GENERAL TERMS AND CONDITIONS OF SALE GOVERNING OPERATIONS UNDERTAKEN BY TRANSPORTATION AND/OR LOGISTICS OPERATORS

Article 1 - PURPOSE AND SCOPE

The purpose of this text is to define the terms of execution by WIGO Logistics SAS in his quality of ("OTL"), in whatever quality whatsoever (Agent, Freight Forwarder, Broker, Warehouse Agent, Carrier, etc...) , activities and services relating to the physical movement of goods of all kinds, from all sources, for all destinations, for a freely agreed price ensuring fair remuneration for the services rendered, both domestic and international. Any engagement or any transaction whatsoever with WIGO Logistics implies acceptance, without any reservations, by the originator of the conditions defined below. Whatever the transport used, these conditions govern the relationship between the ordering party and WIGO Logistics. The terms and notions used in the French version of these General Terms and Conditions are defined as per French standard regulatory agreements in force. The General Terms and Conditions prevail over any other general or special term and condition issued by the Instructing Party. Where special terms and conditions are agreed with the Instructing Party, and unless otherwise provided, the General Terms and Conditions are applicable. WIGO Logistics performs the services requested under the conditions provided in particular in article 7 below. No particular condition, nor other general conditions derived from the Prime contractor can, except formal acceptance of WIGO Logistics, prevail on the present conditions. For the purposes of these general conditions, the following terms are defined as follows:

CLIENT :

By client, we mean the party that contracts the service with the transport and / or logistics operator.

TRANSPORT AND LOGISTICS OPERATOR:

hereinafter OTL, we mean the party (Agent, Freight Forwarder, Logistics Provider, Broker of Transport, Warehouse Agent, Carrier, etc.) which concludes a transport contract with a carrier to whom it entrusts the execution of all or part of the transport operation and / or which concludes a logistics service contract with a substitute, when it does not itself perform the said services.

FREIGHT FORWARDER:

by freight forwarder means any service provider who organizes and has executed under his responsibility and in his own name, in accordance with art L 132-1 of the Commercial Code, a transport of goods according to the modes and the means of his choice on behalf of a principal.

LOGISTICS OPERATOR:

by Logistics Operator, we mean any service provider who organizes, performs or has performed under his responsibility and in his own name, in accordance with art L132-1 of the French Commercial Code, any operation intended to manage physical flows of goods, as well as related documentary and information flows.

CARRIER:

by carrier, we mean the carrier who is bound by the initial transport contract concluded with the ordering party or the freight forwarder.

SHIPMENT:

set of goods packaged (pallets, containers, etc.) or not made available to the O.T.L. and taken up on the same title for the same shipment.

PARCEL:

parcel means an object or a material assembly composed of several objects, whatever their weight, dimensions and volume, constituting a unit load delivered to the O.T.L. (cardboard, case, container, burden, roll, pallet strapped or filmed by the ordering party, etc.) conditioned by the sender before taking charge even if the content is detailed in the delivery document.

Article 2 - PRICE OF SERVICES

The prices are calculated on the basis of the information provided 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 and the route. Quotes are based on the currency rate at the time they are given. They also depend on the conditions and prices of subcontractors as well as the laws, regulations and international conventions in force. If one or more of these basic elements were modified after submission of the quotation, including by the substitutes of the O.T.L. opposite of the latter, and on evidence provided by it, the prices given by the quotation would be modified under the same conditions, it would be the same in the event of any unforeseen event involving in particular the modification of the planned transport routes. THE PRICES DO NOT INCLUDE: the duties, taxes, fees and charges due in application of any regulation, in particular tax or customs (such as entry fees, stamps, etc.).

Article 3 - INSURANCE

No insurance is taken out by the O.T.L., without a written and repeated order from the ordering party for each shipment, specifying the risks to be covered (ordinary and special) and the values to be guaranteed. In the absence of a precise specification, only ordinary risks will be insured. If such an order is given, the O.T.L acting on behalf of the client, takes out insurance with an insurance company known to be solvent at the time of cover. Acting as an agent, the O.T.L cannot in any case be considered as an insurer. The conditions of the policy are deemed, known and approved by the senders and recipients who bear the cost. An insurance certificate will be issued. The customer who covers the transport risks by himself, must specify to his insurers that they cannot claim to exercise their recourse against the O.T.L. only within the limits specified in article 7 below.

