GENERAL TERMS AND CONDITIONS OF SALE LOGISTICS SERVICES

ARTICLE 1 - Scope 

These General Terms and Conditions of Sale ("GTCs") constitute, in accordance with article L. 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the Parties. 

The GTCs govern any order, commercial proposal or quotation relating to all or part of the logistics services provided by IDEA LOGISTIQUE (hereinafter the "Service Provider"):

•  Receipt, warehousing, storage, dispatch and delivery of goods, documentary, IT and administrative management associated with these flows, stocks and dispatches, inventory management, supply of IT resources belonging to the Service Provider, human resources and management of the quality processes for the Services.
•  And, in general, all related logistics and handling activities. 

Within this framework, the purpose of the GTCs is to define the terms and conditions under which the Service Provider provides professional clients (the "Client” or "Clients") with all or part of the services referred to above and/or described in any quotation or commercial proposal sent by the Service Provider to the Client (the "Services"). 

Any Order implies the Client's acceptance of these GTCs, which are thus expressly approved by the latter, which declares and acknowledges having perfect knowledge of them, and thus waives the right to rely on any other document, in particular, its own terms and conditions of purchase, which shall be unenforceable against the Service Provider, even if the latter is aware of them. 

In accordance with the regulations in force, these GTCs are systematically communicated to any Client who requests them, to enable it to place an order with the Service Provider. They cancel and replace any document relating to the same subject previously exchanged between the Parties. 

All information provided by the Service Provider is given for information purposes only and may be modified at any time. The Service Provider is also entitled to make any changes to the information deemed useful at any time, which the Client acknowledges and accepts.

Any deviation from these GTCs necessarily requires an express agreement, in writing and signed by a person duly authorised to represent the Service Provider by drawing up special general terms and conditions of sale, a quotation and/or a specific commercial proposal, where applicable. Any deviation or specific provision proposed by the Client, at any time and in any form whatsoever, which derogates from and/or supplements these GTCs and which has not been duly accepted in writing by a duly authorised representative of the Service Provider, shall be deemed unenforceable. 

The Client and the Service Provider may hereinafter be referred to individually as a "Party" or collectively as the "Parties". 

ARTICLE 2 - Orders for Services 

2.1. Terms of the Order Orders 

("Orders") refer to the purchase of Services from the Service Provider by the Client. Orders are only valid once a quotation and/or commercial proposal has been drawn up by the Service Provider and accepted by the Client, using any means. 

2.2. Modification / Cancellation of the Order 

Any modification or cancellation of the Order by the Client can only be taken into consideration if it is received, in writing, before the start of the Services. 

Any changes to the Order requested by the Client will only be taken into account, within the limits of the Service Provider's possibilities and at its sole discretion, after the Client has signed a new specific order form, which may involve an adjustment to the price and timeframe of the Services, if applicable. 

If it is not possible to comply with these requests for changes, the Service Provider will inform the Client, using any means, of the reasons for the refusal to accept them. The Service Provider therefore undertakes to perform the Services that were the subject of the original Order, and the Client to pay the corresponding price.

 The Service Provider reserves the right to decline to accept the modification of the Order for legitimate reasons only, in particular if the deadline clearly does not allow the Services to be performed.

The Service Provider shall not be held liable in respect of the performance of the Services vis-à-vis third parties to the Order, including the Client's end customers, such liability being the sole responsibility of the Client. 

Should the Client cancel the Order, the Client shall pay the Service Provider, in accordance with the terms and conditions set out herein, the amount corresponding to the proportion of the Services performed, without prejudice to any damages that the Service Provider may obtain as a result of the loss suffered as a result of the cancellation of the Order.

ARTICLE 3 - Conditions for Performance of the Services 

3.1. Service Provider Obligations 

(i) Compliance with Deadlines 

The Service Provider undertakes to perform the Services within the period specified in the Order or any other element expressly agreed between the Parties, where applicable. 

The Services will be provided over a working period and Business Days, which are the days actually worked, from Monday to Friday, excluding weekends and public holidays in France (the "Business Days"). 

The Services will be performed at the location indicated on the Order drawn up by the Service Provider. 

(ii) Service Quality 

The Service Provider undertakes to perform the Services in accordance with the Order. 

The Client has a period of seven (7) days from the provision of the Services to express any reservations or complaints in writing, by sending all the relevant supporting documents to the Service Provider. No claim can be validly accepted if the Client does not comply with these formalities and deadlines. 

