ARTICLE 1 – GENERAL PROVISIONS

Legal notice: KALTRUCKS FRANCE société par actions simplifiée (simplified joint stock company) with a share capital of €9,000, whose head office is located at 788 chemin Rodat Caronnes – 83670 Tavernes France, registered with the Draguignan Trade and Companies Register under number 803 023 548, represented by Mr Tomasz PAWLAK acting and having the necessary powers as President (hereinafter “KALTRUCKS FRANCE”).

The client declares that he is a professional acting exclusively for the needs of his business. Except in the case of an express legal extension, he/she cannot claim the status of a private individual consumer.

The customer hereby declares that prior to ordering the Services, he/she has verified the suitability of the Services offered by KALTRUCKS FRANCE, which he/she deems to be adapted to his/her needs, and that he/she has received from KALTRUCKS FRANCE all the information and advice he/she required to place an order and to adhere to these General Conditions, and that consequently he/she waives any dispute on this point.

ARTICLE 2 – PURPOSE AND SCOPE

The purpose of the present conditions is to define the terms and conditions of performance by KALTRUCKS FRANCE, in whatever capacity (air freight agent, shipping agent, freight forwarder, forwarding agent, carrier, warehouseman, handler, etc….), of activities and services relating to the physical movement of shipments and/or the management of the flow of goods, packaged or not, of all kinds, from all sources, for all destinations, at a freely agreed price ensuring fair remuneration for services rendered, both domestically and internationally.

Any commitment or operation whatsoever with KALTRUCKS FRANCE implies acceptance, without reservation, by the client of the conditions hereinafter defined.

Whatever the transport technique used, the present conditions govern the relationship between the client and KALTRUCKS FRANCE.

KALTRUCKS FRANCE performs the services requested under the conditions set out below.

No special conditions or other general conditions emanating from the client may, unless formally accepted by KALTRUCKS FRANCE, prevail over the present conditions.

KALTRUCKS FRANCE refuses to accept goods which are likely to cause damage to persons, equipment, the environment or other goods transported, and those which represent risks for transport which it considers unacceptable, and in particular all goods listed below, without this list being limitative:

1) Jewelry, timepieces made even partially of precious metals, pearls, precious and semi-precious stones, goldsmiths’ and silversmiths’ wares, coins, gold or silver ingots, coins, powdered cyanide or residue, or any other mineral form, platinum and other precious metals, means of payment, banknotes, checks, bank cards, currency, shares, bonds, coupons, luncheon vouchers, vacation vouchers, gift vouchers, active telephone cards, discount vouchers, securities of any kind, coins of any state, revenue stamps, postage stamps, lottery and PMU tickets, responses to invitations to tender or pre-qualification files for the award of contracts;

2) Photographs, negatives, plans, tracings, disks, magnetic tapes of which the customer has not previously kept a duplicate in order to be able to reconstitute or recompose (KALTRUCKS FRANCE cannot be held responsible for the impossibility of reconstitution or for delays in reconstituting the shipment), identity documents, visas, residence permits, vehicle registration documents;

3) Furs, objects of art, sculpture or painting, antiques, paintings, curiosities or collectors’ items, documents and samples whose market or conventional value is out of all proportion to their intrinsic value;

4) Plants, living or dead beings, human remains, funerary urns, perishable foodstuffs and products (excluding medical products);

5) Firearms, pornographic literature and material, alcohol, tobacco, narcotics, products not authorized for import into the country of destination;

6) Goods classified as dangerous under current conventions, laws or regulations, and in particular those meeting the criteria and requirements of the ADR (amended order of June 1, 2001) and ICAO-IATA, i.e. :

Class 1: Explosive materials and articles

Class 2: Gases

Class 3: Flammable liquids

Class 4.1: Flammable solids

Class 4.2: Substances liable to spontaneous combustion

Class 4.3: Substances which, in contact with water, emit flammable gases

Class 5.1: Oxidizing substances

Class 5.2: Organic peroxides

Class 6.1: Toxic substances

Class 6.2: Infectious substances

Class 7: Radioactive materials

Class 8: Corrosive materials

Class 9: Miscellaneous dangerous substances and articles

7) Substances and preparations which are harmful, irritating, sensitizing, carcinogenic, mutagenic, toxic for reproduction or dangerous for the environment.

