount declared.  

The declaration will result in an additional charge. The instructions must  be repeated for each operation.  

6.8. CYBER RISK EXCLUSION 

These General Terms of Sale exclude all liability regarding loss,  damages, costs or expenses of any type, resulting directly or indirectly  from a cyberattack or attempted cyberattack against the TLO or one of  its substitutes, whatever the origin and mainly if it prevents the TLO from  performing. In particular, the client declares that despite all precautions  that may have been taken by the TLO, electronic transmission of  information and documents may contain viruses or malicious intrusions  and that on this ground the TLO shall not be liable for any damaged  suffered.

Article 7 – TERMS OF PAYMENT  

7.1. Services are payable in full on receipt of the invoice, without  discount, at the place where the invoice is issued, unless time limits for  payment are specifically granted to the client by the TLO, which cannot  exceed in any case the time limits for payment stipulated by Articles L  441-10 et seq. of the French Commercial Code. The client is always  responsible for payment. Pursuant to Article 1344 of the French Civil  Code, the debtor is deemed to have been given formal notice to pay by  the sole effect of the debt becoming due and payable. 

7.2. It is forbidden to unilaterally offset the cost of alleged damage against  the price due to the TLO for the services.  

7.3. Any late payment will automatically result in interest on arrears due  from the day following the payment date indicated on the invoice, for an  amount equivalent to the interest rate applied by the European Central  Bank (ECB) to its most recent refinancing operation increased by 10  percentage points as defined in Article L 441-10 II of the French  Commercial Code, as well as lump-sum compensation of €40 for  recovery costs in accordance with Article D.441-5 of the French  Commercial Code for each unpaid service, without prejudice to any  compensation due under ordinary law, for any other damage resulting  directly from the delay. 

Any late payment will result, without formalities, in the acceleration of  payment of all other receivables held by the TLO which will become  immediately payable even in the event of acceptance of bills.  Any late payment will entitle the TLO, if it sees fit, to modify the time limits  for payment specifically granted to the client.  

7.4. Any partial payments will first be deducted from the subordinated  part of the debt.

Article 8 – CONTRACTUAL RIGHT OF RETENTION AND OF LIEN 

Regardless of the capacity in which the TLO intervenes, the client  expressly acknowledges that the TLO has a contractual right of retention  (droit de retention) enforceable upon all third parties and a right of lien  (droit de gage) for all of the goods, assets and documents in the  possession of the transport operator, as a guarantee for all of the  receivables held against it by the TLO, even those that are prior to or separate from the operations carried out for the goods, assets and  documents actually in its possession.

Article 9 – STATUTE OF LIMITATIONS  

Any legal proceedings that may result from the contract entered into between the parties, whether for primary or ancillary services, must be  instituted within one year of performance of the disputed service under  the aforesaid contract, and for taxes and duties collected afterwards,  within one year of notice of the adjustment by the relevant administration.  The client undertakes to cooperate with the TLO in good faith and inform,  forthwith from the date on which it has been informed, of all notifications,  observations, infractions, assessment results, adjustments, assessment  notices and, generally, all claims sent to it by third parties or  administrations or relevant authority in relation to the performance of  services, failing which it shall bear, solely, the consequences of such  claims  

In any events, any claim made against the TLO shall be limited by the  applicable customs and tax law statutes of limitations.

Article 10 – DURATION OF THE CONTRACT AND TERMINATION 

10.1. In the event of an established commercial relationship, each party  can terminate the relationship at any time by sending a registered letter  with acknowledgement of receipt provided that the following notice  periods are respected: 

▪ One (1) month if the relationship has lasted for less than or equal  to six (6) months ; 

▪ Two (2) months if the relationship has lasted for more than six  (6) months and less than one (1) year; 

▪ Three (3) months if the relationship has lasted for more than one  (1) year, with a further one (1) month for each year of the  relationship above two (2) years, without being able to exceed a  period of six (6) months. 

10.2. The parties undertake to maintain the economics of the contract  during the period of notice. 

10.3. In the event of proven serious or repeated breaches, by one of the  parties, of its commitments and obligations, the other party must send it  motivated formal notice to comply by registered letter with  acknowledgement of receipt.  

If this remains ineffective for a period of fifteen days, during which the  parties can attempt to find a solution, the party who took the initiative to  send the formal notice can terminate the contract without notice or  compensation, by registered letter with acknowledgement of receipt  noting the failure of the attempted negotiations. 

10.4 All of the invoices issued by the TLO and the removal costs agreed  by the Parties will be due at the latest on the last day of the contract, and  in any case before any return of the goods if the moving of the stock is  organised before that date. Return of the goods depends on actual  payment of all the aforementioned invoices and costs.

Article 11 – CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA 

11.1 CONFIDENTIALITY: the client and the TLO undertake to treat as  confidential all the information that they give each other in any form  whatsoever. 

This confidentiality obligation remains in force for two (2) years after the  end of the commercial relationship between the client and the TLO.

11.2 PROTECTION OF PERSONAL DATA: as defined in 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 TLO acts in the capacity of Processor on  the documented instructions of the client, which acts in the capacity of  Data Controller. 

The client and the TLO undertake to (i) implement reasonable and  appropriate technical and organisational means to protect the security of  the personal data likely to be exchanged in connection with their  commercial relationship, and (ii) enable the Data Subjects to exercise  their rights, in particular their rights of access, rectification and erasure.  These rights can be exercised by making a written request to the TLO,  indicating the data and/or processing concerned by the request, at the  following email address: dpo@dimotrans-group.com 

It is specified that the TLO may be required to subcontract all or part of  the security of the personal data, which the client authorises. The TLO is likely to transfer the personal data to its subsidiaries located  within and/or outside the European Union. By transmitting any personal  data to the TLO, the client is informed that the TLO is authorised to use  these data to enable it to carry out the services, in particular for customs  clearance in the event of international transport.

Article 12 – COMPLIANCE 

12.1. The client and the TLO declare and guarantee that they will carry  out all their activities in connection herewith in accordance with all  applicable Laws. 

The term “Laws” means, but is not limited to, the local and national laws,  the rules and regulations, and the treaties applicable, and in particular,  

where appropriate, the Foreign Corrupt Practices Act of 1977, the UK  Bribery Act 2010, the SAPIN II law, and any amendments of these  provisions, the commercial restrictions (as regards customs, export and  import controls, sanctions and embargoes) including in particular those  decreed by France, the European Union and the United States, and all  other legal obligations relating to any of the activities of the client and the  TLO, including, but not limited to, the legal obligations applicable as  regards tax, safety of products and/or consumers, protection of human  rights, employees and the environment. 

12.2. The Parties undertake, on one hand, to inform each other without  delay of any element bought to its attention and which may entail liability  under the grounds of this article and, on the other hand, provide any  assistance necessary to replying to any legally authorised authorities in  relation to anti-corruption regulations.  

12.3. Any failure of the client to respect the dispositions of this article shall  be considered as a serious breach of contract authorising the TLO to  terminate the relationship, without notice or compensation of any type.  12.4. The client expressly declares that it is not the subject of any national  European or international sanction.  

Article 13 – CANCELLATION – INVALIDITY  

If any of the provisions of the General Terms of Sale is declared invalid  or deemed unwritten, all of the other provisions will remain in force.  

Article 14 – ALLOCATION OF JURISDICTION  

In the event of a dispute, French law will apply and only the Courts of  LYON will have jurisdiction, even in the event of multiple defendants or  third-party proceedings.

These General Terms of Sale replace those published on May 2022  and enter into force on January 1, 2023 (January first two thousand and  twenty three).