VECTORYS France
Registered office: ZI La Palun BP 129 – 13722 Marignane Cedex
Tel: 04 42 75 68 68 – Fax: 04 42 75 68 80
Simplified joint-stock company (SAS) with a capital of 1,008.00 Euros
Siret 108 079 036 00013 – Trade and Companies Register (RCS) of Aix-en-Provence
EORI: FFR 408 079 036 00013
Customs approval No. 53 91 /AEO FULL approval No. FR00000583
Article 1 – PURPOSE AND SCOPE OF APPLICATION
The purpose of these general terms and conditions is to govern the contractual relations between an ordering customer and the company VECTORYS, in respect of any commitment or operation whatsoever in connection with the physical movement, by any mode of transport, and/or the physical or legal management of stocks and flows of any goods, packaged or otherwise, from any source and for any destination and/or in connection with the management of any materialised or dematerialised flow of information.
The definitions of the terms and concepts used in these general terms and conditions are those of standard contracts in force.
These general terms and conditions prevail over all other general or specific conditions emanating from the Customer.
In the case of specific terms and conditions agreed with the ordering customer, and in the silence of the latter, the general terms and conditions continue to apply.
These general terms and conditions cancel and supersede all prior versions.
Shipping operations are governed by the conditions on the back of the bills of lading issued by VECTORYS, and in the event of the latter’s silence, by these general terms and conditions.
Article 2 – TRANSPORTED GOODS
2.1. Excluded goods
The following are excluded from the services offered by VECTORYS: dead or live animals, unless otherwise provided for by the regulations in force, and animal by-products and products derived from animal by-products in accordance with EC Regulation No.1069/2009 of 2 October 2009; plants; living beings/ashes or funerary remains and more generally any goods likely to undermine human dignity, integrity or respect for the human body; high-value objects (jewellery, horological articles composed even partially of precious metals, pearls, precious and semi-precious stones, silverware, coins, gold, silver, platinum and other valuable metals in ingot, currency, husk, powder, cyanide or residue, or any other mineral form, banknotes, currencies, stocks, bonds, coupons, and in general any security or medium for making a fungible payment, shares and securities of any kind, including restaurant vouchers and gift vouchers, coins of any state); paintings; works of art and antiques; dangerous goods, materials or objects (such as explosives, ammunition, gases, solid and liquid flammable materials, oxidizing, toxic and/or infectious substances, corrosive or radioactive products, Lithium 5 batteries); waste matter; goods posing a danger to driving and/or handling personnel, the environment, the security of transport engines, the other packages being transported, vehicles or third parties; prohibited objects (such as counterfeit and/or illegal items, furs, narcotic or psychotropic products, products subject to excise duty suspension, tobacco, spirits, wines and spirits, firearms not disassembled and not sent separately in compliance with the regulations in force, publications or audio-visual media prohibited by law or regulations), weapons/similar materials of war, bulk products, prototypes, motors or unpackaged machines.
In general, all goods that are not sufficiently packaged or unpackaged, or whose carriage would be subject to special regulations or private transport not managed by VECTORYS, are excluded from the services provided by the latter.
In terms of e-commerce transport and beyond the goods previously referred to, goods that require temperature-controlled transport will also be excluded. The transport of perishable goods must be the subject of prior agreement of VECTORYS.
2.2. Goods taken under conditions
Certain goods are taken subject to conditions, and must be the subject of a written document prior to the performance of the service between the ordering customer and VECTORYS. This is the case for, excluding e-commerce transport, computer equipment, mounted furniture, fragile goods, perishable commodities other than foodstuffs, and medicines not subject to temperature-controlled transport.
