WORMS SERVICES MARITIMES

General Terms and Conditions of Sale Governing operations carried out by Transport and/or Logistics Operators

PREVAILING LANGUAGE CLAUSE

This English version is provided for information purposes only.
In the event of any discrepancy, inconsistency or difference of interpretation, the French version shall prevail and shall be the only legally binding version.

ARTICLE 1 - PURPOSE AND SCOPE

These General Terms and Conditions of Sale (the “GTCS”) are intended to define the terms and conditions under which the company WORMS SERVICES MARITIMES and its subsidiaries (including BURGER FERON and MEDACRUISE), hereinafter referred to as the “Transport and/or Logistics Operator” (the “Operator”), perform, in any capacity whatsoever (air freight agent, shipping agent, freight forwarder, freight broker, warehouse keeper, agent, handling operator, authorised or non-authorised customs broker, forwarding agent, carrier, etc.), activities and services relating to the physical movement of consignments and/or the management of goods flows, whether packaged or not, of any nature, from any origin, to any destination, in consideration of a freely agreed price ensuring fair remuneration for the services rendered, both domestically and internationally.
The transport and/or logistics operator may act successively or simultaneously under different legal capacities within the same operation.
Regardless of the transport technique used, these GTCS govern the relationship between the instructing party and the transport and/or logistics operator.
The transport and/or logistics operator performs the requested services under the conditions provided for, in particular, in Article 7 below.
Any commitment or operation whatsoever entered into with the transport and/or logistics operator constitutes full and unreserved acceptance by the instructing party of these GTCS.
These GTCS prevail over any general or specific terms or conditions issued by the instructing party, unless expressly accepted in writing by the transport and/or logistics operator.
The present GTCS are made available on the transport and/or logistics operator’s website and are deemed accepted by the instructing party upon conclusion of any contract or performance of any service.
The French version made available on the transport and/or logistics operator’s website shall prevail over any translation.

ARTICLE 2 - DEFINITIONS

For the purposes of these GTCS, the following terms are defined as follows:

2.1 - Instructing Party / Principal
The “Instructing Party” (the “Principal”)” means the party contracting the service with the “Transport and/or Logistics Operator” (the “Operator”), including, where applicable, the customs broker.

2.2 - Package
A “Package” means an object or a set of objects forming a single handling unit, regardless of weight, dimensions or volume, constituting a unit load when handed over for transport (bin, cage, crate, trunk, carton, container, envelope, bundle, drum, parcel, strapped or wrapped pallet, roll, bag, suitcase, etc.), packaged by the shipper prior to acceptance, even if the contents are detailed in the transport document.

2.3 - Consignment
A “Consignment” means the quantity of goods, including packaging and load supports, effectively made available at the same time to The Operator, the movement of which is requested by the same Principal for the same consignee, from a single place of loading to a single place of unloading, and covered by the same transport document..

ARTICLE 3 - PRICE OF SERVICES

3.1 - Prices are calculated on the basis of the information provided by the Principal, and are subject to revision, considering in particular the services to be performed, the nature, weight and volume of the goods to be transported, and the routes to be used. Quotations are established on the basis of exchange rates in force at the time the quotations are given. They also depend on the conditions and tariffs of subcontractors, as well as on applicable laws, regulations and international conventions and in accordance with the applicable provisions of the French Transport Code. If one or more of these basic elements are modified after the quotation has been issued, including by the Operator’s subcontractors, in a manner binding on the latter, and upon proof provided by the Operator, the initially quoted prices shall be modified under the same conditions. The same shall apply in the event of any unforeseen event, of whatever nature, resulting in particular in a change in one of the elements of the service. In particular, fuel prices are concerned, the variation of which must be considered in accordance with Articles L.3222-1 and L.3222-2 of the French Transport Code.

3.2 - Prices do not include duties, taxes, fees or charges payable pursuant to any regulation, in particular fiscal or customs regulations (such as excise duties, import duties, etc.).

3.3 - Prices initially agreed shall be renegotiated at least once a year on the anniversary date of the contract. They shall also be revised in the event of significant variations in the Operator’s costs, which most often depend on external conditions beyond the Operator’s control, such as fuel prices as referred to above. If the parties fail to agree on new pricing conditions, either party may terminate the contract under the conditions set out in Article 12 below.

