VECTORYS France
Head office: ZI La Palun BP 129 – 13722 Marignane Cedex
Phone: 04 42 75 68 68 – Fax: 04 42 75 68 80
Simplified Joint-Stock Company (SAS) with a share capital of EUR 1.008.000
Siret 408 079 036 00013 – RCS Aix-en-Provence
EORI: FFR 408 079 036 00013
Customs approval no. 53 91 / FULL AEO approval no. FR00000583
Article 1 – PURPOSE AND SCOPE OF APPLICATION
These general terms and conditions aim to govern the contractual relations between a ordering party and VECTORYS, in respect of any commitment or operation whatsoever in connection with the physical movement, by any means of transport, and/or the physical or legal management of stocks and flows of any goods, packaged or not, from any source and for any destination and/or in connection with the management of any flow of materialized or dematerialized information.
The definitions of the terms and concepts used in these general terms and conditions are those of the standard contracts in force.
These general terms and conditions prevail over any other general or special terms and conditions issued by the ordering party.
In the event of any particular conditions agreed with the ordering party, and in the absence of any such conditions, the general terms and conditions shall continue to apply.
These general terms and conditions shall supersede all previous versions.
Sea transport operations are governed by the conditions listed on the back of bills of lading issued by VECTORYS, and in the absence of such conditions, by these general terms and conditions.
Article 2 – GOODS TRANSPORTED
2.1. Excluded goods
Excluded from the services offered by VECTORYS are animals, dead or alive, unless otherwise provided for by applicable regulations, and animal by-products and derivatives of animal by-products within the meaning of EC Regulation No. 1069/2009 of October 2, 2009; plants; living beings/ashes or funerary relics and, more generally, any goods likely to offend human dignity, integrity or respect for the human body; objects of high value (jewelry, timepieces made even partially of precious metals, pearls, precious and semi-precious stones, silversmiths’ wares, coins, gold, silver, platinum and other precious metals in ingot, coin, powder, cyanide or residue form, or any other mineral form, banknotes, currencies, shares, bonds, coupons, and in general any security or medium enabling a fungible payment to be made, securities of any kind, including meal 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; goods presenting a danger to drivers or handlers, to the environment, to the safety of transport equipment, to other packages being transported, to vehicles or to third parties; prohibited items (such as counterfeit and/or illegal articles, furs, narcotic or psychotropic products, products subject to excise duty under suspension of duty, tobacco, alcohol, wine and spirits, firearms not dismantled and not sent separately in compliance with applicable regulations, publications or audiovisual media prohibited by law or regulations), weapons/war material or similar, bulk products, prototypes, unpackaged engines or machines.
In general, all goods that are not adequately packed or are not packed, or whose transport is subject to special regulations or transport that is not covered by VECTORYS, are excluded from the services provided by VECTORYS.
In addition to the above-mentioned goods, e-commerce transport also excludes goods requiring temperature-controlled transport. The transport of perishable goods is subject to the prior agreement of VECTORYS.
2.2 Goods accepted subject to conditions
Some goods are accepted under specific conditions and are subject to a written agreement between the client and VECTORYS prior to delivery. These goods include, with the exception of e-commerce transport, computer equipment, assembled furniture, fragile goods, perishable foodstuffs other than food supplies, and medicines not subject to temperature-controlled transport.
2.3 Dimensions and weight of goods
2.3.1. E-commerce transport
Weight of standard home delivery: up to 30kg
Standard parcel size for home delivery:
- Maximum dimension: L + w + h ≤ 200 cm
- Minimum dimension : L (22) x w (16) X h (1)”
Weight of standard relay parcels: up to 20kg
Standard relay parcel size:
- Maximum dimension: L + w + h ≤ 200
- Minimum dimension : L (22) x w (16) X h (1)
Volumetric weight: The volumetric weight is calculated using the following formula: (length.cm x width.cm x height.cm) /5000. i.e 200kg/m3”.
Package dimensions/weight not respected: Packages that do not comply with the admission conditions set out herein in terms of weight, dimensions, packaging, wrapping, marking and/or labelling and/or that cannot be automatically sorted by the VECTORYS sorting lines will be subject, at VECTORYS’ discretion, either to a flat-rate invoice surcharge set out in the tariff appendix, or to a refusal of delivery.