2.3. Dimensions and weight of goods
2.3.1. E-commerce transport
Weight of standard domestic packages: less than or equal to 30 kg
Dimension of standard domestic packages
Maximum dimensions: L + W + H ≤ 200 cm
Minimum dimensions: L (22) x W (16) X H (1)”
Standard relay package weight: less than or equal to 20 kg
Relay standard package size:
Maximum dimensions: L + W + H ≤ 200 cm
Minimum dimensions: L (22) x W (16) X H (1)
Volumetric weight: The volumetric weight is calculated according to the following formula: (length.cm x width.cm x height.cm) /5000. Or 200 kg/m3
Dimension/weight of packages not respected: Packages whose weight, dimensions, packaging, wrapping, marking and/or labelling does not correspond to the admission conditions prescribed herein and/or which cannot be automatically sorted by the VECTORYS sorting chains will be subject, at the discretion of VECTORYS, either to a flat-rate invoice supplement set out in the tariff appendix, or to a refusal to accept.
2.3.2. For all transport (e-commerce and others)
For consignments of less than 2,500 kg, all goods whose maximum dimensions per handling unit are greater than 2.40 m in length and/or 1.80 m in width and/or 2.20 m in height, and goods whose weight per handling unit is greater than 1,500 kg, are excluded.
Article 3 – PRICE OF SERVICES – RATES
3.1. Prices will be calculated on the basis of the information supplied by the ordering customer, taking into account in particular the services to be performed, the nature, weight and volume of the goods to be transported, the routes to be taken and the fuel charges necessary for carrying out the transport operation.
Quotations are based on the foreign exchange rate at the time the quotations are given.
They are also based on the conditions and rates of substitutes and the laws, regulations and international conventions in force.
If one or more of these basic terms is modified after the delivery of the quotation, including by the substitute operator of transport and/or logistics (OTL), in an enforceable way on the latter, and on the proof reported by the same, the prices originally given will be modified under the same conditions. The same would apply in the case of any unforeseen event, including a modification of one of the terms of the service or the conditions of its execution.
3.2 Prices do not include duties, taxes, fees and levies due under any regulation, including tax or customs.
3.3. Prices are subject to change at any time, according to the development of the economic situation or according to the tariffs, regulations and conventions in force.
3.4. All additional costs due to the action of the ordering customer, in particular due to changes in instructions resulting in an impediment, interruption, inability to transport, or immobilisation of the vehicle and/or crew, will be invoiced in addition.
3.5. Any freight remittance constitutes acceptance of the tariffs by the ordering customer.
Article 4 – INSURANCE OF GOODS
The ordering customer has the possibility to ask VECTORYS for the subscription of insurance, including “AD VALOREM,” for the transported goods not excluded by Article 2 of these general terms and conditions.
No insurance will be taken out by VECTORYS without a written order from the ordering customer, repeated for each shipment, specifying the risks to be covered and the values to be covered, and provided that this insurance is subject to prior written acceptance by VECTORYS on the events and limits to be covered.
If such an order is given and accepted, VECTORYS, acting on behalf of the ordering customer, will take out insurance with an insurance company known to be solvent at the time of coverage.
In the absence of precise specification, only ordinary risks (excluding risks of war and strikes) will be insured.
Intervening, in this specific case, as a representative, VECTORYS can under no circumstances be considered as an insurer.
The conditions of the insurance policy are deemed known and approved by the shippers and recipients who bear the cost.
An Insurance Certificate will be issued, if requested.
Article 5 – EXECUTION OF THE SERVICES
5.1. The ordering customer agrees that VECTORYS subcontracts the transport service.
5.2. The departure and arrival dates, if any, communicated by VECTORYS are given purely on an indicative basis. The ordering customer is required to give the necessary and precise instructions to VECTORYS in good time for the execution of transport services and ancillary services and/or logistics services.
VECTORYS does not have to check the documents (commercial invoice, packing note, etc.) provided by the ordering customer. All specific instructions for delivery (cash on delivery, declaration of value or insurance, special interest on delivery, etc.) must be the subject of a written and repeated order for each shipment and be expressly accepted by VECTORYS.
5.3. VECTORYS’s rates correspond, unless otherwise agreed, to a transit in “current service”, from domicile to domicile. “Domicile” here means the threshold of a dwelling, or the ground floor or the courtyard of an establishment, shop or factory.
