GENERAL TERMS AND CONDITIONS OF SALE

NZ LOGISTICS FRANCE

Freight forwarder / customs broker (commissionnaire de transport) — SIRET 904 276 144 00014 57 Avenue Gambetta, BP 10, 82000 Montauban, France Updated version — July 2026 

Article 1 — Purpose and Scope

These general terms and conditions of sale (the “GTC”) set out the terms under which NZ LOGISTICS FRANCE (“NZ LOGISTICS”), acting as a carrier, freight forwarder (commissionnaire de transport) and/or logistics operator, performs services relating to the physical movement of shipments and/or the management of flows of goods, packaged or not, of any nature and origin, to any destination, as well as the management of any related flow of information, whether in physical or electronic form, in exchange for a freely agreed price providing fair remuneration for the services rendered, whether under domestic or international arrangements.

These GTC may be revised at any time, in particular to reflect developments in customs, tax, environmental and digital regulations applicable to the transport and logistics sector. The version applicable is the one in force on the date the order is placed, unless otherwise contractually agreed.

Any engagement or transaction whatsoever with NZ LOGISTICS constitutes unreserved acceptance by the principal (donneur d'ordre) of these GTC. Regardless of the transport method used, these GTC govern the relationship between the principal and NZ LOGISTICS, which performs the requested services under the conditions set out in particular in Article 7 below.

No special condition or general purchasing condition issued by the principal may, except with the formal written agreement of NZ LOGISTICS, prevail over these GTC. Where special conditions are agreed with the principal, these GTC continue to apply to any matter not covered by such special conditions.

Article 2 — Definitions

2.1. Principal (Donneur d'ordre)

The party that engages NZ LOGISTICS for the service, including, where applicable, its customs representative.

2.2. Package

An item or a physical grouping of several items, regardless of weight, dimensions or volume, forming a single unit load at the time of handover for transport (bin, cage, crate, carton, container, envelope, drum, strapped or wrapped pallet, roll cage, bag, etc.), packed by the shipper prior to collection, even if its contents are itemised in the transport document.

2.3. Consignment

The quantity of goods, including packaging and load support, made available to NZ LOGISTICS at one time, by a single principal, for a single consignee, from a single loading point to a single unloading point, and covered by a single transport document.

2.4. Force Majeure (see Article 14)

Any event beyond the reasonable control of a party, unforeseeable in its occurrence and whose effects cannot be avoided by appropriate measures, within the meaning of Article 1218 of the French Civil Code.

2.5. Registered Platform (Plateforme Agréée / PA)

A dematerialisation platform registered with the French tax authorities, responsible for issuing, transmitting and receiving electronic invoices under the French B2B e-invoicing reform.

Article 3 — Pricing

3.1. Prices are calculated on the basis of the information provided by the principal, taking into account in particular the services to be performed, the nature, weight and volume of the goods, and the routes used. Quotations take into account exchange rates in force at the time they are given, as well as the conditions and rates of subcontractors, and applicable laws, regulations and international conventions. Should one or more of these elements change after the quotation is issued — including due to NZ LOGISTICS's subcontractors — in a manner binding on NZ LOGISTICS and evidenced accordingly, the originally quoted prices shall be revised in the same proportion. The same applies in the event of any unforeseen occurrence affecting any element of the service, in particular fuel prices, in accordance with Articles L. 3222-1 and L. 3222-2 of the French Transport Code. A surcharge may apply for goods requiring special handling or for special services.

3.2. Prices do not include duties, taxes, fees and levies due under any tax or customs regulation (such as excise duties, import duties, etc.).

3.3. Environmental and energy-related surcharges. Prices also reflect, where applicable, surcharges passed on by carriers, shipping lines, airlines or their subcontractors under applicable environmental regulations for transport, including the EU Emissions Trading System (EU ETS) as extended to maritime transport, the FuelEU Maritime Regulation, and, for relevant import operations, the Carbon Border Adjustment Mechanism (CBAM). These surcharges (BAF, PSS, ETS surcharge, CBAM-related fees, etc.) are passed on to the principal on a pass-through basis identical to what is invoiced to NZ LOGISTICS by its subcontractors, with no additional mark-up unless otherwise stated in the quotation.