If a client wishes to entrust a product belonging to one of the above-mentioned categories, he must inform KALTRUCKS FRANCE in writing so that a specific contract can be agreed between the parties.

If a customer entrusts such items to KALTRUCKS FRANCE without prior notice, the customer shall indemnify KALTRUCKS FRANCE for all claims, damages, interest and costs resulting therefrom, and KALTRUCKS FRANCE shall have the right to dispose of such items in any manner it deems appropriate, including the right to immediately discontinue delivery thereof.

The “Parties” refer to both KALTRUCKS FRANCE and the ordering party.

ARTICLE 3 – ORDERING

The list of services offered by KALTRUCKS FRANCE is available on request from KALTRUCKS FRANCE. Following a request, KALTRUCKS FRANCE will send a quotation to the customer identifying the details of the services required, the corresponding price and, if applicable, any deviating conditions requested by the Parties.

The contract is concluded upon acceptance of the quotation by the customer.

ARTICLE 4 – ORDER MODIFICATION AND CANCELLATION

Once accepted and subject to the provisions of Article 5, the Order may not be modified without the express written agreement of both Parties.

Any request to modify an order must be addressed to KALTRUCKS FRANCE. KALTRUCKS FRANCE will study the customer’s request and will issue, if necessary, a modifying quotation identifying in particular the new scope of the desired services as well as the new applicable pricing conditions.

The initial order will only be modified once the customer has accepted the amended quotation issued by KALTRUCKS FRANCE.

The client may cancel an order subject to 3 working days’ notice for standard shipments, and 6 working days’ notice for category 1 and 2 exceptional shipments. For category 3 exceptional shipments, see below.

In the event of failure to meet these deadlines, postponement or cancellation charges are estimated as follows:

Cancellation / postponement fees:

Standard Transport

2 working days before loading date : 50% of transport rates ;

1 working day before loading date : 100% of transport rates ;

Category 1 & 2

5 working days before loading date : 25% of transport rates ;

2 working days before loading date : 50% of transport rates ;

1 working day before loading date : 100% of transport rates ;

Catégory 3      

After order, 20% of the transport rates ;

7 working days before loading date : 50% of transport rates 

2 woking days before loading date : 100% of transport rates 

In any event, and even if the aforementioned deadlines are met, KALTRUCKS FRANCE will be entitled to invoice the customer for all costs (plus 10% for penalties and care) incurred by KALTRUCKS FRANCE for the cancelled service.

Any postponement of an operation resulting from a failure on the part of the client (unavailability, inaccessibility, etc.) will expose the client to the payment of a penalty equal to the aforementioned cancellation costs.

ARTICLE 5 – PRICES OF SERVICES

5.1 – Prices are calculated on the basis of information provided by the customer, 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 currency rates and the price of the propulsion energy product at the time the quotation is given. They are also based on the conditions and rates of substitutes, as well as applicable laws, regulations and international conventions. If one or more of these basic elements, including the price of the propulsion energy product, were to be modified after the quotation was given, including by KALTRUCKS FRANCE’s substitutes, in a manner opposable to the latter, and upon proof provided by the latter, the prices initially given would be modified in proportion to the modification noted. The same would apply in the event of an unforeseen event, whatever it may be, leading in particular to a modification of one of the elements of the service.

5.2 – Prices do not include duties, taxes, fees and levies due in application of any regulations, particularly fiscal or customs regulations.

5.3 – Prices initially agreed may be renegotiated at least once a year.

ARTICLE 6 – TERMS OF PAYMENT

6.1 – KALTRUCKS FRANCE will issue and send invoices to the customer at a frequency initially agreed with the customer.

Services are payable within a period not exceeding thirty (30) days from the date of issue, in accordance with article L.441-11 of the French Commercial Code. The customer is always responsible for payment. In accordance with article 1344 of the French Civil Code, the debtor is deemed to have been given notice to pay by the mere fact that the obligation is due.