2.3.2. For all transport (e-commerce and other)
For shipments under 2,500 kg, are excluded all goods whose maximum dimensions per handling unit exceed 2.40 m in length and/or 1.80 m in width and/or 2.20 m in height, as well as goods whose weight per handling unit exceeds 1,500 kg.
Article 3 – SERVICE PRICES – RATES
3.1. Prices are calculated on the basis of information provided by the ordering party, taking into account in particular the services performed, the nature, weight and volume of the goods to be transported, the routes to be taken, and the fuel charges required to carry out the transport operation.
Quotations are based on currency rates at the time the quotation is given.
They are also based on the conditions and rates of substitutes, as well as laws, regulations and international conventions in force.
Should one or more of these basic elements be modified after the quotation has been submitted, including by the substitutes of the Transport and Logistics Organizer (OTL), in a way that is enforceable against the latter, and on proof provided by the latter, the prices initially given will be modified under the same conditions. The same shall apply in the event of an unforeseen event of any kind, leading in particular to a modification of one of the elements of the service or the conditions of its execution.
3.2. Prices do not include duties, taxes, fees and levies due in application of any regulation, in particular fiscal or customs regulations.
3.3. Prices are subject to change at any time following any changes in economic conditions or in accordance with current tariffs, legislation and agreements.
3.4. Any additional costs incurred by the ordering party, in particular as a result of changes to instructions which prevent, interrupt or make transport impossible, or cause the vehicle and/or crew to be immobilized, will be invoiced to the ordering party in addition.
3.5. Any freight delivery shall constitute acceptance of the rates by the ordering party.
Article 4 – GOODS INSURANCE
The ordering party may request VECTORYS to subscribe an insurance policy, including “AD VALOREM”, for the transported goods not excluded by article 2 of these general terms and conditions.
No insurance shall be taken out by VECTORYS without a written and repeated order from the ordering party for each shipment, specifying the risks and values to be insured, and provided that such insurance is subject to prior written acceptance by VECTORYS of the events and limits to be covered.
If such an order is given and accepted, VECTORYS, acting on behalf of the ordering party, shall subscribe insurance with an insurance company known to be solvent at the time of coverage. Unless otherwise specified, only ordinary risks (excluding war and strike risks) will be covered.
Acting, in this particular case, as an agent, VECTORYS can under no circumstances be deemed as the insurer.
The terms and conditions of the policy are deemed to be known and accepted by the shippers and recipients, who bear the cost thereof.
A certificate of insurance will be issued upon request.
Article 5 – SERVICE PERFORMANCE
5.1. The ordering party agrees that VECTORYS may subcontract the transport service.
5.2. Any departure and arrival dates communicated by VECTORYS are provided for information purposes only. The ordering party shall give VECTORYS the necessary and precise instructions in due time for the performance of transport services and ancillary services and/or logistics services.
VECTORYS is not required to check the documents (commercial invoice, packing note, etc….) provided by the ordering party. Any specific delivery instructions (cash on delivery, declaration of value or insurance, special interest in delivery, etc.) shall be specified in writing and repeated for each shipment, and shall be expressly accepted by VECTORYS.
5.3. Unless otherwise agreed, VECTORYS rates are for “standard service” home to home delivery. By home, we mean the threshold of the dwelling, the ground floor or the courtyard of the establishment, store or factory.
5.4. The ordering party shall expressly authorize VECTORYS to use, in some cases, electronic delivery guns (PAD) to make shipments. In this case, only an electronic signature will be affixed by the recipient as proof of delivery and acceptance of the shipment.
5.5. Load carriers (pallets, rolls, etc.) used for transport shall not be subject to deposit or rental by VECTORYS or to any deduction from transport costs. VECTORYS does not exchange, supply or rent load carriers. Any other arrangement must be agreed in writing between the parties and will be subject to specific remuneration as an ancillary service.
5.6. Special provisions for e-commerce transport – Pick-up: Deliveries to TSA, Cedex, PO Box, Simple mail, Free reply and General Delivery are not insured.
Pick-ups are made at the address(es) defined in the contract for the collection of goods, or in the case of a warehouse, at VECTORYS’ own premises or those of a subcontractor. In the case of the VECTORYS Return option, at the pickup relay designated by the recipient ordering party. In the event of collection from other locations, VECTORYS reserves the right to invoice the additional costs associated with this additional operation.