5.4. The ordering customer expressly authorises VECTORYS to use, in the cases concerned, electronic devices (PADs) in order to carry out the deliveries. In this case, only an electronic signature will be provided by the recipient, and will be authentic with regard to the delivery and acceptance of the shipment.
5.5. Load carriers (pallets, rolls, etc.) used for transport do not result in consignment, nor in rental from VECTORYS, or any deduction from transport costs. VECTORYS does not exchange, supply or lease the load carriers. Any other provision must be the subject of a written agreement between the parties and will be subject to specific remuneration as an ancillary service.
5.6. Special provisions for e-commerce transport – Support: Deliveries in TSA, Cedex, PO Box, CS, Free Response and “Poste Restante” are not insured.
Collections are made at the address(es) defined in the contract for the collection of the goods, or in the case of deposit, in the own premises or those of a subcontractor of VECTORYS. In the case of the VECTORYS Return option, to the pickup relay designated by the receiving customer. In the event that the collection must take place elsewhere, VECTORYS reserves the right to invoice the additional costs related to this additional operation.
The package is presumed to be taken over from the first occurrence of scanning recorded by VECTORYS in its information system. The package pick-up instances communicated by VECTORYS will serve as the basis for invoicing. Thus, in the event of discrepancies between the packages declared delivered by the ordering customer (by EDI) and the packages actually received by VECTORYS, the invoice will only take into account the packages actually received by VECTORYS. In all cases, the ordering customer acknowledges and accepts that the scanning information, also called tracking information, provided by VECTORYS is authentic between the parties and takes precedence over that provided by the ordering customer.
Article 6 – RIGHT OF INSPECTION
VECTORYS reserves the right to inspect the contents of any shipment without the ordering customer being able to claim any compensation as a result.
In the context of customs or security inspections, the ordering customer agrees that VECTORYS, in its capacity as authorised agent, or any governmental authority, including customs, will be entitled to open and inspect the consignments/packages entrusted at any time, without the exercise of this right calling into question the fact that the ordering customer remains solely responsible for the factual nature of its declarations.
In addition, the ordering customer is informed that all consignments/packages loaded on aircraft or ships are likely to undergo security inspections, which may include the use of X-rays.
Article 7 – OBLIGATIONS OF THE ORDERING CUSTOMER
7.1. Packaging and labelling:
7.1.1. Packaging / stuffing:
The goods must be packaged, wrapped, marked or countermarked, in such a way as to endure transport and/or a storage operation carried out under normal conditions, as well as the successive handling operations that necessarily occur during the course of these operations.
It must not constitute a cause of danger to driving or handling personnel, the environment, the safety of transport engines, other goods being transported or stored, vehicles or third parties.
The ordering customer is solely responsible for the choice of packaging and its ability to withstand transport and handling.
7.1.2. Labelling:
On each package, object or load carrier, clear labelling must be applied to allow immediate and unambiguous identification of the sender, the recipient, the place of delivery and the nature of the goods. The label indications must match those on the shipping document.
Labelling must also comply with all applicable regulations, in particular those relating to dangerous products.
7.1.3. Liability:
The ordering customer is liable for any consequences of an absence, insufficiency or defectiveness of the packaging, wrapping, marking or labelling.
VECTORYS, for its part, is not bound by any obligation of advice or monitoring as regards the packaging, wrapping, stuffing, marking and/or labelling of the goods.
VECTORYS’s liability can also never be invoked for losses and damage to the goods that have occurred due to the unsuitability and/or defective condition of the container belonging to and/or provided by any other person than VECTORYS.
7.2. Sealing:
Once the loading operations have been completed, trucks, articulated trucks, swap bodies and containers will be sealed by the shipper itself or by its representative.
7.3. Reporting obligations:
The customer is liable for all the consequences of a breach of the obligation to inform and declare the exact nature and specificity of the goods when the latter requires special provisions, particularly in view of their value and/or any desires they are likely to arouse, as well as their dangerousness or fragility.