6.2 – The unilateral compensation of the amount of the alleged damages on the price of the services due to KALTRUCKS FRANCE is strictly forbidden.

6.3 – Any delay in payment automatically entails the application of an interest rate in accordance with article L 441-10 of the French Commercial Code:

3 x legal interest rate + 10% surcharge + flat-rate penalty of EUR 40 per invoice.

Late payment penalties are payable without the need for a reminder.

6.4 – Any partial payment will be charged first to the non-privileged part of the debt.

6.5 – In the event of an agreed payment term, failure to meet a due date will automatically and without formality result in forfeiture of the term, unless proof of force majeure is provided.

ARTICLE 7 – INSURANCE OF GOODS

7.1 – It is the customer’s responsibility to insure the goods in order to be fully compensated in the event of a claim or dispute, taking into account any applicable legal or contractual limitations of liability.

7.2 – No goods insurance is taken out by KALTRUCKS FRANCE without a written order from the customer specific to each shipment, specifying the risks to be covered and the values to be guaranteed. As KALTRUCKS FRANCE acts as a simple service provider, KALTRUCKS FRANCE can under no circumstances be considered as an insurer.

When such an order to insure goods is given, KALTRUCKS FRANCE, acting on behalf of the principal, takes out insurance with an insurance company known to be solvent at the time of coverage. In the absence of precise specification, only ordinary risks will be insured. KALTRUCKS FRANCE declines all responsibility in the event of the insurance failing to cover a claim or dispute which has not been specifically covered by the principal. KALTRUCKS FRANCE will indicate the name of the insurance company to the customer and will send him, at his request, the insurance certificate.

ARTICLE 8 – PERFORMANCE OF SERVICES

8.1 – The departure and arrival dates of the goods and/or the dates announced for the performance of the services, whether or not they are linked to physical flows, which may be communicated by KALTRUCKS FRANCE, are given purely as an indication and cannot in any case engage its personal responsibility or that of a guarantor.

8.2 – The customer is obliged to provide KALTRUCKS FRANCE with the necessary and precise instructions, information and documents in good time for the execution of transport services and ancillary services and/or logistics services. By way of example, the customer must communicate in due time all precautions specific to the handling of the goods entrusted to him (e.g.: parcel plan, pick-up point, center of gravity, necessary handling equipment, etc.). KALTRUCKS FRANCE shall not be held responsible for any delay or non-performance resulting from a lack of information on the part of the customer. Unless otherwise specified in writing by the customer, centers of gravity are considered to be centered on length, width and height. The customer undertakes to ensure that each parcel has sufficient and correctly positioned lashing points. The client undertakes to communicate the dimensions in the following format: “Length x Width x Height x Weight” and must indicate the unit used.

8.3 – KALTRUCKS FRANCE does not have to check the documents provided by the customer. It is the customer’s responsibility to provide accurate, complete and precise information.

8.4 – If KALTRUCKS FRANCE incurs costs in the interest of the goods, to prevent or limit damage, the customer undertakes to compensate KALTRUCKS FRANCE in full. Likewise, the costs paid by KALTRUCKS FRANCE on behalf of the goods – demurrage, detentions and all advances of costs which were unknown at the time of quotation – shall be borne by the ordering party. In the event of non-receipt of the goods by the consignee for any reason whatsoever, the costs resulting therefrom, directly and/or indirectly, shall be borne in full by the ordering party.

8.5 – Within the framework of its mission, KALTRUCKS FRANCE is only bound by an obligation of general and summary verification of the goods entrusted to it. In the absence of damage to the packaging of a product, KALTRUCKS FRANCE cannot be blamed for not having expressed a reservation nor for not having carried out a more thorough check. KALTRUCKS FRANCE cannot be held responsible for any damage to the merchandise if a general and summary verification did not allow it to be suspected.

8.6 – For exceptional or special transport (transport in tanks, transport of indivisible objects, transport of temperature-controlled goods, transport of vehicles, transport of goods subject to special regulations, etc.), the customer shall transmit the requirements and specificities of the goods concerned. KALTRUCKS FRANCE will adapt the means of transport on the basis of the information communicated. KALTRUCKS FRANCE cannot be held responsible for any unsuitability of the means of transport for the goods resulting directly or indirectly from a lack of information from the customer. The customer also undertakes to provide KALTRUCKS FRANCE with all authorizations required for transport.