The parcel is deemed to have been taken in charge from the first flashing event recorded by VECTORYS in its information system. The parcel collection events communicated by VECTORYS will be used as the basis for invoicing.
Therefore, if any discrepancies arise between the parcels declared as delivered by the ordering party (by EDI) and the parcels actually received by VECTORYS, the invoice will only take into account the parcels actually received by VECTORYS. In all cases, the ordering party acknowledges and accepts that the tracking information provided by VECTORYS shall prevail over the information provided by the ordering party.
Article 6 – INSPECTION RIGHTS
VECTORYS may inspect the contents of any shipment without the ordering party being entitled to claim any compensation.
In the event of customs or security inspections, the ordering party accepts that VECTORYS, in its capacity as authorized agent, or any government authority, including customs, shall have the right to open and inspect the shipments/packages entrusted to it, at any time, notwithstanding the fact that the customer remains solely responsible for the accuracy of its declarations.
In addition, the ordering party is informed that all shipments/packages loaded onto aircraft or ships are subject to security checks, which may include the use of X-rays.
ARTICLE 7 – ORDERING PARTY OBLIGATIONS
7.1. Packaging and labelling:
7.1.1. Packaging / packing:
Goods must be conditioned, packaged, marked or countermarked in such a way as to withstand transport and/or storage operations carried out under normal conditions, as well as the successive handling operations which necessarily take place during the course of these operations.
It shall not constitute a cause of danger for driving or handling personnel, environment, safety of transport equipment, other goods transported or stored, vehicles or third parties.
The ordering party is solely responsible for the choice of packaging and its suitability for transport and handling.
7.1.2. Labeling:
Each package, object or load carrier shall be clearly labelled to enable immediate and easy identification of the sender, recipient, place of delivery and nature of the goods. The information on the labels must correspond to that on the transport document.
Labeling shall also comply with all applicable regulations, in particular those relating to hazardous products.
7.1.3. Liability:
The ordering party is liable for all consequences of missing, insufficient or defective packaging, wrapping, marking or labeling.
VECTORYS is not bound by any obligation to advise or control the conditioning, packaging, packing, marking and/or labeling of goods.
VECTORYS shall not be liable for any loss of or damage to the goods caused by the unsuitability and/or defective condition of the container owned and/or supplied by any person other than VECTORYS.
7.2. Sealing:
Once loading operations have been completed, trucks, semi-trailers, swap bodies and containers are sealed by the loader himself or by his representative.
7.3. Declaration obligations:
The ordering party is liable for all the consequences of failing to inform and declare the exact nature and specificity of the goods when the latter require special provisions, particularly in view of their value and/or the covetousness they are likely to arouse, or their dangerousness or fragility.
The ordering party also undertakes to declare the exact gross weight of his shipments, including packaging and load carriers (pallets, rolls, etc.). VECTORYS regularly and frequently checks the weight of goods within its network. Any discrepancy between the ordering party’s declaration of the weight of goods and the actual weight of goods will require a revision and/or readjustment of prices.
This information obligation also applies to the declaration of the verified gross mass of a container in accordance with the SOLAS Convention. Furthermore, the ordering party expressly undertakes not to deliver to VECTORYS any illegal or prohibited goods (e.g. counterfeit goods, narcotics, etc.). The ordering party shall be solely liable, without recourse against VECTORYS, for any consequences whatsoever resulting from incorrect, 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 third countries.
7.4. Reservations:
In the event of loss, damage or any other damage incurred to the goods, or in the event of delay, recipients or the person receiving the goods must make regular and sufficient observations, make written, precise and reasoned reservations and, in general, take all measures necessary to preserve recourse and confirm said reservations in the legal form and within the legal time limits, failing which no action in warranty may be brought against VECTORYS or its substitutes.
7.5. Recipient’s refusal or default – Delivery – Acceptance:
7.5.1. In case of refusal of the goods by the recipient, as well as in case of default of the recipient for any reason whatsoever, all initial and additional costs due and incurred on behalf of the goods will remain the responsibility of the ordering party.
More generally, the ordering party is liable for all the consequences of the recipient’s refusal or default.