The ordering customer also undertakes to declare the exact gross weight of their shipments, packaging and load carriers (pallets, rolls, etc.) included. VECTORYS carries out regular and frequent checks on the weight of goods within its network. The difference in weight between the declaration of the weight of the goods made by the ordering customer and the actual weight of the goods will result in a revision and/or readjustment of prices.
This information requirement also applies to the declaration of the verified gross weight of a container in accordance with the SOLAS Convention.
In addition, the customer expressly undertakes not to send to VECTORYS any illegal or prohibited goods (for example, counterfeit goods, narcotics, etc.). The ordering customer alone will bear, without recourse against VECTORYS, any consequences, whatever they may be, resulting from statements or documents that are erroneous, incomplete, inapplicable, or provided late, including the information necessary for the transmission of any declaration required by the customs regulations, in particular for the carriage of goods from third world countries.
7.4 Reservations:
In the event of loss, malfunction or any other damage to the goods, or in the event of a delay, it is the responsibility of the recipient or receiver to make regular and sufficient enquiries, to provide written reservations, and in general to carry out all acts useful for the conservation of recourses and to confirm the aforementioned reservations within the legal forms and deadlines, without which action cannot be initiated against VECTORYS or its substitutes.
7.5. Refusal or default of the recipient – Delivery – Acceptance:
7.5.1. In the event of refusal of the goods by the recipient, as in the case of failure of the latter for any reason whatsoever, all the initial and additional costs due and incurred for the goods will remain the responsibility of the ordering customer.
More generally, the ordering customer is responsible for all the consequences of the refusal or failure of the recipient.
The ordering customer undertakes to waive any action against VECTORYS in the event that it, or one of its substitutes, chooses to unload the goods placed in containers and/or store them on land, afloat, on a terrace or under a hangar following the refusal or failure of the recipient to accept the delivery. Such warehousing will constitute the correct delivery of the goods, and from that moment the liability of VECTORYS and its substitutes for the goods will cease completely.
Similarly, if at the agreed place of delivery, VECTORYS or one of its substitutes is required to hand over the goods to the customs or any authority or body (public or not), their handing over will constitute the compliant delivery of the goods.
The ordering customer undertakes to waive any action against VECTORYS in the event of sale, destruction or, in general, disposal of the goods: 1) if the ordering customer has not, within the time limits set, taken the necessary steps to end the immobilisation of the goods and/or has not paid the costs generated by this immobilisation; in no case can VECTORYS or its substitutes be held liable for the payment of these costs; 2) if after suspending the transport of a package or a shipment in accordance with these General Terms and Conditions (in particular for reasons of security or monitoring), VECTORYS was unable to obtain within a reasonable time the instructions of the ordering customer and/or the documents necessary for the resumption of the shipment.
7.5.2. Provisions specific to e-commerce transport: The digital signature of the recipient, as well as its reproduction, or any other indisputable means of secure identification, demonstrate the delivery of the packages, and the parties recognise this signature as having the same legal value as that of a traditional signature on paper.
In the absence of the recipient, a non-delivery notice will mention the information necessary for the collection of the package. The package will be kept for ten (10) working days in the delivery agency designated on the non-delivery notice before being returned to one of the sorting centres of VECTORYS or its subcontractors or partners.
Recipients making the withdrawal themselves from the delivery agency of the partner mandated by VECTORYS must prove their identity. If the withdrawal is made by a third party or one not mentioned on the transport document, it is imperative to present a formal power of attorney, the identity document of the recipient (or a Kbis registration extract of less than three (3) months of the recipient, in the case of a legal person) as well as the person’s own identity document.
In the event of an erroneous address or refused parcel, VECTORYS will undertake to notify the ordering customer, who must give new instructions as soon as possible, the parcel being kept five (5) working days in the delivery agency of the partner mandated by VECTORYS or its subcontractors before being returned to one of the sorting centres of VECTORYS or its subcontractors.