3.4. Prices originally agreed are renegotiated at least once a year. They are also revised in the event of a significant change in NZ LOGISTICS's costs, in particular fuel prices and the surcharges referred to in Article 3.3. If the parties fail to agree on new pricing terms, either party may terminate the contract under the conditions of Article 15 below.

3.5. Prices for logistics services are automatically revised as of 31 December each year, unless otherwise agreed, based on the publication of the applicable composite logistics cost index (should the usual index become unavailable, an equivalent substitute index will be communicated to the principal).

Article 4 — Insurance of Goods

4.1. Insurance of Goods in Transit

No insurance is taken out by NZ LOGISTICS without a written instruction, renewed for each shipment, from the principal specifying the risks to be covered and the values to be insured. Where such an instruction is given, NZ LOGISTICS, acting on behalf of the principal, takes out insurance with a notoriously solvent insurance company. In the absence of precise instructions, only ordinary risks (excluding war and strike risks) are insured. In this respect, acting as agent, NZ LOGISTICS may under no circumstances be regarded as an insurer. The terms of the policy are deemed known to and accepted by shippers and consignees, who bear the cost thereof. A certificate of insurance will be issued upon request.

4.2. All-Risks Insurance for Goods Stored at NZ LOGISTICS's Premises (excluding transit of less than 15 days)

Unless otherwise agreed and invoiced by NZ LOGISTICS, goods held in storage are insured by the principal, and not by NZ LOGISTICS, against material and non-material damage caused by theft, fire, water damage and related risks. The principal and its insurers waive any right of recourse against NZ LOGISTICS and its insurers in respect of any such damage to stored goods.

Article 5 — Performance of Services

Departure and arrival dates that may be communicated by NZ LOGISTICS are given for indicative purposes only. The principal is required to provide NZ LOGISTICS, in due time, with the necessary and precise instructions for the performance of transport services, ancillary services and logistics services.

NZ LOGISTICS is not required to verify documents (commercial invoice, packing list, etc.) provided by the principal. Any specific delivery instructions (cash on delivery, declaration of value, insurance, etc.) must be the subject of a written instruction, renewed for each shipment, and expressly accepted by NZ LOGISTICS. Any such mandate constitutes, in all cases, an ancillary element of the main transport and/or logistics service.

Article 6 — Obligations of the Principal

6.1. Security Obligations

The principal undertakes to entrust to NZ LOGISTICS, an Authorised Economic Operator (AEO/OEA), goods that have been produced, stored, prepared, loaded and dispatched by personnel who are security-reliable, in secure premises, in accordance with the Security Declaration appended to Customs Official Bulletin (BOD) No. 6741 of 27 December 2007 and applicable regulatory provisions, including the Import Control System 2 (ICS2) programme for entry summary declarations.

6.2. Packaging and Labelling

Goods must be packed, packaged, marked and labelled so as to withstand transport and/or storage under normal conditions, as well as the successive handling operations inherent to such operations, without posing a danger to personnel, the environment, transport equipment, other goods, or third parties. The principal is solely responsible for the choice of packaging and its ability to withstand transport and handling; failing this, the principal is solely liable, with no recourse against NZ LOGISTICS, for any resulting damage.

Clear labelling must allow immediate identification of the shipper, consignee, place of delivery and nature of the goods, consistent with the transport document and any applicable regulation, in particular for dangerous goods. The principal is liable for all consequences of any absence, insufficiency or defect in packaging, packing or labelling.

6.3. Sealing

Full trucks, semi-trailers, swap bodies and containers must, once loading is complete, be sealed by the shipper or its representative.

