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General conditions of sale
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General remarks:

In order to make a clear distinction between the parties GAMBA AND ROTA will be called "the Vendor", its co-contractor will be called the "Purchaser".

These general conditions of sale govern: the design, preparation, organization, sale and implementation of transport and logistics services and all other activities derived from them that are offered by the Vendor.

ARTICLE I – Application of the general conditions of sale, enforceability of the general conditions of sale.

These general conditions of sale constitute the basis for commercial negotiation and are always sent or handed to each Purchaser to enable them to place an order. As a consequence, unless specifically agreed in writing and accepted by the Vendor, the fact of placing an order implies full and unreserved acceptance by the Purchaser of these general terms of sale, to the exclusion of all other documents such as prospectuses or catalogues issued by the Vendor and which are provided for information purposes only.

The fact that the Vendor at a given moment does not act on one of these general conditions of sale cannot be interpreted as implying renunciation of the right to act on any of the aforesaid conditions at a later date.

In circumstances where they depart from the laws, conventions, specimen contracts or usage applicable to the public carriage of goods, these general conditions of sale have the status of "a general and permanent written agreement" within the meaning expressed by article 8 § II of the LOTI law (in the case of France).

ARTICLE 2 – Order, contract for service

In order to be valid, an order placed by a Purchaser must in particular specify the quantity and type of goods for which the service is required, the type of service requested, the price agreed, the terms of payment, the place and date of delivery or collection and more generally, any other information required for the successful provision of the service.

Orders are not considered final and binding on the Vendor, even when they are taken by the vendor's representatives or employees, until they have been confirmed in writing (post, fax, email) by the Vendor.

Except where there is special agreement, confirmation of the order implies acceptance on the part of the Purchaser of the Vendor's general conditions of sale, and recognition that the Purchaser fully understands them and renounces reliance on its own general conditions of purchase.

Where resources are lacking, the Vendor will respond to orders in the order of their arrival and according to its ability.

The benefit of the order is personal to the Purchaser and may not be transferred without the Vendor's specific agreement.

ARTICLE 3 – Loading / Unloading, Chocking and Securing

In the context of transport operations, except where there is a written agreement to the contrary in the form of a service ancillary to the transport, it should be remembered that in the case of loads of less than 3 tonnes, the haulage company is liable and that for loads of over 3 tonnes, the despatching company or the recipient is liable.

It is the order originator's responsibility to forward the "Safety Protocol" attached to loading / unloading operations.

ARTICLE 4 – Instructions, refusal of delivery

The customer alone is responsible for the information provided in the light of the declarations that must be made, the Vendor is not obliged to check it.

Where goods are refused by the recipient, as in the case of failure by the latter for whatever reason, the obligations in our regard will remain the responsibility of the order originator.

ARTICLE 5 – Changing the order

Requests to change or cancel an order made by the Purchaser can only be considered if they are sent in writing before the start of the service (implementation or receipt of resources before performance of the service).

Changes decided by the Purchaser between the time of the order and the time the service is performed must not be "abusive".

ARTICLE 6 – Price of the service

Services are provided at the price in force at the time the order is placed.

It should be remembered here that the price for the transport service is calculated on the basis of the information communicated by the customer, taking account, in particular, of the services to be provided and which are requested by the Purchaser, the type, weight and volume of the goods, the distance to be travelled, the resources to be implemented, the delivery deadlines, the traffic, cleaning, washing and disinfection instructions, ... as well as the quality level requested for the service. In accordance with the law of 05 January 2006, prices are indexed according to fuel prices; this indexation will be referred to clearly on the invoice.

Prices are expressed in euros, net excluding VAT. All taxes, duties and dues or other services that need to be paid/paid for in application of the regulations of the country where the service is performed will be the Purchaser's responsibility.

Prices shown on the order are only valid for a maximum period of 30 days except where an annual tariff has been agreed.

ARTICLE 7 – Obligation of the parties

In a general manner, the Vendor is obliged to perform the service covered by the order within the deadlines agreed.