8.7 – The use of equipment provided by KALTRUCKS FRANCE on the premises of the principal, the consignee or its representative must only be used by persons authorized to handle this type of equipment and must be used exclusively for loading and unloading KALTRUCKS FRANCE vehicles.

8.8 – In the event that the vehicle is moved within the premises of the principal, the consignee or his representative by personnel other than KALTRUCKS FRANCE, the principal, the consignee or his representative shall be personally responsible for any direct or indirect damage or consequences resulting therefrom, as well as for the goods loaded in the vehicle, which shall remain under his responsibility until the goods are handed over to the KALTRUCKS FRANCE employee. The principal, the consignee or his representative must, for this purpose, take out the corresponding insurance and be able to justify this at the first request of KALTRUCKS FRANCE.

8.9 – Load carriers (bins, pallets, rolls, etc.) used for transport are an integral part of the shipment. Their weight is included in the declared gross weight of the shipment. They do not entitle KALTRUCKS FRANCE to any deposit, rental or deduction from the transport price. Within the framework of the transport contract, KALTRUCKS FRANCE does not exchange, supply or rent load supports. Any other arrangement is subject to an additional service and specific remuneration agreed between the parties. Return transport of empty returnable load carriers is covered by a separate transport contract, and is therefore invoiced in the same way as the initial transport.

8.10 – Loading, chocking and securing, on the one hand, and unloading, on the other, are the responsibility of the customer or the consignee respectively, irrespective of the weight of the goods. Loading must allow normal air circulation. Responsibility for material damage occurring during or resulting from these operations lies with the person carrying them out.

KALTRUCKS FRANCE provides the customer with the necessary information for a balanced distribution of the goods to ensure the vehicle’s stability and compliance with the maximum axle load.

KALTRUCKS FRANCE checks that loading, securing or lashing do not compromise the safety of the vehicle. If this is not the case, KALTRUCKS FRANCE requests that they be redone in satisfactory conditions, or refuses to accept the goods. Prior to departure, the shipper shall carry out an external inspection of the load to ensure that the goods are in good condition.

KALTRUCKS FRANCE is exonerated from liability resulting from loss of or damage to the goods during transport if it establishes that the damage is due to a non-apparent defect in loading, wedging, stowage or an apparent defect.

The unloading of the goods is carried out by the consignee under his own responsibility.

8.11 – Delivery is made to the person designated as the consignee on the transport document, or to his representative. As soon as this person has taken possession of the shipment, he/she discharges KALTRUCKS FRANCE by signing the transport document. The signature of the consignee or his representative is proof of delivery and acceptance of the shipment; it is accompanied, as the case may be, by the name of the signatory, the date and time of delivery, and the commercial stamp of the establishment. KALTRUCKS FRANCE shall not be held liable for failure to provide the consignee with the documents accompanying the goods.

Any delivery made in the absence of the principal, the consignee or his representative and at his request, is made under his full responsibility, and is presumed to be compliant.

Consultation of signed receipts is possible on request to KALTRUCKS FRANCE.

ARTICLE 9 – CUSTOMER’S OBLIGATIONS

9.1 – PACKAGING : The customer is solely responsible for the choice of packaging and must ensure that the goods are identified, packaged, wrapped, marked or countermarked, in accordance with the rules of the mode of transport used and in such a way as to withstand transport and/or loading/unloading and/or storage operations carried out under normal conditions (particularly ground storage), as well as the successive handling operations which necessarily occur during the course of these operations. It must not constitute a cause of danger for the service provider’s personnel and/or its substitutes, the environment, the safety of transport equipment, other goods transported or stored, vehicles or third parties.

9.2 – LABELLING: Each package, object or load carrier must be clearly labeled to enable immediate and unequivocal identification of the sender, recipient, place of delivery and nature of the goods. Labeling must comply with all applicable regulations, in particular those relating to hazardous products and materials.