3.4 - Costs incurred by the Operator in the interest of the goods to prevent or limit damage, as well as demurrage, detention charges, advances of expenses and any other costs unknown at the time of quotation, shall be fully re-invoiced to the Principal.

ARTICLE 4 - INSURANCE OF GOODS

No insurance is taken out by the Operator without a written and repeated instruction from the Principal for each consignment, specifying the risks to be covered and the values to be insured.
If such instruction is given, the Operator acting on behalf of the Principal, shall take out insurance with an insurance company of established solvency at the time cover is effected. Failing precise specification, only ordinary risks (excluding war and strike risks) shall be insured.
In this case, acting strictly as an agent, the Operator shall in no circumstances be deemed to be an insurer. The policy conditions are deemed to be known and accepted by shippers and consignees, who shall bear the cost thereof. An insurance certificate shall be issued if requested.
The Operator shall inform the Principal of the name of the insurer and shall provide the insurance certificate upon first request.
Furthermore, with regard to goods entrusted to the Operator for storage/warehousing services and present in the premises of the Operator or its subcontractors, the Principal undertakes to take out, for its own account, all insurance covering risks of fire, explosion, lightning, natural disasters, storm, water damage, electrical damage and burglary, in particular, that may damage its goods.
The Principal accordingly undertakes to waive, and to obtain from its insurers and from any owner of the above-mentioned goods, a waiver of any recourse they might have against the Operator and its insurers in the event of occurrence of such a loss.
Insurance may be taken out by the Operator, acting on behalf of the Principal, for storage/warehousing services, subject to a written and repeated instruction specifying, for each storage/warehousing service, the risks to be covered and the values to be insured. The policy conditions are deemed known and accepted by the Principal and by the owners of the goods, who shall bear the cost thereof.

ARTICLE 5 - PERFORMANCE OF SERVICES

Any departure and arrival dates possibly communicated by the Operator are provided for information purposes only.
The Principal must provide the Operator in due time, with all necessary and precise instructions required for the performance of transport services and ancillary and/or logistics services.
The Operator is not required to verify the documents (commercial invoice, packing list, etc.) supplied by the Principal.
Any specific delivery instructions (cash on delivery, etc.) must be the subject of a written and repeated instruction for each consignment and of the express acceptance of the Operator. In any event, such a mandate constitutes an accessory to the main transport and/or logistics service.

ARTICLE 6 - OBLIGATIONS OF THE PRINCIPAL

6.1 - Packaging and labelling

6.1.1 - Packaging
Goods must be properly conditioned, packed, marked or re-marked so as to withstand transport and/or storage operation carried out under normal conditions, as well as the successive handling operations necessarily involved during such operations.
They must not constitute a source of danger for driving or handling personnel, the environment, transport equipment safety, other goods transported or stored, vehicles or third parties.
The Principal alone is responsible for the choice of packaging and its suitability for transport and handling.
Should the Principal entrust the Operator with goods contravening the above provisions, it shall bear sole responsibility, without recourse against the Operator, for any damage of any nature that such goods may cause.

6.1.2 - Labelling
Each package, item or load support must bear clear labelling enabling immediate and unambiguous identification of the shipper, consignee, place of delivery and nature of the goods.
Label indications must correspond to those appearing on the transport document.

6.2 - Sealing
Full truckloads, semi-trailers, swap bodies and containers must be sealed by the loader itself or by its representative once loading operations have been completed.

6.3 - Securing, blocking, bracing and lashing
Where goods are stuffed into containers and/or loaded onto transport equipment under the responsibility of the Principal, securing, blocking, bracing and lashing must be carried out in accordance with best practice so as to withstand transport risks, in particular transhipment operations.

6.4 - Liability
The Principal shall be liable for all consequences arising from the absence, inadequacy, defectiveness or unsuitability of packaging, packing, marking, labelling, securing, lashing, blocking or bracing of the goods.