The Service Provider will, as far as possible, at its own expense and in accordance with the appropriate deadlines and procedures approved by the Client, rectify the Services whose lack of conformity has been justified by the Client and accepted by the Service Provider. 

In the absence of reservations or complaints expressly made by the Client upon receipt of the Services, the latter shall be deemed to be in conformity with the Order, in terms of quantity and quality. 

The Service Provider shall not be accountable for the reliability of stocks unless the Client first provides the Service Provider with controlled, secure and exclusive access to the stock by the Service Provider's personnel. 

(iii) Information and Cooperation 

The Parties agree that, at the Client's request, the Service Provider shall provide the Client with all information concerning the Services and the manner in which they are to be performed, so that the Service Provider can define the appropriate Services. 

It is the Client's responsibility to inform the Service Provider expressly, as soon as possible before the performance of the Services, of any specific and/or particular or exceptional constraints attached to the goods which are the subject of the Services and defined in the Order (“Goods Entrusted”). This may include the presence of moving (mobile, sliding, etc.) or non-mechanically clamped parts, specific positioning or stowage, and any other specificity that must be expressly indicated so that the Service Provider can take the necessary measures adapted to the packaging and handling of this type of Goods Entrusted. 

The Service Provider shall not be liable for any delay or suspension of performance of the Services attributable to the Client or a third party, for any harmful consequences arising from the absence of express information on the existence of the above mentioned specificities and/or particular or exceptional constraints, or for any force majeure. 

The choice and purchase of a Service is the sole responsibility of the Client, particularly in terms of the relevance of the purchase to their needs. 

(iv) Provision of Information Systems by the Service Provider 

Where applicable, the Service Provider shall provide the Client with hardware and/or software tools and applications, whether developed by the Service Provider or acquired from third parties, that meet the requirements set out in the specifications, hereinafter referred to as the “Service Provider's IT Resources”, the rules for use of which are defined exclusively by the Service Provider. 

The Parties agree that the deadline for making the said tools available will be defined according to the technical specifications expressly requested by the Client. In this respect, the Client undertakes to: 

• Co-sign the Security Assurance Plan proposed by the Service Provider and adapted to the Client's context,
• Participate in an Information System Security meeting where appropriate, in order to discuss any deviations from the Security Assurance Plan requiring remediation by the Parties, 
• Not to modify, reverse-engineer, copy or distribute the Service Provider's IT Resources, or allow unauthorised third parties to access them, 
• Immediately and expressly inform the Service Provider of any anomaly, security breach or unauthorised use of the Service Provider's IT Resources. 

The Client undertakes to use the Service Provider's IT Resources in accordance with good security practice and not to modify their configuration. 

Where the IT tools and applications include software solutions acquired by the Service Provider from third parties (e.g. WMS), their use is also subject to the general terms and conditions of the supplier concerned. The Service Provider shall not be held liable for any obligations or limitations imposed by these third-party conditions.

3.2. Client Obligations 

(i) Prior Information Obligation 

The Client undertakes to provide all the information referred to in Article 3.1. (iii) and to declare the exact nature and specific features of the Goods Entrusted when the latter require special provisions, particularly in view of their value and/or the specific features that they may represent, their dangerousness or their fragility. 

In addition, the Client expressly undertakes not to hand over to the Service Provider any Goods Entrusted that are illegal or prohibited by current French regulations, including in particular but not limited to, counterfeit Goods Entrusted or narcotics. 

The Client alone shall bear, without recourse against the Service Provider, the consequences, whatever they may be, resulting from erroneous, 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. 

(ii) Customs Formalities 

Any handling, customs and insurance operations are at the expense and risk of the Client, which is responsible for checking shipments on arrival and, if necessary, reserving its rights of recourse against the carriers. 

In the event of shipment by the Service Provider, whether or not at the express request of the Client, the shipment shall be carried out in accordance with the conditions set out in the Order previously drawn up by the Service Provider, under the Client's sole responsibility, the Service Provider acting exclusively as the Client's agent, and subject to the carrier's full liability under the conditions of the French regulations in force. 

Under no circumstances can the Service Provider be held responsible for the mode of transport chosen by the Client, if any, and the rate applied by the carrier.