7.6. Failure of the Ordering Customer – Prevention of transport:
If the goods cannot be handed over to VECTORYS within the agreed time limits, the ordering customer must notify the latter as soon as it becomes aware of the reason for the delay. Failing this, damages will be due from the ordering customer to VECTORYS in compensation for damages that are proven, direct and provided for upon the conclusion of the contract.
If, after loading, the transport is temporarily prevented or interrupted, or if the execution of the transport is or becomes impossible, VECTORYS will request instructions from the ordering customer, in writing or by any means of transmission and storage of data. The customer must tell VECTORYS all the consequences of which it is aware. In the absence of a response from the ordering customer in good time, VECTORYS will take the measures that it deems to be in the best interests of the latter for the preservation of the goods or their transportation by other means or other ways. Any costs thus incurred will be passed on to the ordering customer upon presentation of supporting documents.
If the transport is temporarily prevented or interrupted, or if the execution of the transport is or becomes impossible due to a fault and/or an act of the ordering customer, VECTORYS is entitled, on presentation of supporting documents, to the reimbursement of all expenses incurred including unforeseen expenses, in addition to compensation for proven damages, foreseen when entering into the contract. The price of the service remains vested with VECTORYS.
7.7. Customs formalities:
If customs operations are to be performed, the ordering customer guarantees the customs representative against any financial consequences resulting from erroneous instructions, unenforceable documents, etc. generally resulting in the liquidation of additional duties and/or taxes, blocking or seizure of goods, fines, etc. by the administration concerned.
In case of customs clearance of goods in favour of a preferential regime agreed or granted by the European Union, the customer guarantees having completed all diligences in accordance with the customs regulations to make sure that all the conditions for the processing of the preferential regime have been respected.
The customer must, at the request of VECTORYS, provide the latter, within the required time, with any information that might be requested of it in accordance with the requirements of the customs regulations. Failure to provide this information within this period has the effect of rendering the customer liable for any harmful consequences of this failure, such as delays, extra costs, damages, etc.
However, the rules of quality and/or technical standardisation of the goods are the sole responsibility of the ordering customer, and it is its responsibility to provide VECTORYS with all documents (tests, certificates, etc.) required by the regulations for their movement. VECTORYS, cannot incur any liability due to the non-compliance of the goods with said rules of quality or technical standardisation.
The customs representative will give clearance in direct representation mode, in accordance with Article 18 of the Union Customs Code.
7.8. Cash-on-delivery payment:
Any instructions for cash-on-delivery payment must be the subject of a written and repeated instruction for each shipment, and the express acceptance of VECTORYS. It will be subject to the payment of an additional price. In any event, such a mandate constitutes only a modality of the principal transport service whose legal regime it follows.
The amount of any refund will only be payable after collection from the recipients. Unless VECTORYS expressly accepts a particular method of payment, any cash-on-delivery payment will be made by bank cheque.
The stipulation of cash on delivery is not a declaration of value and therefore does not modify the rules for compensation for loss and damage as defined in Article 7 below.
Article 8 – LIABILITY
In case of proven damage attributable to VECTORYS, the latter is only obliged to compensate whatever had been provided for when entering into the contract, and which only includes any damage that is an immediate and direct result of non-performance, in accordance with Articles 1231-3 and 1231-4 of the Civil Code.
This compensation is strictly limited in accordance with the amounts set out below.
The liability assumed by VECTORYS will be limited to the compensation indicated below.
8.1 Liability due to substitutes:
VECTORYS’s liability is limited to that incurred by the substitutes in the context of the operations entrusted to them.
When the liability limits of the substitutes are not known, are non-existent or do not result from mandatory provisions, they are deemed to be identical to those set in Article 8.2 below.