9.3 – SEALING : Once loading operations have been completed, trucks, semi-trailers, swap bodies and full containers are sealed by the loader himself or by his representative. Any deviation from the present paragraph must be the subject of a prior written request to KALTRUCKS FRANCE and will be invoiced separately.

9.4 – STOWAGE/SECURING/SEIZING : When the goods are stuffed into containers and/or loaded onto transport equipment under the responsibility of the customer, stowage, wedging and lashing must be carried out in accordance with the rules of the art so as to withstand the risks of transport and, in particular, the various load breaks. When the goods are stuffed into containers and/or loaded onto transport equipment for which KALTRUCKS FRANCE is responsible, the customer undertakes to inform KALTRUCKS FRANCE in advance and in writing of any instructions or precautions to be taken when handling the goods.

9.5 – LIABILITY: The customer shall be solely liable for all consequences of the absence, inadequacy, defect or unsuitability of the packaging, wrapping, marking or labeling, stowage, securing and wedging of the goods.

9.6 – INFORMATION OBLIGATIONS

9.6.1 – The customer is responsible for all the consequences of failing to inform and declare the exact nature and specificity of the goods. This obligation to declare must comply with the special provisions relating to the value of the merchandise and/or the covetousness it is likely to arouse, its dangerousness or fragility. The customer undertakes to inform KALTRUCKS FRANCE in writing of the nature of the goods before handing over the goods to KALTRUCKS FRANCE and in particular of their regulated nature or their potentially dangerous nature. The customer undertakes to provide any safety data sheets.

9.6.2 – This obligation to provide information also applies to the declaration of the verified gross mass of a container in accordance with the SOLAS Convention. The customer will be solely responsible for all the direct and indirect consequences of a difference between the weights declared and the actual weights of the goods. Unless expressly requested otherwise separate invoicing, KALTRUCKS FRANCE will not weigh the goods entrusted to it and will rely solely on the data communicated by the client. Furthermore, the customer expressly undertakes not to hand over to KALTRUCKS FRANCE and/or its substitutes any goods that are illegal, prohibited, subject to a traffic ban or restriction and/or involving the transport of stowaways. The customer shall bear alone, without recourse against KALTRUCKS FRANCE, 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, in particular for the transport of goods from or to third countries. These declaration requirements apply irrespective of the physical or electronic medium used. They also apply to communications and data of all kinds provided by the customer to perform the agreed service.

9.7 – RESERVES: 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 precise and reasoned reservations within the legal time limits and, in general, to carry out all acts useful for the preservation of recourse. It is the responsibility of the merchandise interests to confirm said reservations in the forms and within the legal time limits, failing which no action may be brought against KALTRUCKS FRANCE or its substitutes.

9. 8 – CUSTOMS, HEALTH, TAX AND/OR EXCISE FORMALITIES AND COMPLIANCE WITH EXPORT AND IMPORT CONTROL REGULATIONS : Unless expressly stated otherwise in writing, and regardless of the manner in which the services ordered by the customer are carried out, KALTRUCKS FRANCE carries out customs formalities and all related acts in the name and on behalf of the customer, in connection with the physical movement and/or documentary operations of the goods, within the framework of direct representation, in accordance with Article 18 of the European Union Customs Code, even in the absence of an express mandate. The customer guarantees that all parties involved in the operations entrusted to KALTRUCKS FRANCE and all transactions relating to the goods are authorized by the competent authorities under the laws and regulations governing customs and the control of exports and imports. The customer is obliged to provide KALTRUCKS FRANCE as soon as possible with all the information and documents necessary for the performance of the services, in particular, and without this list being limitative, the information relating to the choice of customs regime, the customs origin, the customs value, the tariff classification of the goods as well as any monitoring document or document required under a specific regulation concerning the goods imported, exported or placed under a specific customs or tax regime.

With regard to storage services provided by KALTRUCKS FRANCE, the customer is also required to provide all information and documents necessary to establish the origin, nature, quantity, possession and ownership of the goods stored on his behalf by KALTRUCKS FRANCE, which the latter may be obliged to communicate to the tax authorities at the latter’s request. The customer remains solely responsible for the implementation of tax regulations and the control of exports and imports. The customer undertakes to ensure that all information and documents communicated to KALTRUCKS FRANCE are accurate, complete, valid and authentic.