The Vendor undertakes to provides services free from defects, corresponding to the specifications requested by the Purchaser.

The Vendor acknowledges that it is bound by a confidentiality undertaking concerning the existence of this agreement, information concerning contracts, strategies, projects and the Purchaser's customers.

The Purchaser makes it its personal business to obtain any permits required for the successful performance of the service ordered.

The Purchaser undertakes to settle invoices presented by the Vendor within the agreed deadline.

The Purchaser shall refrain from communicating to third-parties, including third-parties linked to it, any element that is part of the contract agreed with the Vendor, without the latter's prior agreement in writing.

ARTICLE 8 – Deadlines

Deadlines run from the day the Vendor accepts the order.

Deadlines are communicated by the Vendor as an indication only, they can be changed. Except where there is a specific special agreement, non-compliance with the deadlines given will not give rise to payment of damages to the Purchaser.

Any change to the order requested by the Purchaser may lead to a change in deadlines.

The Vendor is released as a matter of right from all liability with regard to deadlines in the following circumstances:

  • 1) The Purchaser does not respond within the time required to requests for additional information made by the Vendor –

  • 2) The service cannot be performed within the agreed deadlines due to the Purchaser or its customer's actions –

  • 3) Non-compliance by the Purchaser with the obligations for which it is responsible –

  • 4) Cases of force majeure.

The following events are deemed to be cases of "force majeure": war, riots, strikes and popular movements, fire, accidents of all sorts, shortcomings on the part of a supplier, actions of a third-party. In all cases deemed to be "force majeure", the Vendor will keep the purchaser informed in good time, of the situation, and any developments such that the Purchaser can implement alternative arrangements.

ARTICLE 9 – The Vendor's guarantees

Services provided by the Vendor are provided with all the care normally required of a competent professional. In case of failure on the Vendor's part in carrying out a task, the latter will repeat the task in respect of the work mutually recognized as being defective. The Vendor will not be liable in circumstances where the failure observed arises from: concepts or arrangements the Vendor has not prepared, inaccurate information provided by the Purchaser, intervention external to the Vendor.

ARTICLE 10 – Invoicing

As it is a matter of services for which a delivery note (waybill, CMR) is issued, a summary invoice will be prepared on a weekly basis.

ARTICLE 11 – Payment

Except where there is a special written agreement to the contrary,  in accordance with current legislation, invoices must be paid in cash by cheque without discount, and at the latest 30 (thirty) days as from the date the invoice is issued.

In the case of a deferred payment only settlement within the agreed term constitutes a payment within the meaning of this article, not the presentation of commercial paper or a cheque implying an obligation to pay.

In case of total or partial non-payment within the agreed term, the sums remaining due to the Vendor as a result of this order or other orders already performed or in the course of performance will become due as of right, after an official notification to pay is issued by the Vendor.

En cas de non paiement total ou partiel d'une échéance dans le délai convenu, les sommes restant dues au Vendeur en raison de cette commande ou d'autres commandes déjà exécutées ou en cours d'exécution deviendront de plein droit exigibles après simple mise en demeure de payer effectuée par le Vendeur.

Under no circumstances may the Purchaser, on the pretext of a dispute, retain all or part of the sums due to the Vendor, nor initiate a claim for any sort of compensation.

Any late payment will lead to the suspension of all current orders, without prejudice to any other procedures that may be available.

Any sum included in an invoice and not paid on the due date will lead, as of right, as of the day following the date of settlement shown on the aforesaid invoice, to penalties being applied of an amount equal to one and a half times the official interest rate, as of the day following the date of settlement shown on the invoice. The amount of this interest will as of right be imputable to any discounts, reductions or rebates granted by the Vendor.

The purchaser must reimburse all the costs incurred due to the disputed recovery of sums due, including fees due to legal officials.