Article 4 - PERFORMANCE OF SERVICES

Temporary workers and subcontractors chosen by the O.T.L. are deemed to have been approved by the client. The departure and arrival dates possibly communicated by the O.T.L. are given for information only. The customer is obliged to give the necessary and precise instructions in good time to the O.T.L. for the execution of transport and ancillary services. The O.T.L. does not have to check the documents (commercial invoice, packing note, etc.) provided by the customer. All restrictive instructions on delivery (cash on delivery, etc.) must be the subject of a written and repeated order for each shipment and the express acceptance of the O.T.L. In any event, such a mandate is only an accessory to the main transport and / or logistics service.

Article 5 - OBLIGATION OF THE CONTRACTOR

The goods must be delivered, conditioned, packaged, marked, labeled so that it can support the operations entrusted and be delivered to the recipient in accordance with the instructions given to the O.T.L. and under normal conditions. The responsibility of the O.T.L. cannot be held liable for all the consequences resulting from the absence, insufficiency or defective packaging of the packaging, marking and / or labeling, lack of sufficient information on the nature and the specifics of the goods. For consignments with a value greater than EUR500,000 the client must declare the value of the goods to the O.T.L., in accordance with art 7-2-3. In the event of loss, damage or any other damage suffered by the goods, or in the event of delay, it is up to the recipient or the receiver, to make regular and sufficient observations, to take the legal reservations with regard to the carrier and in general to carry out all the acts necessary for the conservation of the remedies in the legal forms and deadlines, failing which otherwise, no recourse can be brought against the OTL Client orderers will bear only the consequences whatever they may be, resulting from erroneous, incomplete, inapplicable or late declarations or documents. In the event that customs operations are carried out on behalf of the client by the O.T.L. the originator guarantees the customs agent of all the financial consequences arising from erroneous instructions, inapplicable documents etc ... generally leading to the liquidation of additional duty and / or taxes, almonds etc ... of the administration concerned. In the event of refusal of the goods by the recipient, as in the event of failure of the recipient for any reason whatsoever, all the initial and additional costs due and incurred by the O.T.L. will remain the responsibility of the principal.

Article 6 - DELIVERY TIMES

No compensation for delay in delivery is due if no imperative date has been expressly requested by the principal and accepted by the O.T.L. In this case, compensation may only be awarded if a delivery notice has been sent to the O.T.L. by the customer by registered letter with acknowledgment of receipt.

Article 7 - LIABILITY OF WIGO LOGISTICS SAS

7-1 Liability for substitutes

The responsibility of WIGO Logistics in its capacity as O.T.L. is strictly limited to that incurred by its subcontractors (carriers, agents, companies and their substitutes) in the context of the operation entrusted to it. When the compensation limits for intermediaries or substitutes are not known or do not result from mandatory or legal provisions, they are deemed to be identical to those of the O.T.L. 7-2 Personal responsibility of the O.T.L.

7-2 Personal responsibility of the O.T.L.

7-2-1 Loss and damage

In cases where the proper responsibility of the O.T.L. would be engaged, for any reason and for any reason whatsoever, it is strictly limited:

a) For damage to the goods attributable to the transport operation as a result of loss and damage, and for all consequences that may result, to the compensation limit set in the legal and regulatory provisions in force and applicable to the transport considered .

b) In the event that the damage to the goods and the container, or all the consequences that may result therefrom, are not attributable to the operation at EUR14 per kilogram of gross weight of missing or damaged goods, without being able to exceed, whatever the weight, volume, dimensions, nature or value of the goods concerned, an amount greater than the product of the gross weight of the goods expressed in tonnes multiplies by EUR2,300 with a maximum of EUR50,000 per event.

7-2-2 Other damage

For all other damages, both direct and indirect (including those caused by the delay in delivery, OTL's liability is limited to the price of the service causing the damage (duties, taxes, fees, miscellaneous fees excluded) subject to In no case may this indemnity exceed that which is due in the event of loss or damage to the goods, without being able to exceed a maximum of EUR 50,000 per event.