ARTICLE 4 - Health, Safety and the Environment (HSE) 

The Service Provider is responsible for the proper performance of the Services, as well as for selecting the means to be used for such proper performance in compliance with the Health, Safety, and Environment rules established in accordance with French regulations in force. 

The Service Provider undertakes to perform the Services in a professional manner and with all due care and, in particular, to comply with the applicable rules of the trade specific to each type of Service performed and with the specifications set out in the Order. 

The Service Provider undertakes to perform the Services in accordance with the safety and service quality criteria, as well as with the Risk Prevention Plan(s) drawn up before the start of the Services, where applicable. 

During the performance of the Services, the Service Provider undertakes to: 

• comply with the safety instructions set out in the Risk Prevention Plan(s) drawn up with the Client, and ensure that its employees comply with them,
• take all necessary safety measures to provide a safe and healthy working environment, in order to avoid any risk to the health and safety of its Client's employees, its own employees, its subcontractors, where applicable, neighbouring populations and users of its products, 
• comply with all regulations and standards applicable to the performance of the Services, 
• report any anomaly or incident observed on the site to the Client.

If the Services are performed on the Client's site and/or premises, the Service Provider also undertakes to: 

•  comply with the site's internal regulations and all health, safety and traffic regulations in force on the site, 
• comply with the operating and safety rules of the premises and the site, 
• sign a prevention plan and a safety protocol to be renewed regularly, with the Client, at the latter's request, on the date of commencement of the Services when these are performed on the Client's site. 

The Client may provide the Service Provider with its own equipment for use by the Service Provider in the performance of the Services. Such a request by the Client is made on the assumption that the Client has imperatively carried out all the regulatory checks required on each item of equipment, irrespective of the nature thereof, which the Client acknowledges and accepts. If the said checks reveal anomalies or non-compliance, the corresponding equipment may not be made available to the Service Provider by the Client. 

Where applicable, if the provision of equipment and/or floor space(s) between the Parties is necessary for the performance of the Services, the Parties agree to enter into an agreement for the provision of equipment and/or floor space(s).

ARTICLE 5 - Prices 

The Service Provider’s prices and conditions are those in force on the date of the Order, in accordance with the quotation and/or commercial proposal previously drawn up by the Service Provider and accepted by the Client, which undertakes to read it beforehand. 

The prices are indicated for information only, are expressed in euros (€), exclusive of tax and may be modified at any time by the Service Provider. An invoice is issued by the Service Provider and given to the Client once the Services have been completed. 

The conditions for determining the cost of Services whose price cannot be known a priori or indicated with accuracy, as well as the method of calculating the price enabling the latter to be verified, will be communicated to the Client or will be the subject of a detailed quotation, at the Client's request, in accordance with French regulations in force. 

The prices of the Services are indexed annually on the anniversary date of the Order, according to the revision indices defined in the quotation and/or the commercial proposal of the Service Provider, namely the following indices, applicable, where appropriate, according to the nature of the Services: 

• Labour TLF Service Index, for labour. 
• Storage TLF Storage Index, for the storage of goods, real estate and related energy costs. 
• Composite TLF Composite Index, for the overall service (labour, real estate, average equipment). 
• Transport Commercial diesel index Index fixed by the French National Roads Committee ("CNR") including average and diesel indices In the event of subcontracting, where applicable, the Client undertakes to refer to the conditions of the carrier concerned. 
• Packaging Untreated wood: SEILA index Imported plywood (Eliotis): SEILA index 

If, for any reason whatsoever, the above-mentioned indices defined for the annual review cease to be published, the review will be based on the latest published index. If the latter is not published, the Parties agree to meet to select the most relevant benchmark index, where applicable. 

Any tax, duty, fee or other service to be paid in application of the French regulations in force, or those of an importing or transit country shall be borne by the Client. 

In addition, prices may be adjusted by the Service Provider in case of a significant change in the performance of the Services, especially an increase in the prices of raw materials, the introduction of a specific administrative measure, the occurrence of serious political, economic or financial events which the Parties had not included in their projections which result in detrimental economic loss for the Service Provider. 

For this reason, the Service Provider undertakes to inform the Client by any written means of their request for a price adjustment, and the circumstances thereof.

Hence, the Parties undertake to meet within sixty (60) days of receipt of the notification to jointly define the terms and conditions for the continuation of the Services.

ARTICLE 6 - Terms of Payment 

Unless otherwise specified on the Order, the payment terms granted by the Service Provider are as follows. 