6.4. Declaration Obligations

The principal is liable for all consequences of any failure to comply with its obligation to inform and accurately declare the precise nature and specific characteristics of the goods, in particular where the goods require special handling due to their value, danger or fragility, including the obligation to declare the verified gross mass of a container in accordance with the SOLAS Convention. The principal expressly undertakes not to hand over to NZ LOGISTICS any unlawful or prohibited goods (such as counterfeit goods, narcotics, etc.), nor any goods excluded from NZ LOGISTICS's insurance policies (banknotes, currency, securities, radioactive materials, explosives, etc.), nor any goods classified as high-risk, nor goods subject to environmental (ICPE) regulations without a prior agreement.

The principal alone bears, with no recourse against NZ LOGISTICS, the consequences of any erroneous, incomplete, inapplicable or late declarations or documents, including information required for any customs declaration, in particular for goods originating from third countries. NZ LOGISTICS reserves the right to correct the weight of packages after weighing.

6.5. Reservations

In the event of loss, damage or any other harm to the goods, or in the event of delay, it is the responsibility of the consignee to carry out the necessary and sufficient inspections, to make substantiated reservations, and to confirm such reservations in the manner and within the time limits required by law, failing which no action may be brought against NZ LOGISTICS or its subcontractors.

6.6. Refusal or Default by the Consignee

In the event the consignee refuses the goods, or defaults for any reason whatsoever, all initial and additional costs incurred in respect of the goods remain payable by the principal.

6.7. Customs Formalities

Where customs operations must be carried out, the principal guarantees the customs representative against all financial consequences arising from erroneous instructions or inapplicable documents resulting in, generally, the assessment of additional duties and/or taxes, the blocking or seizure of goods, fines, etc., imposed by the relevant authority. Where goods are cleared under a preferential arrangement granted by the European Union, the principal guarantees that it has carried out all due diligence required under the Union Customs Code to ensure that all conditions for preferential treatment have been met.

The principal must, at NZ LOGISTICS's request and within the required time limit, provide NZ LOGISTICS with all information requested for the purposes of customs regulatory requirements. Failure to provide such information in time renders the principal liable for all resulting adverse consequences (delays, additional costs, damage, etc.). As quality and/or technical standardisation rules for goods fall within the sole responsibility of the principal, it is the principal's responsibility to provide NZ LOGISTICS with all documents (tests, certificates, etc.) required by regulation for their movement; NZ LOGISTICS incurs no liability for the goods' non-compliance with such quality or technical standardisation rules. Any operation carried out by NZ LOGISTICS on behalf of an importer or exporter, acting as customs representative, is carried out under direct representation, in accordance with Article 18 of the Union Customs Code (UCC).

6.8. Demurrage Costs

The shipper and/or the principal remain liable for demurrage costs paid to the carrier by NZ LOGISTICS, except where fault on the part of NZ LOGISTICS is proven.

6.9. Storage Costs

The shipper and/or the principal remain liable for storage costs relating to goods held for more than 15 days at the premises of NZ LOGISTICS or its subcontractor. Unless a prior rate has been agreed, such costs will be invoiced at €2.50 per standard pallet (80 x 120 x 180 cm) per undivided week for general goods (€3 for dangerous goods). All-risks insurance will also be invoiced at 0.3% per year of the value of the goods stored, pro-rated to the undivided week (0.4% for dangerous goods). In the event of storage under customs bond, these costs will be increased by 50% and the customs declaration will be invoiced separately.

6.10. Default by the Principal, Impediment to Delivery

NZ LOGISTICS is entitled to reimbursement of costs incurred as a result of instructions received, and to compensation for its loss of earnings, in the event of default by the principal in delivering the goods, except in the event of personal fault on the part of NZ LOGISTICS or its subcontractors.

6.11. Compliance with Export Controls and International Sanctions.

The principal warrants that the goods, their origin, their final destination, and all parties involved in the transaction (shipper, consignee, beneficial owner, bank, etc.) are not subject to any asset freeze, embargo or trade sanction imposed by the European Union, France, the United Nations, or, where applicable, the United States (OFAC) or the United Kingdom, to the extent such measures apply to the transaction. The principal further warrants that, where applicable, it has obtained any licence or authorisation required for the export of dual-use goods. NZ LOGISTICS reserves the right to suspend or refuse any service the performance of which would expose it to a breach of these regulations, without such suspension giving rise to any liability on its part.