IMPORTANT: The Vendor has a statutory right of distraint. Whatever the capacity in which the Vendor is operating, the Purchaser recognizes its statutory right of distraint giving it a right of retention and general and permanent preference over all the goods, materials and items of value and documents in our possession, acting as a guarantee against debts (invoices, interest, costs incurred, ...) that the Vendor holds against the Purchaser, even prior to, or having nothing to do with, operations carried out with regard to the aforesaid goods, items of value or documents.

Any deterioration in the Purchaser's creditworthiness may justify the Vendor requiring guarantees before performing the orders received. In addition, the Vendor reserves the right, at any time, according to the risks involved, to set a ceiling in respect of its commitments to the Purchaser. This will in particular be the case if a change, or if a transfer, hire, collateral security or contribution of goodwill has an unfavourable effect on the Purchaser's creditworthiness.

ARTICLE 12 – Liability, insurance

Except where there is a written agreement to the contrary, as of right, the Vendor's liability is strictly limited to the obligations stipulated in these general conditions of sale, to the regulations, contracts, agreements and practices that apply, to which the parties agree to refer. It should be remembered that as far as transport services are concerned, the Vendor and the Purchaser agree to refer to:

  • INTERNAL TRANSPORT: the specimen contract applicable to transport which concerning the "general goods" specimen contract sets the limit of liability per kilo gross weight of the load at: €23.00 / kg up to a limit of €750.00 / parcel (whatever the weight, volume, or dimensions – a pallet is equal to a parcel) for loads of less than 3 Tonnes and €14.00 / kg up to a limit of €2,300.00 / tonne for loads of over 3 Tonnes. IMPORTANT: the lower of these limits is the one that that applies.

  • INTERNATIONAL TRANSPORT: the Geneva Convention of 19 May 1956, known as "CMR", sets the limit of liability at 8.33 SDR (special drawing rights) per kilo gross weight missing or damaged.

The Purchaser has the option of asking the Vendor to subscribe to an "Excess Value" policy or to insure the goods on its behalf on an "Ad Valorem" basis. In order for this to be taken into account, a request should be made in writing before the start of the transport operation.

In the context of a delivery delay, except where the Purchaser makes a "Declaration of Special Interest on Delivery", the Vendor can incur no liability in excess of the cost of transport.

  • OTHER SERVICES: The Vendor acknowledges that is has taken out sufficient insurance to cover its activities and the liabilities that arise from it with reputable and financially sound insurance companies. The wording and terms of insurance can be consulted at the Vendor's registered offices, and an insurance certificate will be sent to the Purchaser on simple request.

As the cover provided by the insurers complies with the legal and regulatory obligations incumbent on the Vendor in terms of liabilities, the Vendor can incur no liability over and above the guarantees and amounts provided by the insurers.

The following is specified:

  • Under no circumstances can the Vendor be held liable if information provided to it by the Purchaser is incomplete or erroneous.

  • The Vendor should have access to all the information necessary for the successful performance of the service.

  • The Purchaser is obliged to provide safety instructions that apply to the service.

ARTICLE 13 – Complaints

The Purchaser must make any complaints by registered letter with acknowledgement of receipt sent within 24 (twenty four) hours following performance of the service to:

GAMBA ET ROTA - S.A.V - 2, rue des Varennes - 10140 VENDEUVRE SUR BARSE

ARTICLE 14 – Intellectual property

The Vendor retains full intellectual property rights over any studies, projects, quotations, plans and calculations provided for the Purchaser. Communicating them to a third-party without the Vendor's specific agreement in writing is prohibited and can be sanctioned by damages payable to the Vendor. If they are not followed by an order, the Purchaser undertakes to return them to the Vendor.

ARTICLE 15 – Competence, disputes

These General Conditions of Sale are governed by French law.

Should a difference arise regarding the interpretation or performance of the agreements contained therein, before initiating proceedings, the parties should seek to reach an amicable agreement and provide each other with all the necessary information.

Failing an amicable agreement, disputes that may arise from the performance of these General Conditions of Sale come under the competence of the TROYES (10 AUBE) Commercial Court alone, at which the parties declare that they elect domicile and this even in the case of a plurality of defendants or a third-party complaint.