6.1. Payment Deadlines 

Each invoice must be paid by the Client by bank transfer within thirty (30) days of the month end from the date of the invoice issued by the Service Provider, which must be drawn up in accordance with current French regulations and is accompanied by any supporting documents. 

6.2. Late Payment Penalties 

In the event of late payment by the Client, late payment penalties calculated at the monthly rate of ten per cent (10%) of the amount, inclusive of all taxes, of the price of the Services appearing on the said invoice, will be automatically and by operation of law payable to the Service Provider, without any formality or prior formal notice. 

In addition, a fixed compensation for collection costs of forty (40) euros will be due in case of payment after the agreed date. 

Late payment shall result in the immediate payment of all sums due to the Service Provider by the Client, without prejudice to any other action that the Service Provider may be entitled to take against the Client in this respect. 

The Client may not validly offset any amounts owed to the Service Provider in respect of the performance of the Services, which the Client acknowledges and accepts.

ARTICLE 7 - Liability 

7.1. Service Provider’s Liability 

The Service Provider is liable for any direct consequential damage, where such damage results from a fault attributable to the Service Provider, their staff or their subcontractors in respect of one or several services under these GTCs. 

7.2. Limitation of the Service Provider's Liability 

The liability of the Service Provider for all damages combined in respect of the Services defined in these GTCs is limited to the sum of five hundred thousand euros (€500,000) per damage and per year, above which amount no legal action may be taken by the Client or the Client's insurers against the Service Provider or their insurers. 

The Service Provider cannot be held liable by the Client for any indirect damage whatsoever in respect of the Services. 

7.3. Client Commitment 

The Client undertakes not to hold the Service Provider liable for any delay in the performance of the Services, when such delay is not attributable to the Service Provider, and consequently undertakes to pay the Service Provider within the terms and deadlines set out in these GTCs, notwithstanding any delays attributable to the Client and/or third parties other than the Service Provider's subcontractors and suppliers.

ARTICLE 8 - Insurance

8.1. Insurance taken out by the Service Provider 

Professional Civil Liability, applicable to logistics handling operations 

The Service Provider must be covered against all risks arising from their professional civil liability, up to a limit of five hundred thousand euros (€500,000) per damage and per year. 

The insurance policy taken out by the Service Provider shall cover bodily injury, property damage and consequential loss that may be attributable to the Service Provider, in connection with the performance of the Services, excluding transport and storage operations. 

In return, the Client undertakes to waive all claims, and to make sure its insurers also waive all claims against the Service Provider, in the event of material or immaterial damage following total or partial loss or damage, for the part of the compensation which exceeds the aforementioned amounts. 

The Service Provider agrees to take out and maintain in force insurance policies covering damages listed above attributable to them, in respect of its professional civil liability as resulting from their obligations under the Order.

Contractual liability applicable to transport operations, where applicable 

The Service Provider must be insured against risks arising from their Contractual Liability. 

The insurance policy taken out by the Service Provider shall cover direct and indirect damage to the goods or objects transported under a waybill, with the limitations provided for in standard goods contracts under the Loi d'orientation des transports intérieurs ("LOTI") or the Geneva Convention on the Contract for the International Carriage of Merchandise by Road ("CMR"). 

In addition, each Party agrees to provide at any time at the request of the other Party, a certificate of insurance testifying the coverage of risks mentioned above. The Service Provider shall have the express obligation to inform the Client of any loss as soon as possible, as from the occurrence of such loss.

8.2. Insurance taken out by the Client 

The Client shall take out an insurance policy against property damage, to cover all movable and immovable property, in all locations, including Goods entrusted to them under the Order. Such insurance policy shall cover damages including fire, explosion, natural disasters, water damage, theft and associated risks. 

In the event of a claim covered by this insurance policy, the Client and/or their representatives undertake to waive all claims against the Service Provider and their insurers, regardless of the nature of the damage. The Client and/or their representatives also undertake to guarantee the same waiver of claims from their insurers.

ARTICLE 9 - Non-Solicitation of Personnel, Exclusivity and Non-Compete Clause 

Each of the Parties agrees not to hire or employ, directly or through intermediaries, any collaborator or employee of the other Party, without the latter's prior written agreement. 

Each of the Parties undertakes not to attempt, for whatsoever reason, directly or indirectly, to persuade or incite the employees of the other Party to leave their company. 