Delays :

In accordance with art L 133-2 of the Commercial Code, WIGO Logistics may limit its liability for a delay attributable to it. In the event of damage resulting from a delay, the responsibility of WIGO Logistics. is conventionally limited to half the cost of the service provided, unless the delay is due to force majeure. Demurrage / detention: In the event of delay in the return of empty containers noted in relation to the return period agreed with the customer or in the case of possession of a container resulting in delay and damage to the customer. The compensation conventionally due by WIGO Logistics may not exceed 1euro per container per day, without the claim not being able to exceed the residual value of the container in question.

7-2-3 Declaration of value or insurance

When the value of the goods, object of the contract, exceeds the limits of responsibilities above, the principal can:

- Or bear in the event of loss or damage the difference between the liability limits of the O.T.L. and the value of the goods
- Or subscribe to a declaration of value which, fixed by him and accepted by the O.T.L. will raise the limitations of liability for loss or damage to the amount of the said declaration of value, and will result in the collection of an additional cost.
- Or give instructions to the O.T.L. in accordance with article 3, to take out insurance on its behalf, specifying the risks and values to be insured, these instructions to be renewed for each shipment. It is recalled that for shipments whose value is greater than EUR500,000, the ordering party is obliged to declare the value of the goods to the O.T.L. so that the latter can take the measures that seem necessary to the proper performance of the service entrusted to him, failing this and in particular in the event of gross negligence against the OTL, this amount will constitute the maximum amount can be claimed.

7-2-4 Quotation:

Any quotation, punctual price offer and general prices are established and / or published considering the limitations of liability set out above.

Article 8 – SPECIAL TRANSPORT

8-1 Confirmation of the order

In case of acceptance :
-the customer must return the estimate and/or the final bill dated, signed and stamped
-the customer acknowledges having read and understood the present general conditions of sale visible on our website: WWW.WIGOLOGISTICS.COM

8-2 Cancellation terms for non-events, non-withdrawal of cargo and costs

a) On time cancellation free of charge

Cancellation is free of charge if announced by the customer 5 days before the shipping date

b) Late cancellation

In Case of late cancellation
- 96 hours before shipping the client will be charged 25% of the full estimate and/or bill
- 72 hours before shipping the client will be charged 50% of the full estimate and/or bill
- 48 hours before shipping the client will be charged 75% of the full estimate and/or bill
- 24 hours before shipping the client will be charged 100% of the full estimate and/or bill

c) Cases of non-manifestation and non-withdrawal

In the event of a no-show and/or no collection of the goods at the origin and/or destination within the time limits set, demurrage and port or airport terminal charges will be passed on to you in full, with an additional charge of 15%.

Article 9 - SPECIAL TRANSPORT

For special transport (under controlled temperatures, dangerous goods, etc.), the O.T.L. provides the sender with suitable equipment under the conditions which have been previously defined by the client, who is responsible for the choice of this material.

Article 10 - PAYMENT CONDITIONS

The services are payable CASH ON RECEIPT OF THE INVOICE WITHOUT DISCOUNTS at the place of their issue, even in case of loss and damage or delay at the place of their issue. Any compensation on the regulations of the O.T.L. is strictly prohibited, only prior agreement of the latter. In accordance with the law of modernization of the economy of August 04, 2008 (LME n ° 2008-776) and transposed to article 441-6 of the commercial code, the invoices are payable at the latest within 30 days to from the date of the invoice (article L.144-6 of the French commercial code).
No discount will be granted in the event of early payment. In accordance with art. L 441-6, al of the commercial code non-compliance with agreed deadlines will automatically result in the application of late payment penalties equal to 3 times the legal interest rate in force, without the need to prior notice.
Any unpaid invoice within 8 days of sending a formal notice by registered letter will also be increased by 15% of the principal amount as a lump sum penalty clause. The total or partial non-payment of an invoice with only one due date implies, without formalities, expiry of the term resulting in the immediate payment due without notice, of all sums due, even at term.

Article 11 - CONVENTIONAL PLEDGE

Whatever the totality in which the OTL intervenes, the client expressly recognizes a conventional right of pledge carrying right of retention and preferably general and permanent on all goods, securities and documents in possession of the OTL, and this as a guarantee of all the receivables (invoices, interest, costs incurred, etc.) that the OTL holds against it, even prior to or foreign to the operations carried out with regard to said goods, securities and documents.

Article 12 - ATTRIBUTIVE JURISDICTION CLAUSE

In the event of litigation or dispute, only the Commercial Court of BOBIGNY is competent, even in the event of plurality of defendants or calls in guarantee.