6.5 - Declaration obligations
The Principal shall bear all consequences of any failure to inform or declare the exact nature and specific characteristics of the goods when such goods require special arrangements, in particular with regard to their value, attractiveness, dangerousness or fragility.
This obligation also applies to the declaration of the verified gross mass of a container in accordance with the SOLAS Convention.
The Principal expressly undertakes not to entrust the Operator with illicit or prohibited goods (e.g. counterfeit goods, narcotics, etc.), goods subject to circulation bans or restrictions, and/or involving the carriage of clandestine passengers.
The Principal alone shall bear, without recourse against the Operator, all consequences resulting from falsified, incorrect, incomplete, inapplicable or late declarations or documents, including information required for any summary declaration demanded by customs regulations, in particular for goods transported from third countries, import/export control regulations and sanctions regulations

6.6 - Reservations
In the event of loss, damage or any other harm suffered by the goods, or in the event of delay, it is incumbent upon the consignee or recipient to make proper and sufficient findings, to enter duly reasoned reservations and, more generally, to take all actions necessary to preserve rights of recourse and to confirm such reservations within the legal forms and time limits, in accordance with applicable conventions or mandatory laws, failing which no action may be brought against the Operator or its subcontractors.

6.7 - Refusal or default of the Consignee
In the event of refusal of the goods by the consignee, or failure of the latter for any reason whatsoever, all initial and additional costs incurred and payable in respect of the goods shall remain chargeable to the Principal.

6.8 - Late cancellation of instructions
Any late cancellation or modification of initial instructions shall result in invoicing of all costs incurred and irreversible expenses borne by the Operator (pre-carriage, booking, immobilisation of resources, etc.), without prejudice to any additional damages that may be claimed.

6.9 - Customs, sanitary, tax and indirect tax formalities – Export and import control compliance
Where customs operations are required, the Principal guarantees the customs broker against all financial consequences arising from incorrect instructions, inapplicable documents, etc., resulting in the assessment of additional duties and/or taxes, fines, etc.
In the event of customs clearance under a preferential regime granted by the European Union, the Principal guarantees that it has taken all due care, within the meaning of the Union Customs Code, to ensure compliance with all conditions for preferential treatment.
The Principal must provide the Operator, upon request and within the required time limit, with all information required by customs regulations. Failure to do so shall render the Principal liable for all adverse consequences, including delays, additional costs and damage.
Quality rules and/or technical standardisation of goods being the sole responsibility of the Principal, it is incumbent upon it to provide the Operator with all documents required for circulation (tests, certificates, etc.). The Operator shall incur no liability for non-compliance of the goods with such rules.
The authorised customs broker clears goods under the direct representation scheme pursuant to Article 18 of the Union Customs Code, even in the absence of an express mandate.

6.10 - Cash on delivery
The stipulation of cash on delivery does not constitute a declaration of value and therefore does not modify the compensation rules applicable to loss or damage as defined by law and by these GTCS.

ARTICLE 7 - LIABILITY

In the event of proven loss attributable to the Operator, it shall only be liable for damages that were foreseeable at the time the contract was concluded, and which constitute the immediate and direct consequence of non-performance, within the meaning of Articles 1231-3 and 1231-4 of the French Civil Code.
Indirect, intangible or consequential loss, including but not limited to loss of profit, loss of market or loss of opportunity are expressly excluded from the compensation due by the Operator.
For all other matters, damages and interest are strictly limited in accordance with the amounts set out below. These liability caps constitute the consideration for the liability assumed by the Operator.

7.1 - Liability arising from the acts of substitutes
The liability of the Operator shall be limited to that incurred by subcontractors in the context of the entrusted operation. Where the indemnity limits applicable to intermediaries or substitutes are not known or do not result from mandatory statutory provisions, they shall be deemed identical to those set out in Article 7.2 below.

7.2 - Personal liability of the Operator:
The compensation limits set out below constitute the consideration for the liability assumed by the Operator (all amounts are expressed exclusive of VAT and any similar taxes).

7.2.1 - Loss and damage
In all cases where the personal liability of the Operator is incurred, for any cause and in any capacity whatsoever, compensation shall be limited as follows:
a) for loss and damage attributable to a transport operation where the Operator acted as carrier, to the statutory or regulatory limits applicable to the transport concerned, capped at EUR 50,000 per event;
b) for loss and damage occurring during an operation where the Operator did not act as carrier, to EUR 14 per kilogram of gross weight of missing or damaged goods, without exceeding, whatever the nature, volume, dimensions or value of the goods concerned, the product of the gross weight of the consignment expressed in tonnes multiplied by EUR 2,300, capped at EUR 50,000 per event;
c) for loss and damage occurring during a logistics operation, to EUR 14 per kilogram of gross weight of missing or damaged goods, without exceeding the product of the gross weight of the consignment expressed in tonnes multiplied by EUR 2,300, capped at EUR 50,000 per event, subject to any agreement to the contrary between the parties.