Where maritime transport operations are involved, and the loss or damage occurs between the loading of the goods by the VECTORYS substitute at the port of loading, and the unloading by the VECTORYS substitute at the port of unloading, the liability of the VECTORYS substitute will be determined in accordance with the Hague Rules, or any national law rendering the Hague Rules necessarily applicable to the bill of lading. “Hague Rules” means the provisions of the Brussels International Convention of 25 August 1924 on the Unification of Certain Rules Relating to Bills of Lading, as well as the amendments made by the Protocols signed in Brussels on 23 February 1968 and 21 December 1979, but only insofar as the provisions of this Protocol are imperatively applicable to the carriage covered by this bill of lading. The VECTORYS substitute will in no event be liable for loss or damage to the goods, whatever the cause, if such loss or damage occurred before loading or after unloading the vessel. Notwithstanding the foregoing, and in the event that a mandatory law provides otherwise, the VECTORYS substitute will benefit from all the rights, exemptions, limitations and immunities of the Hague Rules, during this period of extension of liability, even if the loss or damage has not occurred at sea. In the event that this bill of lading covers carriage to or from the United States, COGSA will be exclusively applicable. The provisions of COGSA will also apply (unless expressly stipulated otherwise) to periods prior to the loading of the goods on board the ship and subsequent to their unloading from the ship, provided, however, that during these periods the aforementioned goods have been in the effective custody of the VECTORYS 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.
8.2. Personal liability of VECTORYS:
8.2.1. Loss and damage:
In all cases where VECTORYS’s personal liability is incurred for losses and/or damage caused to the goods and for all the consequences that may result, it will be strictly limited to:
a) for events occurring in the course of a transport operation for which VECTORYS acted as road transport operator on a national route, the amounts referred to in the “general” standard contract applicable to public road haulage for which there is no specific standard contract;
b) for events occurring in the course of a transport operation for which VECTORYS acted as road transport operator on an international journey, the amounts referred to in the Geneva Convention signed on 19 May 1956 (“CMR”);
c) for events occurring in the course of a transport operation for which VECTORYS did not act as road haulier, €20 per kilogram of gross weight of missing or damaged goods, not exceeding, irrespective of the weight, volume, dimensions, nature or value of the goods concerned, a sum greater than the product of the gross weight of the consignment expressed in tonnes multiplied by €3,000, with a maximum of €50,000 per incident.
d) for events occurring in the course of a logistics operation, €20 per kilogram of gross weight of missing or damaged goods, not exceeding, irrespective of the weight, volume, dimensions, nature or value of the goods concerned, a sum greater than €50,000 per incident, subject to any provision to the contrary agreed between the parties.
8.2.2. Other damage:
For all other damage, including in the event of late delivery causing a duly justified loss, and if its personal liability is incurred, the compensation due from VECTORYS will be strictly limited to the price of transport of the goods (duties, taxes and miscellaneous costs excluded) or that of the service at the origin of the loss, subject of the contract.
This compensation may not exceed that which would be due in the event of loss or damage to the goods as defined in Article 6.2.1 above.
Incidental damages are expressly excluded from the compensation due by VECTORYS.
8.2.3. Liability in customs matters:
VECTORYS’ liability for any customs operation or indirect contribution that it is carried out by itself or by its subcontractors cannot exceed the sum of €5,000 per customs declaration, without being able to exceed €50,000 per year of reassessment and, in any event, €100,000 by notice of reassessment.
8.3. Quotations:
All quotations given, all ad hoc price offers provided, as well as general rates are established and/or published taking into account the limitations of liability stated above (8.1 and 8.2)
8.4. Statement of value or insurance:
The ordering customer always has the right to subscribe to a declaration of value which, determined by the same and accepted in writing by VECTORYS, has the effect of substituting the amount of this declaration for the limits of compensation indicated above (Articles 7.1. and 7.2.). This declaration of value entails a price supplement which, in the absence of payment, renders the declaration null and void.
The ordering customer may also give instructions to VECTORYS, in accordance with Article 4 (Insurance of goods), to take out insurance on its behalf, subject to payment of the corresponding premium, specifying the risks to be covered and the values to be guaranteed.
The instructions (declaration of value or insurance) must be formulated in writing or by any electronic means of transmission and storage of data prior to the delivery of the goods. They must be renewed for each operation.