The customer remains responsible for all customs, sanitary, tax and excise operations carried out in his name and on his behalf. He is the sole debtor for any resulting debt. Furthermore, the customer guarantees the customs representative against all financial consequences arising from his negligence and/or instructions and/or information and/or documents which are erroneous, incomplete, inapplicable or supplied late, generally resulting in the assessment of additional duties and/or taxes, fines, penalties, late payment interest, additional costs issued by the administration concerned, or the blocking or seizure of goods by the administration concerned, without this list being limitative.

9.9 – COD DELIVERY: The stipulation of COD delivery does not constitute a declaration of value and therefore does not modify the rules governing compensation for loss and damage as defined by law and by these general terms and conditions.

9.10. – REFUSAL OR FAILURE OF THE RECIPIENT: In the event of refusal of the goods by the consignee, or in the event of failure of the consignee for any reason whatsoever, all initial and additional costs due and incurred on behalf of the goods will remain the responsibility of the customer. The customer undertakes to ensure that the loading and/or unloading areas are accessible to KALTRUCKS FRANCE vehicles.

ARTICLE 10 – LIABILITY

Unless expressly stated otherwise, KALTRUCKS FRANCE is bound by an obligation of means.

In the event of proven, direct and foreseeable prejudice attributable to KALTRUCKS FRANCE, the latter is only liable for damages which 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 contractual non-performance within the meaning of articles 1231-3 and 1231-4 of the Civil Code. Under no circumstances may such damages exceed the amounts stipulated in the present terms and conditions.

10.1 – SUBSTITUTE LIABILITY: KALTRUCKS FRANCE’s liability is limited to that incurred by its substitutes (carrier, handler, forwarding agent, commission agent, registered customs representative, intermediary, warehouseman or any other service provider for whom it owes a guarantee) in the context of the operation entrusted to it. When the limits of indemnification of substitutes are unknown, non-existent or do not result from imperative legal or regulatory provisions, they are deemed to be identical to those relating to the personal liability of KALTRUCKS FRANCE.

10. 2 – PERSONAL LIABILITY OF KALTRUCKS FRANCE : Except in the case where KALTRUCKS FRANCE acts as carrier and is, as such, subject to the limitations of the standard contracts applicable to national transport and to that of the Geneva Convention of May 19, 1956 known as “CMR” in international transport, in the event of loss or damage, the compensation due by KALTRUCKS FRANCE is strictly limited 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 greater than the product of the gross weight of the goods expressed in tons multiplied by 5000€, with a maximum of 60 000€ per event.

10.3 – OTHER DAMAGES: For all other proven damages, including late delivery, for which KALTRUCKS FRANCE may be held liable in any way whatsoever, the compensation due by KALTRUCKS FRANCE is strictly limited and may not under any circumstances dépasser le prix de la prestation prévue au contrat (droits, taxes et frais divers exclus). Cette indemnité ne may exceed the limits of KALTRUCKS FRANCE’s liability in the event of personal liability.

10.4 – QUOTATIONS: All quotations given, all specific price offers provided, as well as general rates are established and/or published taking into account the limitations of liability of KALTRUCKS FRANCE.

10.5 – DECLARATION OF VALUE OR INSURANCE: The client always has the option of subscribing to a declaration of value which, if fixed by the client and expressly accepted by KALTRUCKS FRANCE, has the effect of substituting the amount of this declaration for the indemnity ceilings indicated in the present general conditions. This declaration of value will entail a price supplement. Instructions must be renewed for each operation.

10.6 – SPECIAL INTEREST IN DELIVERY: The customer always has the option of making a declaration of special interest in delivery which, set by him and expressly accepted by KALTRUCKS FRANCE, has the effect, in the event of delay, of substituting the amount of this declaration for the indemnity ceilings. This declaration will lead to a price supplement. Instructions must be renewed for each operation.