The ordering party undertakes to waive all claims against VECTORYS in the event that VECTORYS or one of its substitutes chooses to unload the goods placed in containers and/or store them on land, afloat, on a platform or under a hangar in view of the recipient’s refusal or failure to take delivery. Such storage shall constitute proper delivery of the goods and, from that moment, the liability of VECTORYS and its substitutes in respect of the goods shall cease in full.
The ordering party agrees to waive any claim against VECTORYS in the event of sale, destruction or, in general, disposal of the goods:
1) if the ordering party has not, within the prescribed time, taken the necessary steps to end the immobilisation of the goods and/or has not paid the costs generated by such immobilisation; under no circumstances shall Vectorys or its representatives be liable for the payment of such costs;
2) if, after suspending the transport of a parcel or shipment in accordance with these General Terms and Conditions (in particular for reasons of security or control), VECTORYS is unable to obtain within a reasonable period of time the instructions from the ordering party and/or the documents required to resume the parcel.
7.5.2. Provisions specific to e-commerce transport: The recipient’s digital signature, as well as its reproduction, or any other indisputable means of secure identification, constitute proof of delivery of the parcel, and the parties acknowledge that this signature has the same legal value as a traditional paper signature.
If the recipient is absent, a delivery notice will contain the information required to collect the parcel. The parcel will be kept for ten (10) working days in the delivery agency indicated on the delivery notice before being returned to one of the sorting centers of VECTORYS or its subcontractors or partners.
The recipient who collects the goods from the delivery agency of the partner appointed by VECTORYS shall provide proof of identity.
If the pickup is made by a third party not mentioned on the transport document, he/she shall present a valid power of attorney, the identity document of the recipient (or a Kbis of less than three (3) months for the recipient if he/she is a legal entity) and his/her own identity document.
In the event of an incorrect address or a refused parcel, VECTORYS undertakes to notify the ordering party, who is required to provide new instructions as soon as possible, with the parcel being held for five (5) working days in the delivery agency of the partner appointed by VECTORYS or its subcontractors before being returned to one of the sorting centers of VECTORYS or its subcontractors.
7.6. Default of the Ordering party – Impediment to transport:
If the goods cannot be delivered to VECTORYS within the agreed time, the ordering party shall notify VECTORYS as soon as the cause of the delay is known. Failing this, the ordering party shall be liable to pay damages to VECTORYS for proven, direct and foreseeable loss incurred at the conclusion of the contract.
If, after loading, transport is prevented or temporarily interrupted or if transport is or becomes impossible, VECTORYS will request instructions from the ordering party, in writing or by any means of data transmission and storage. It shall inform the ordering party of any known consequences. In the absence of a timely response from the ordering party, VECTORYS shall take the measures it deems best in the ordering party’s interest to preserve the goods or transport them by other means. Any costs thus incurred shall be passed on to the ordering party upon presentation of supporting documents. It shall inform the ordering party of any known consequences. In the absence of a timely response from the ordering party, VECTORYS shall take the measures it deems best in the ordering party’s interest to preserve the goods or transport them by other means. Any costs thus incurred shall be recovered from the ordering party upon presentation of supporting documents.
If transport is prevented or temporarily interrupted or if the performance of transport is or becomes impossible due to a fault and/or act of the ordering party, VECTORYS is entitled, on presentation of supporting documents, to reimbursement of all expenses incurred, including unforeseen expenses, in addition to damages for proven, direct and foreseeable loss on conclusion of the contract. The price of the service remains the property of VECTORYS.
7.7. Customs formalities:
If any customs formalities have to be completed, the ordering party shall indemnify the customs agent against all financial consequences arising from incorrect instructions, inapplicable documents, etc., generally resulting in the assessment of additional duties and/or taxes, blocking or seizure of goods, fines, etc., by the relevant authorities.
In the event of customs clearance of goods benefiting from a preferential regime concluded or granted by the European Union, the ordering party shall guarantee to have taken all the necessary steps within the meaning of customs regulations to ensure all conditions for processing under the preferential regime have been met.
At VECTORYS’ request, the ordering party must provide VECTORYS within the required timeframe with any information requested under customs regulations. Any failure to provide such information within this time limit shall render the ordering party liable for all prejudicial consequences of such failure in terms of delays, additional costs, damage, etc.