8.5. Special interest in delivery:
The ordering customer always has the right to make a declaration of special interest in the delivery, which, determined by the same and accepted in writing by VECTORYS, has the effect of substituting the amount of this declaration for the limits of compensation indicated above (Articles 7.1. and 7.2.).
This declaration entails a price supplement which, in the absence of payment, renders the declaration null and void. They must be formulated in writing or by any electronic means of transmission and storage of data prior to the delivery of the goods. They must be renewed for each operation.
Article 9 – INVOICING AND PAYMENT CONDITIONS
9.1. The invoicing of services performed on behalf of the ordering customer may be dematerialised in accordance with Article 289-VI of the General Tax Code. In the absence of any special provision, the ordering customer agrees that VECTORYS will use electronic invoicing.
9.2. Payments will be made by default by transfer to the VECTORYS bank account. If there is a cash payment, no settlement will be accepted in excess of 750 euros or, in case of payment in Tunisian dinars, in excess of 2500 dinars.
9.3. Except for payment deadlines specifically granted to the ordering customer by VECTORYS, which may not in any event exceed the payment deadlines prescribed by Articles L 441-10 et seq. of the Commercial Code, payment of the services will be due upon collection (postage paid) or delivery (postage due), without discount, upon presentation of the invoice or a document in lieu thereof. If it has not been collected at the time of collection or delivery, this payment will be due under the same conditions, up to 30 days from the date of issue of the invoice. The ordering customer is always responsible for paying the invoices. Pursuant to Article 1344 of the Civil Code, the debtor is deemed to have been ordered to pay by the mere fact of the maturity of the obligation.
9.4. The unilateral offset of the amount of the alleged damages against the price of the services due is prohibited.
9.5. Any delay in payment automatically entails, on the day following the date of payment appearing on the invoice, the payment of late interest in 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 by Article L 441-10 II of the Commercial Code, as well as a lump sum compensation for recovery costs in the amount of 40 euros according to Article D.441-5 of the Commercial Code for each unpaid service, without prejudice to any compensation, under the conditions of common law, for any other damage resulting directly from this delay.
Any delay in payment will, without formalities, entail forfeiture of the term of any other debt held by VECTORYS, which will become immediately payable, even in the event of acceptance of commercial drafts.
Any delay in payment will justify the modification by VECTORYS, at its discretion, of the payment periods specifically granted to the ordering customer.
9.6. Any partial payment will be charged first to the unsecured part of the debt.
Article 10 – PREFERENCE – CONTRACTUAL RIGHT OF LIEN
Whatever the capacity in which VECTORYS intervenes, and whatever the nature of the services performed, the ordering customer expressly acknowledges a contractual right of lien entailing a right of retention and general and permanent preference over all the goods, securities and documents in the possession of VECTORYS, and this as security for all the debts (invoices, interest, costs incurred, etc.) that the latter holds against it, even prior to or outside of the operations carried out with regard to the goods, securities and documents actually in its possession.
Article 11 – STATUTE OF LIMITATIONS
All actions to which the contract entered into between the parties may give rise, whether for the main or ancillary services, will be limited within one year from the performance of the disputed service of the aforementioned contract and, in the matter of duties and taxes collected a posteriori, from the notification of the reassessment.
Article 12 – CONTRACT DURATION AND TERMINATION
12.1 Contract termination
Either party may terminate the contract at any time, by sending a registered letter with acknowledgement of receipt, subject to respecting a minimum notice period. This notice must take into account the amount of time that the parties have been working together, the volumes of goods delivered and the means implemented by VECTORYS to carry out the service. It may in no case be less than three months. During the notice period, the parties undertake to maintain the economy of the contract.
The aforementioned provisions do not apply to e-commerce, as the parties are not required to give any notice.
12.2. Termination by operation of law
In the event of serious or repeated, proven breaches by one of the parties of its commitments and obligations, in the event of late payment of services, or in the event of partial or total assignment or transfer of rights and obligations to third parties, the other party is required to send the defaulting party, by registered letter with acknowledgement of receipt, a formal notice with reasons. If this remains ineffective within the period of one month, during which time the parties may attempt to negotiate, the contract may be terminated definitively, without notice or compensation, by registered letter with acknowledgement of receipt taking note of the failure of the negotiation attempt.