10.7 – CYBERISKS EXCLUSION CLAUSE: The present general conditions exclude any loss, damage, liability, costs or expenses of any nature whatsoever resulting, directly or indirectly, from a cyber attack or attempted cyber attack against KALTRUCKS FRANCE or its substitutes, whatever the source, and in particular if this prevents it from performing its services.

The customer acknowledges in particular, despite all precautions that may be taken by KALTRUCKS FRANCE, that electronic transmissions of information and data may carry viruses or malicious intrusions and that in this respect, KALTRUCKS FRANCE may not be held liable in the event of prejudice suffered.

ARTICLE 11 – CONTRACTUAL RIGHT OF RETENTION AND CONTRACTUAL RIGHT OF PLEDGE

Regardless of the capacity in which KALTRUCKS FRANCE intervenes, the customer expressly recognizes a conventional right of retention, enforceable against all, and a conventional right of pledge on all goods, values and documents in the possession of KALTRUCKS FRANCE, as a guarantee for all claims that KALTRUCKS FRANCE holds against it, even prior to or unrelated to the operations carried out for the goods, values and documents actually in its hands.

ARTICLE 12 – LIMITATION PERIOD

All actions to which the contract concluded between the Parties may give rise, whether for the main or accessory services to an action against KALTRUCKS FRANCE, are time-barred within a period of one year from the execution of the disputed service of the said contract and, as regards duties and taxes recovered a posteriori, from the communication made to the debtor of the amount of these duties and taxes by the administration concerned.

ARTICLE 13 – DURATION OF CONTRACT AND TERMINATION

13.1 – These General Terms and Conditions of Sale come into force on the day the Order is validated by the Customer and are applicable for the duration of the relationship agreed between the Customer and KALTRUCKS FRANCE at the time of the Order. In the absence of precision on this point, the duration of the relationship will be fixed at one (1) year and will be tacitly and automatically renewed by successive periods of one (1) year.

13.2 – At the end of the initial one-year period, either party may, without having to justify its decision, request termination of the Order by registered letter with acknowledgement of receipt. 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 compliance with 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 greater than six (6) months and less than or equal to one (1) year; then one additional month for each year of established commercial relationship.

13.3 – During the notice period, the Parties undertake to maintain the economy of the contract.

13.4 – In the event of a proven breach by one of the Parties of its commitments and obligations, the other Party may send it a formal notice, stating the reasons, by registered letter with acknowledgement of receipt. If this remains without effect for a period of fifteen (15) days, during which the Parties may attempt to reach an agreement, the Party initiating the formal notice may definitively terminate the contract, without notice or compensation, by registered letter with acknowledgement of receipt, noting the failure of the negotiation attempt. The party at the origin of the breach will remain free to obtain compensation for the prejudice caused by said breach.

13.5 – In the event of early termination of the Contract, the Ordering Party must recover, itself or through the intermediary of any agent appointed for this purpose, all goods entrusted to KALTRUCKS FRANCE within one month of the effective termination.

ARTICLE 14 – GENERAL DATA PROTECTION REGULATION COMPLIANCE CLAUSE

The Parties undertake to comply with French and European regulations relating to the protection of personal data. The Parties undertake to take all necessary measures to ensure that the collection and processing of personal data complies with the applicable texts. In this respect, each Party guarantees to respect the right of access, rectification, limitation, portability, deletion and opposition of personal data.

ARTICLE 15 – COMPLIANCE, SANCTIONS AND ANTI-CORRUPTION CLAUSE

The Parties shall comply with regulations relating to competition, financial transparency and the prevention of conflicts of interest and corruption.

15.1 – The Parties undertake, both for themselves and for their employees, to comply with all internal procedures, laws, regulations and applicable international and local standards relating to the fight against corruption and money laundering.

Each of the Parties warrants that neither it nor any of its employees has made or will make any offer, remuneration, payment or benefit of any kind whatsoever which constitutes or may constitute or facilitate an act or attempt of corruption.

15.2 – The Parties undertake, on the one hand, to inform each other without delay of any element that may come to their knowledge that may entail their liability under this article and, on the other hand, to provide any assistance necessary to respond to a request from a duly authorized authority relating to the fight against corruption.