However, since the quality and/or technical standardization rules for goods are the sole responsibility of the ordering party, it is the ordering party’s responsibility to provide VECTORYS with all documents (tests, certificates, etc.) required by regulations for their circulation.
VECTORYS shall not be held liable for the non-conformity of the goods with the said quality or technical standardization rules. The customs representative clears goods under the direct representation procedure, in accordance with Article 18 of the Union Customs Code.
7.8. Cash on delivery:
Any cash on delivery instruction shall be made in writing and repeated for each shipment, and shall be expressly accepted by VECTORYS. It will be subject to payment of a surcharge. In all circumstances, such a mandate is merely a modality of the main transport service which follows the same legal framework.
Refunds are payable only after collection from the recipients. Unless VECTORYS expressly agrees to a specific method of payment, all cash-on-delivery payments shall be made by bank cheque.
The provision of cash on delivery does not constitute a declaration of value and does not amend the rules governing compensation for loss and damage as defined in article 7 below.
Article 8 – LIABILITY
In the event of proven loss attributable to VECTORYS, VECTORYS shall only be liable for such damages as may have been foreseen on conclusion of the contract and which shall only include that which is an immediate and direct consequence of the non-performance within the meaning of articles 1231-3 and 1231-4 of the Civil Code.
These damages are strictly limited in accordance with the amounts set out below.
These limitations of compensation set out below are the consideration for the liability assumed by VECTORYS.
8.1. Substitute liability:
The liability of VECTORYS is limited to that incurred by its subcontractors in connection with the operation entrusted to it.
When the compensation limits for substitutes are not known or do not result from mandatory or legal provisions, they are deemed to be identical to those set out 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 company’s substitute at the port of loading, and the unloading by the VECTORYS company’s substitute at the port of unloading, the liability of the VECTORYS company’s substitute shall be determined in accordance with the Hague Rules or any national law making the Hague Rules mandatory applicable to the bill of lading. “Hague Rules” means the provisions of the Brussels International Convention of August 25, 1924 on the Unification of Certain Rules Relating to Bills of Lading, as amended by the Protocols signed in Brussels on February 23, 1968 and December 21, 1979, but only to the extent that the provisions of such Protocols are mandatorily applicable to the transport covered by this bill of lading. The VECTORYS company’s substitute shall in no event be liable for any loss or damage to the goods, however caused, if such loss or damage occurred prior to loading or after unloading of the vessel. Notwithstanding the foregoing, and in the event that mandatory law provides otherwise, the VECTORYS company’s substitute shall benefit from all the rights, exemptions, limitations and immunities under the Hague Rules during this period of extended liability, even if the loss or damage did not occur at sea. In the event that this bill of lading covers carriage to or from the United States, COGSA shall be exclusively applicable. The provisions of the COGSA shall also apply (unless expressly stipulated otherwise) to periods prior to the loading of the goods on board the vessel and subsequent to their discharge from the vessel, provided however that during such periods the said goods shall have been in the actual custody of the VECTORYS company’s substitute or any other substitute. “COGSA” means the United States Carriage of Goods by Sea Act 46 U.S.C. App. § 1300 and. 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 is personally liable for loss and/or damage caused to the goods and for any consequences that may result therefrom, its liability shall be strictly limited to:
- a) events occurring during a transport operation for which VECTORYS acted as road transporter on a national route, the amounts specified in the “general” standard contract applicable to public road transport of goods for which there is no specific standard contract;
- b) events occurring during a transport operation for which VECTORYS acted as road carrier on an international route, the amounts referred to in the Geneva Convention signed on May 19, 1956 (“CMR”);
- c) events occurring during a transport operation for which VECTORYS did not act as road transporter, €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 shipment expressed in tonnes multiplied by €5,000, up to a maximum of €60,000 per event.
- d) events occurring in the course of a logistics operation, €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 in excess of €50,000 per event, unless otherwise agreed between the parties.
8.2.2. Other damages:
For all other damages, including delays in delivery causing a duly justified loss, and if VECTORYS is personally liable, the compensation due by VECTORYS shall be strictly limited to the price of the goods transported (excluding duties, taxes and miscellaneous expenses) or to the price of the service covered by the contract which caused the damage. This compensation shall not exceed that which would be due in the event of loss of or damage to the goods as defined in article 6.2.1 above.