These undertakings are valid for the entire duration of application these GTCs and for a minimum period of two (2) years after their expiry. 

In the event of failure to comply with this clause, the Parties agree that the aggrieved Party will charge a penalty fee corresponding to the gross annual salary offered to the employee by the new employer, or any other amount expressly defined between the Parties, as the case may be, which the Parties acknowledge and accept.

ARTICLE 10 - Intellectual Property 

The Service Provider shall remain the owner of all intellectual property rights in the Services, notwithstanding any request by the Client, for the performance of such Services to the Client, including all intellectual property rights in the Service Provider's IT Resources developed by the Service Provider. 

The Client therefore undertakes not to reproduce, adapt, translate, modify or exploit the said studies, drawings, software, IT resources developed by the Service Provider, models and prototypes, etc., without the express prior written authorization of the Service Provider, which may make such authorization conditional upon financial compensation. 

The Client undertakes to cease all use of the Service Provider's IT Resources at the end of the Order or the performance of the Services, unless expressly agreed otherwise by the Parties prior to said end.

ARTICLE 11 - Corporate Social Responsibility (CSR) 

Within the framework of the Services, the Service Provider and the Client undertake to adopt a continuous improvement approach to reducing the environmental impact of the Services: 

• by taking every initiative to prevent and minimise the consumption of energy, non-renewable resources, water and waste, 
• by adopting a responsible approach to waste reduction and treatment, 
• by integrating environmental consideration into the design and development of innovative products and services, throughout their life cycle, 
• by involving its staff and any subcontractors in the implementation of environmentally-friendly practices, 
• by measuring and communicating changes in its greenhouse gas emissions, 
• by sharing its CSR initiatives and any ratings, certifications or labels it has received.

ARTICLE 12 - Business Ethics and the Fight against Corruption 

In the event that the regulations in force relating to the fight against corruption apply to the Parties, they undertake to comply with the regulations in force relating to the fight against corruption, including but not limited to the provisions of Law No. 2016-1691 of December 9, 2016, on transparency, anti-corruption, and the modernization of economic life. 

In particular, under these GTCs, the Parties warrant and undertake not to offer, promise, give, authorise, solicit or accept any undue financial benefit or any other benefit of any kind whatsoever, connected in any way whatsoever to the Order. The Parties declare through these GTCs that they are not in breach of French anti-corruption regulations. 

In the event of non-compliance with this clause and if a Party is convicted in relation to their commitments made under this clause, the Order hereof may be terminated ipso jure, with immediate effect, without prejudice to any claim which may be filed against the Party concerned.

ARTICLE 13 - Confidentiality 

Each Party undertakes to keep confidential all Confidential Information of any kind received on any medium in connection with the performance of these GTCs.

This Confidential Information includes these GTCs and all documents produced in connection with their execution, such as specifications, plans, drawings or designs, any technical or commercial know-how, processes, financial or commercial information, security-related information or any other information concerning the activities, Services or employees, of any nature, form or medium, with the exception of documents whose disclosure to third parties has been expressly agreed to by the Parties and documents whose disclosure is required by law, any authority or court of competent jurisdiction (the “Confidential Information”). 

Each Party shall be responsible for compliance with this confidentiality undertaking in the name and on behalf of any natural or legal person it calls upon for the performance of the Order. 

This obligation shall not apply to information or data which has entered the public domain or to information or data concerning a Party to which the other Party has legitimately gained access outside the scope of these GTCs. 

The undertakings under this Article shall remain in force for the duration of the Services and the performance of the GTCs and shall be maintained for a period of five (5) years from their expiry.

ARTICLE 14 - Protection of Personal Data 

Each of the Parties undertakes to comply with the regulations in force governing the processing of personal data, in particular Law No. 78-17 of 6 January 1978 as amended and updated (“Loi Informatique & Libertés”), and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) on the protection of individuals with regard to the processing of personal data and on the free movement of this data, hereafter the “Applicable Regulations”. 

Within the framework of the Order, the Parties agree to define their respective statuses with regard to the Applicable Regulations, with the Client acting as data controller and the Service Provider acting as data processor. 

It is the Client's responsibility to ascertain the legal bases and purposes for which the data is used and, more generally, to ensure the lawfulness of the data processing it carries out and that it entrusts to the Service Provider. 