7.2.2 - Other damage
For all other damage, including in the event of duly established delivery delays, where the personal liability of the Operator is incurred, compensation shall be limited to the price of the transport (excluding duties, taxes and miscellaneous charges) or to the price of the service giving rise to the loss.
Such compensation shall not exceed that due in the event of loss or damage.
For all damage resulting from failure in the performance of the logistics service giving rise to the contract, compensation due by the Operator shall be limited to the price of the service giving rise to the loss and shall in any event not exceed EUR 50,000 per event.
In no event may the liability of the Operator exceed the amounts set out above..

7.3 - Customs, fiscal and/or excise operations
The liability of the Operator for any customs, fiscal and/or excise operation, whether performed by it or by its substitutes, shall not exceed EUR 3,000 per customs declaration, EUR 30,000 per adjustment year, and in any event EUR 60,000 per adjustment notice.

7.4 - Quotations
All quotations, service offers and/or published general tariffs are established and/or published considering the liability limits set out above.

7.5 - Declared value or insurance
The Principal has the option to submit a declaration of value, set by it and accepted by the Operator. This declaration has the effect of substituting the declared amount for the liability limits referred to above, in consideration of a price increase.
The Principal may also instruct the Operator, under the conditions set out in Article 4 (insurance of goods), to take out insurance on its behalf, specifying the risks to be covered and the values to be guaranteed, against payment of the corresponding premium.
The instructions (declaration of value or insurance) must be renewed for each operation.

7.6 - Special interest in delivery
The Principal may declare a special interest in delivery, set by it and accepted by the Operator, which, in the event of delay, shall substitute the declared amount for the liability limits referred to above, in consideration of a price increase.
Such declaration must be renewed for each operation.

7.7 - Cyber risks
No liability shall be incurred by the Operator in the event of cyberattack or attempted cyberattack affecting the Operator or those for whom it is responsible.

7.8 - Storage and warehousing
Any storage/warehousing operation is subject to the issuance of an inbound receipt or the signature of a deposit agreement upon taking charge of the goods.
Cross-docking carried out within the framework of a transport operation shall not constitute a storage or warehousing service unless such documents are issued.

Article 8 - SPECIAL TRANSPORTS
For special transports (transport in tanks, transport of indivisible items, transport of perishable goods under controlled temperature, transport of live animals, transport of vehicles, transport of goods subject to specific regulations, in particular the transport of dangerous goods, etc.), the Operator shall make available to the shipper appropriate equipment, under the conditions previously defined by the Principal.

ARTICLE 9 - PAYMENT TERMS

9.1 - Service fees are payable in cash upon receipt of the invoice, without discount, at the place of issue. The Principal guarantees their payment.

9.2 - Unilateral compensation for the amount of alleged damages on the price of services due is prohibited.

9.3 - If payment terms are granted, they may not, under any circumstances, exceed thirty days from the date of issue of the invoice for all services performed by freight forwarders and road hauliers, as well as for all services performed by shipping and/or air freight agents, customs brokers, freight brokers and freight forwarders in accordance with the provisions of Article L.441-6 paragraph 11 of the French Commercial Code.

9.4 - TAny delay in payment shall automatically result, on the day following the payment date stated on the invoice, in the payment of late payment interest at a rate equivalent to twelve percentage points per annum, calculated in accordance with the terms set out in Article L. 441-6 paragraph 12 of the French Commercial Code, as well as a fixed compensation for recovery costs in the amount of EUR 40 in accordance with Article D.441-5 of the French Commercial Code, without prejudice to any compensation, under the conditions of common law, for any other damage resulting directly from this delay.

9.5 - Any partial payment, on the agreed due date, shall be applied first to unsecured portion of the debt.
Failure to pay a single instalment shall automatically result in the forfeiture of the term, with the balance becoming immediately due and payable, even in the event of acceptance of bills of exchange.
The Operator reserves the right to suspend services in case of non-payment.