Immaterial damage is expressly excluded from the compensation payable by VECTORYS.
8.2.3. Customs liability:
The liability of VECTORYS for any operation relating to customs or indirect taxes, whether carried out by VECTORYS or its subcontractors, shall not exceed the sum of €5,000 per customs declaration, without exceeding €50,000 per year of adjustment and, in any event, €100,000 per notification of adjustment.
8.3. Quotations:
All quotations given, all time-specific quotations provided, as well as general price lists are drawn up and/or published taking into account the limitations of liability set out above (8.1. and 8.2.).
8.4. Declaration of value or insurance:
The ordering party may at any time subscribe to a declaration of value which, set by him and accepted in writing by VECTORYS, has the effect of substituting the amount of this declaration for the indemnity ceilings indicated above (Articles 8.1. and 8.2.). This declaration of value entails a price supplement which, in the absence of payment, renders the declaration null and void.
The ordering party may also instruct 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 covered and the values to be guaranteed.
Instructions (declaration of value or insurance) shall be made in writing or by any electronic means of data transmission and storage before the goods are handed over. They shall be renewed for each operation.
8.5. Special interest in delivery:
The ordering party shall always have the option of making a declaration of special interest in delivery which, if set by the ordering party and accepted in writing by VECTORYS, shall have the effect, in the event of delay, of substituting the amount of this declaration for the indemnity ceilings indicated above (articles 8.1 and 8.2). This declaration entails a price supplement which, failing payment, renders the declaration null and void. Declarations shall be made in writing or by any electronic means of data transmission and storage prior to handover of the goods. They shall be renewed for each operation.
Article 9 – CONDITIONS OF INVOICING AND PAYMENT
9.1. Invoicing for services performed on behalf of the ordering party may be done electronically in accordance with Article 289-VI of the General Tax Code. Failing any specific provision, the ordering party agrees that VECTORYS may use electronic invoicing.
9.2. Payments shall usually be made by bank transfer to VECTORYS’ bank account. If payment is made in cash, no payment over 750 euros or, if payment is made in Tunisian dinars, over 2,500 dinars will be accepted.
9.3. Unless VECTORYS grants the ordering party specific payment terms, which in any event shall not exceed the payment terms prescribed by Articles L 441-10 and seq. of the Commercial Code, payment for services shall be due on collection (carriage paid) or delivery (carriage due), without discount, upon presentation of the invoice or a document in lieu thereof. If payment has not been made by the time of collection or delivery, it is due under the same conditions, within 30 days of the invoice date. The ordering party is always responsible for payment of invoices. In accordance with article 1344 of the Civil Code, the debtor is deemed to have been given notice to pay by the mere fact that the obligation is due and payable.
9.4. Unilateral offsetting of the amount of the alleged damage against the price of the services due is prohibited.
9.5. Any delay in payment shall entail, ipso jure, on the day following the payment date on the invoice, the payment of late payment interest equivalent to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation plus 10 percentage points as stipulated by article L 441-10 II of the Commercial Code, as well as a fixed compensation for collection costs of 40 euros in accordance with article D.441-5 of the Commercial Code for each unpaid service, without prejudice to possible compensation, under the conditions of common law, for any other damage resulting directly from this delay.
Any delayed payment shall entail, without formalities, forfeiture of the term of any other debt held by VECTORYS, which shall become immediately due and payable, including if bills of exchange are accepted.
Any delayed payment shall justify VECTORYS modifying, if it deems fit, the payment terms specifically granted to the ordering party.
9.6. Any partial payment will be applied first to the non-preferential part of the claim.
Article 10 – PRIVILEGE – CONVENTIONAL RIGHT OF PLEDGE
Regardless of the capacity in which VECTORYS acts and the nature of the services provided, the ordering party expressly acknowledges that VECTORYS has a pledge of all goods, securities and documents in VECTORYS’ possession, with a general and permanent right of retention and preference, as security for all claims (invoices, interest, costs incurred, etc.) that VECTORYS has against the ordering party, even prior to or unrelated to the operations carried out with respect to the goods, securities and documents actually in VECTORYS’ hands.
Article 11 – PRESCRIPTION
All actions to which the contract concluded between the parties may give rise, whether for principal or ancillary services, are time-barred within a period of one year starting from the performance of the disputed service under the said contract and, as regards duties and taxes recovered a posteriori, from the notification of the adjustment.