12.3 Consequences of early termination
Early termination of the contract, whatever the cause, will result in the invoicing of compensation equal to 15% of the principal amount.
In addition, all invoices issued by VECTORYS will be due at the latest on the last day of the contract, and in any event before any return of goods that may be in VECTORYS’s possession at the time of termination. The actual payment of all invoices will be a condition for the return of the goods.
Article 13 – COMPLIANCE – CORRUPTION
VECTORYS France and its employees are committed to professional and honest conduct in a globalised competition, including compliance with legally binding provisions at national and international level and ethical principles, and rely on the same commitment on the part of their business partners, who must also behave in a fair, honest and loyal manner.
In particular, no corrupt practices will be accepted. As such, the ordering customer undertakes not to offer and/or allocate any sum of money, valuables, services evaluable in money or personal benefit of any kind whatsoever to VECTORYS’s employees. Such actions on the part of the ordering customer could result in the immediate termination of the contract.
Article 14 – CONFIDENTIALITY & PROTECTION OF PERSONAL DATA
14.1 Confidentiality
The ordering customer and VECTORYS undertake to treat all information brought to their knowledge in any form whatsoever confidentially.
This obligation of confidentiality will be maintained for two (2) years from the end of the commercial relationship between the ordering customer and VECTORYS.
14.2 Protection of Personal Data
VECTORYS provides its services in accordance with the French legislation on the protection of personal data (Law No. 78-17 of 6 January 1978 on data processing, files and freedoms), and the general EU regulation 2016/679 on data protection (GDPR-EU), in its current version. VECTORYS is not a subcontractor in accordance with the French law on data protection or the general GDPR-EU regulation. The personal and other data provided to VECTORYS by the ordering customer are exclusively used for the performance of contractual obligations (transport, delivery, storage, for example), unless otherwise agreed in a separate agreement between the parties. In order to provide its services, it may sometimes be essential for VECTORYS to transmit certain personal data of the ordering customer (to subcontractors, VECTORYS subsidiaries, authorities, customs, for example). Details on the use of personal data are set out in the “Data Protection Policy”. The ordering customer confirms that it has received this document from VECTORYS, which is also available on the website www.vectorys.com and on the website of each of its partners.
The ordering customer provides its own contractual services also in accordance with French legislation on the protection of personal data (Law No. 78-17 of 6 January 1978) and the general GDPR-EU regulation. The ordering customer must ensure in particular that the personal data it transmits to VECTORYS may be legally used by the latter under the conditions described above in accordance with the meaning and the purposes defined therein. This also applies where such data has not been collected directly from the data subject. VECTORYS may therefore, without further examination on its part, consider legitimate the use of the personal data transmitted by the ordering customer under the conditions described above. The ordering customer releases VECTORYS from any third-party claims in connection with use under the conditions described above – in particular any claim based on French data protection laws or on the general GDPR-EU regulation, as well as other claims of the supervisory authorities.
A Data Protection Officer (DPO) has been appointed by VECTORYS and implements all the technical and organisational measures necessary for the protection of the data collected in the context of the service. As such, the ordering party has a right of access, rectification, opposition, limitation to processing and erasure. For more information on the use of the data and for any request to exercise rights, the ordering party may consult the VECTORYS ‘Data Protection Policy’ document or contact the DPO at the following address: privacy@vectorys.com
Article 15 – CANCELLATION – INVALIDITY
In the event that any of the provisions of these General Terms and Conditions of Sale should be declared null or deemed unwritten, all other provisions will remain applicable.
ARTICLE 16 – APPLICABLE JURISDICTION CLAUSE
In the event of a dispute or contestation, the parties undertake to attempt an amicable settlement of their disputes. In the absence of amicable settlement, French law will be applicable, and only the Courts of Aix-en-Provence will have jurisdiction, even in the event of multiple defendants or introduction of third parties.