15.3 – Any failure by the principal to comply with the stipulations of the present article shall be considered as a serious breach authorizing KALTRUCKS FRANCE to terminate their relationship without notice or compensation of any nature whatsoever.

15.4 – In the event that KALTRUCKS FRANCE is sanctioned by a national, European and/or international regulation, it cannot be held liable in the event that it is no longer able to fulfill its contractual obligations.

15.5 – The customer expressly declares that it is not subject to any national, European or international sanctions.

ARTICLE 16 – INTELLECTUAL PROPERTY

The commercial relationship between KALTRUCKS FRANCE and the client does not entail the transfer of any intellectual property rights.

Each Party therefore remains the owner of the rights relating to the proprietary technological elements and developments, know-how, software, technologies, brands, logos, images, photographs, texts, etc. of which it is the holder and which would be made available to the other Party within the framework of this Contract.

By way of derogation from the foregoing, the client authorizes KALTRUCKS FRANCE to cite it in its commercial documents. This reference may include the name and logo of the client as well as, where applicable, a testimonial published on KALTRUCKS FRANCE’s commercial documents.

ARTICLE 17 – FORCE MAJEURE

In the event of force majeure (defined according to the criteria adopted by French case law), neither Party may be held liable for the non-performance of its obligations.

The Party invoking a case of force majeure may suspend its obligations after having notified the other Party by registered letter with acknowledgement of receipt. The Party invoking the case of force majeure must be able to prove the said case.

In the event that the case of force majeure lasts more than one month from its notification in accordance with the preceding paragraph, each Party shall be able to terminate the Contract automatically and without compensation, subject to compliance with one month’s notice, by simple notification to the other Party, except in the case where the Parties have agreed on the extension of the Contract.

ARTICLE 18 – OTHERS

18.1 – WAIVER. The fact that KALTRUCKS FRANCE does not implement any clause established in its favor in these conditions, cannot be interpreted as a waiver on its part to rely on it.

18.2 – CORRESPONDENCE. Unless otherwise provided in these General Conditions, correspondence exchanged between the parties is provided by electronic mail. In application of articles 1316 et seq. of the Civil Code and, where applicable, article L.110-3 of the Commercial Code, the parties declare that the information delivered by electronic mail is authentic between the parties as long as no contradictorily authenticated and signed writing, calling into question this computerized information, is produced.

18.3 – MODIFICATION OF THE GENERAL TERMS AND CONDITIONS. The client is informed that these General Terms and Conditions may be subject to modifications at any time. KALTRUCKS FRANCE will notify the client of any modification of these General Terms and Conditions at least fifteen (15) days before they come into force. The client who refuses these modifications may either terminate the contract within a maximum period of one (1) month from the notification, or request that the old General Terms and Conditions remain applicable until the expiry of its Contract.

18.4 – ENTIRETY. The provisions of these General Terms and Conditions express the entirety of the agreement concluded between the Parties. They prevail over any proposal, commercial offer, exchange of letters prior to and subsequent to the conclusion of these General Terms and Conditions, as well as over any other provision appearing in the documents exchanged between the Parties and relating to the subject of the General Terms and Conditions, except for special conditions and amendments duly signed by the representatives of both Parties.

18.5 – NULLITY. If one or more provisions of the General Conditions are held to be invalid or declared as such pursuant to a law, regulation or following a final decision of a competent court, the other provisions shall retain their full force and scope.

18.6 – HEADINGS. The headings of the articles of the General Conditions are for the sole purpose of facilitating references and do not have, in themselves, any contractual value or particular meaning.

ARTICLE 19 – SETTLEMENT OF DISPUTES

19.1 – PRIOR MEDIATION

Before any legal action, particularly in the event of a breach of contract, the Parties are encouraged to attempt to resolve their disputes between them amicably by referring the matter to a mediator, at the initiative of the most diligent Party. The mediation costs will be borne equally by each Party.

19.2 – ATTRIBUTIVE JURISDICTION CLAUSE

Only the commercial court of Draguignan will be competent to settle any dispute between the Parties.

19.3 APPLICABLE LAW

The relationship between KALTRUCKS FRANCE and the client arising from this agreement is exclusively governed by French law.