Article 12 – TERM OF CONTRACT AND TERMINATION
12.1. Termination by agreement
Both parties may terminate the contract at any time, by sending a registered letter with acknowledgement of receipt, subject to a minimum notice period. This notice period shall take into account the duration of the collaboration, the volume of goods delivered and the resources used by VECTORYS to provide the service. Under no circumstances may it be less than three months. During the period of notice, 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 prior notice.
12.2. Termination ipso jure
In the event of serious or repeated proven breaches by one of the parties of its commitments and obligations, in the event of delayed payment of services, in the event of assignment or partial or total transfer of rights and obligations to third parties, the other party is required to send it a formal notice, stating the reasons, by registered letter with acknowledgement of receipt. If the negotiation fails within one month, during which time the parties may attempt to reach an agreement, the contract may be definitively terminated, without notice or compensation, by registered letter with acknowledgement of receipt, acknowledging the failure of the negotiation attempt.
12.3. Consequences of early termination
Early termination of the contract, whatever the cause, will give rise to the invoicing of indemnities equal to 15% of the principal amount.
In addition, all invoices issued by VECTORYS shall be payable no later than the last day of the contract and in any event prior to any return of goods that may be in the hands of VECTORYS at the time of termination. The effective payment of all invoices shall 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 competitive global environment, including compliance with legally binding national and international provisions and ethical principles, and expect the same commitment from their business partners, who shall also behave with fairness, integrity and loyalty.
In particular, no corrupt practices will be accepted. In this respect, the ordering party undertakes not to offer and/or grant any sum of money, valuables, services that can be valued in money or personal benefits of any kind whatsoever to VECTORYS employees. Any such behaviour on the part of the ordering party may result in the immediate termination of the contract.
Article 14 – PRIVACY & PERSONAL DATA PROTECTION
14.1 Confidentiality
The ordering party and VECTORYS undertake to treat as confidential all information brought to their mutual knowledge in any form whatsoever.
This confidentiality obligation is valid for two (2) years from the end of the commercial relationship between the ordering party and VECTORYS.
14.2 Personal data protection
VECTORYS provides its services in compliance with French legislation on the protection of personal data (Law No. 78-17 of January 6, 1978 on data processing, data files and individual liberties) and the General Data Protection Regulation (EU) 2016/679 (RGPD-UE), in its current version. VECTORYS is not a subcontractor within the meaning of the French Data Protection Act or the RGPD-EU General Regulation. Personal and other data provided to VECTORYS by the ordering party are used exclusively for the performance of contractual obligations (e.g. transport, delivery, warehousing), unless agreed otherwise in a separate agreement between the parties. In order to provide its services, it may sometimes be necessary for VECTORYS to disclose some of the ordering party’s personal data (to subcontractors, VECTORYS subsidiaries, authorities, customs authorities, etc.). Details of the use of personal data are set out in the “Data protection declaration”. The client confirms that he has received this document from VECTORYS, which can also be consulted on the www.vectorys.com website and on the website of each of its partners. The ordering party provides its own contractual services also in accordance with French legislation on the protection of personal data (Law No. 78-17 of January 6, 1978) and the General Regulation RGPD- EU. In particular, the ordering party shall ensure that the personal data it sends to VECTORYS may be legally used by the latter under the conditions described above in accordance with the meaning and purposes defined therein. This also applies where such data has not been collected directly from the person concerned. VECTORYS may therefore, without further examination on its part, consider legitimate the use of personal data provided by the ordering party under the conditions described above. The ordering party releases VECTORYS from all third-party claims in connection with use under the conditions described above – in particular from any claims based on French data protection laws or the general RGPD-EU regulation, as well as other claims by supervisory authorities.
Article 15 – CANCELLATION – INVALIDITY
Should any of the provisions of these General Terms and Conditions of Sale be declared null and void or deemed unwritten, all other provisions shall remain applicable.
Article 16 – JURISDICTION CLAUSE
If any dispute arises, the parties agree to attempt to settle their differences amicably. Failing amicable settlement, French law shall apply and only the courts of Aix-en-Provence shall have jurisdiction, even in the event of multiple defendants or third-party claims.