In the context of the Services, the Service Provider only assumes liability as a subcontractor within the meaning of the Applicable Regulations, in respect of the Services. Consequently, the Client shall hold the Service Provider harmless against any proceedings, claims, convictions or administrative fines that may be brought against it as a result of the Client's failure to fulfil its obligations under the applicable Regulations. 

Personal data likely to be transmitted for the purpose of performing Services are collected by IDEA LOGISTIQUE, whose registered office is at 31, boulevard de Cadréan 44550 Montoir de Bretagne, whose Data Protection Officer can be contacted at: dpo@groupe-idea.com. 

The Service Provider undertakes to process personal data solely for the purpose(s) which is/are the subject of the Services, and in compliance with the rights of the persons concerned, in accordance with the privacy policy and the protection of personal data, available on its website: https://www.groupe-idea.com/fr/politique-de-confidentialite-et-protection-des-donnees.

ARTICLE 15 - Force Majeure 

An event of force majeure is considered to be any unforeseeable and insurmountable event outside the control of the Client and the Service Provider that makes it impossible to perform all or part of the contractual obligations under the Order and these GTCs. 

The Service Provider shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, is due to force majeure, defined according in French regulations in force.

The Party concerned shall notify the other Party in writing within forty-eight (48) hours of the occurrence of the event of the existence of such a case, the characteristics and effects of the situation, the presumed duration of the situation, and the measures it intends to implement to limit its effects or to put an end to them. The contractual deadlines are extended for a period equivalent to the duration of the force majeure event. The Party concerned shall furthermore make reasonable efforts to minimise the consequences and duration of the force majeure event. 

The cessation of the force majeure event must be notified to the other Party in writing within forty-eight (48) hours of the cessation. As soon as this event disappears, the Parties will make reasonable efforts to resume normal performance of their contractual obligations as soon as possible. 

If the event of force majeure persisting beyond a period of ninety (90) days, the Parties may invoke a termination for force majeure, under the conditions set out in Article 16 below. 

The Party which invokes force majeure is obliged to perform its obligations not directly affected by the alleged force majeure. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.

ARTICLE 16 - Termination 

16.1. Termination for the Service Provider's Fault 

The Client reserves the right to notify the Service Provider of the termination of the Order, ipso jure, by sending a registered letter with acknowledgement of receipt, in the event of the Service Provider’s serious and repeated breaches of its obligations under these GTCs, after such breaches have been the subject of prior express warnings, and after a registered letter of formal notice to perform its obligations have been sent to the Service Provider's registered office within a period of thirty (30) days. Any termination expressly notified to the Service Provider must state the reason for the termination.

 At the end of this period, if no steps have been taken by the Service Provider to achieve this, termination will become effective, ipso jure, subject to a two (2) months' notice, applicable from the end of this period. 

In the meantime, the Service Provider undertakes to ensure the continuity of all the Services. The Client undertakes to pay the Provider the amount of the invoices for the Services completed, on the date of termination of the Order. 

16.2. Termination for the Client's Fault 

It is expressly agreed between the Parties that the Client shall be validly given notice by the mere enforceability of the obligation to pay, in accordance with the provisions of Article 1344 of the French Civil Code. 

In the event of non-payment within the time limits set out in these GTCs, the Service Provider may terminate any Order by registered letter with acknowledgement of receipt sent to the Client, ipso jure, subject to two (2) months' notice if the said letter has remained without effect. 

16.3. Termination for Force Majeure 

The termination of the Order, ipso jure, due to the occurrence of an event of force majeure under the conditions defined in Article 15 shall take place thirty (30) days after the sending of a registered letter with acknowledgement of receipt or any extrajudicial act by either of the Parties to the registered office of the other Party.

ARTICLE 17 - Independence of Clauses 

If any provision of these GTCs is rendered null and void by a change in regulations or by a court decision, this shall not affect the validity of and compliance with the other provisions of these GTCs.

 ARTICLE 18 - Jurisdiction 

In the event of a dispute, the Parties shall take all necessary steps to reach an amicable resolution and shall cooperate in good faith to this end. In the absence of an amicable settlement, any disputes arising from the execution of these GTCs concerning their validity, interpretation, execution, termination, consequences, and repercussions shall be submitted to the Commercial Court of Saint-Nazaire. 

ARTICLE 19 - Language - Applicable law 

By express agreement between the Parties, these GTCs are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.