ARTICLE 10 - CONTRACTUAL LIEN

Regardless of the capacity in which the Operator acts, the Principal expressly acknowledges and grants to the Operator a contractual lien, including a right of retention and priority, general and permanent, over all goods, valuables and documents in the possession of the transport operator, as security for the full settlement of all claims (invoices, interest, costs incurred, etc.) held by the Operator against Principal, even where such claims arise prior to or are unrelated to the operations performed in respect of the goods, valuables and documents actually held by the Operator..

ARTICLE 11 - LIMITATION PERIOD

All actions to which the contract concluded between the parties may give rise shall be time-barred after a period of one year from performance of the disputed service under said contract and, with regard to duties and taxes recovered a posteriori, from the date of notification of the adjustment.
In the event of a recourse action, the Operator shall have a minimum period of three months to exercise its right of recourse against the Principal, to the extent permitted by applicable law.

ARTICLE 12 - DURATION AND TERMINATION

12.1 - In the event that the Principal and the Operator enter into an open-ended contract intended to govern the ongoing business relationship the parties wish to establish between them, such contract may be terminated at any time by either party by registered letter with acknowledgement of receipt, subject to a notice period that shall begin to run from the date of execution of the contract and shall not be less than one month.
Such notice period shall be increased by one additional month per year of business relationship beyond two years, without however exceeding a maximum of six months.

12.2 - During the notice period, the parties undertake to maintain the economic balance of the contract.

12.3 - In the event of serious or repeated breaches by one of the parties of its obligations, the other party may send a formal notice by registered letter with acknowledgement of receipt.
If such formal notice remains without effect within a period of one month from its receipt, the contract may be terminated definitively, without notice or compensation, by registered letter with acknowledgement of receipt, without prejudice to any accrued rights.

12.4 - All actions relating to the termination of the contract shall be time-barred after one year, in accordance with the provisions set out in Article 11 (Limitation Period).

ARTICLE 13 - CANCELLATION - INVALIDITY

In the event that any provision of these General Terms and Conditions of Sale is declared null and void or deemed unwritten, all other provisions shall remain applicable.

ARTICLE 14 - GENERAL DATA PROTECTION REGULATION COMPLIANCE CLAUSE

The Parties undertake to comply with French and European regulations relating to the protection of personal data.
The Parties further undertake to take all necessary measures to ensure that the collection and processing of personal data are carried out in compliance with the applicable legal texts.
In this respect, each Party guarantees respect for the rights of access, rectification, restriction, portability, erasure and objection in relation to personal data.

ARTICLE 15 - COMPLIANCE, SANCTIONS AND ANTI-CORRUPTION

The Parties comply with regulations relating to competition law, financial transparency, prevention of conflicts of interest and anti-corruption.

15.1 - The Parties undertake, both on their own behalf and on behalf of their staff, to comply with the internal procedures, laws and regulations, as well as international and European standards applicable to them, relating in particular to anti-corruption and the prevention of influence peddling.
Each Party warrants that neither it nor its staff has granted or will grant any offer, remuneration, payment or benefit of any kind whatsoever that could constitute or facilitate an act of corruption.

15.2 - The Parties undertake, on the one hand, to inform each other without delay of any fact that comes to their knowledge that may incur their liability under this clause and, on the other hand, to provide assistance in responding to requests from duly authorised authorities.

15.3 - Any breach by the Principal of the provisions of this clause shall be considered a serious breach authorising the Operator to terminate the relationship without notice or compensation.

15.4 - Where the Operator is subject to a national, European or international sanctions regime, it shall not incur any liability if it is no longer able to perform its contractual obligations.

15.5 - The Principal expressly declares that it is not subject to any national, European or international sanction.

Article 16 - JURISDICTION AND GOVERNING LAW

In the event of any dispute or claim, only the courts having jurisdiction over the registered office of the Operator shall have jurisdiction, even in the event of multiple defendants or third-party proceedings.
In the event of any dispute or claim, French law shall apply exclusively.

These General Terms and Conditions of Sale replace those published on 1 January 2022 and shall come into force on 1 January 2026 (the first of January two thousand and twenty-six)