Article 7 — Liability

In the event of proven damage attributable to NZ LOGISTICS, only foreseeable damages at the time the contract was concluded, limited to those constituting a direct and immediate consequence of the non-performance, in accordance with Articles 1231-3 and 1231-4 of the French Civil Code, may be claimed. The limitations of liability set out below constitute the counterpart of the liability assumed by NZ LOGISTICS and contribute to the overall balance of the contract.

7.1. Liability for Subcontractors

NZ LOGISTICS's liability is limited to that incurred by its subcontractors in connection with the operation entrusted to it. Where the limits of liability of intermediaries or subcontractors are unknown or do not result from mandatory or statutory provisions, they are deemed identical to those set out in Article 7.2 below.

7.2. NZ LOGISTICS's Own Liability

7.2.1. Loss, Damage and Inventory Discrepancies — In all cases where NZ LOGISTICS's own liability is engaged, for whatever cause, it is strictly limited, for all damage to goods attributable to the transport and/or logistics operation resulting from loss or damage and all resulting consequences, to €5 per kilogram of gross weight of missing or damaged goods, and in any event may not exceed, whatever the weight, volume, dimensions, nature or value of the goods concerned, an amount greater than the gross weight of the goods expressed in tonnes multiplied by €500, with a maximum of €10,000 per event.

7.2.2. Other Damage — For all other damage, including duly established delivery delay, where NZ LOGISTICS's own liability is engaged, the compensation payable by NZ LOGISTICS is strictly limited to the price of the transport of the goods (excluding duties, taxes and miscellaneous fees) or to that of the service giving rise to the damage. Such compensation may not exceed the amount payable in the event of loss or damage to the goods. For all damage resulting from a failure in the performance of the logistics service, the compensation payable by NZ LOGISTICS, where its own liability is engaged, is strictly limited to the price of the service giving rise to the damage, up to a maximum of €10,000 per event. In no event shall NZ LOGISTICS's liability exceed the above amounts.

7.2.3. Liability in Customs Matters — NZ LOGISTICS's liability for any customs or indirect contribution operation, whether carried out by itself or by its subcontractors, may not exceed €500 per customs declaration, and may not exceed €10,000 per year of tax reassessment and, in any event, €10,000 per notice of reassessment.

7.3. Quotations

All quotations given, all one-off price offers provided, and all general rates are established and/or published taking into account the limitations of liability set out in Articles 7.1 and 7.2 above.

7.4. Declaration of Value or Insurance

The principal may always subscribe to a declaration of value which, once set by the principal and accepted by NZ LOGISTICS, replaces the compensation caps set out in Articles 7.1 and 7.2.1. Such declaration of value shall result in an additional charge. The principal may also instruct NZ LOGISTICS, in accordance with Article 4 (Insurance of Goods), to take out insurance on its behalf, subject to payment of the corresponding premium, specifying the risks to be covered and the values to be insured. Instructions (declaration of value or insurance) must be renewed for each operation.

7.5. Special Interest in Delivery

The principal may always make a declaration of special interest in delivery which, once set by the principal and accepted by NZ LOGISTICS, replaces the compensation caps set out in Articles 7.1 and 7.2.2. Such declaration shall result in an additional charge. Instructions must be renewed for each operation.

Article 8 — Special Transport

For special transport (tank transport, indivisible items, perishable goods under controlled temperature, live animals, vehicles, goods subject to special regulations, in particular dangerous goods, etc.), NZ LOGISTICS provides the shipper with suitable equipment under conditions agreed in advance with the principal.

Article 9 — Payment Terms and Electronic Invoicing

9.1. To be admissible, claims relating to our invoices must reach NZ LOGISTICS within fifteen days of their receipt.

9.2. Services are payable in cash upon receipt of the invoice, without discount, at the place of issue. The principal is always the guarantor of payment. In accordance with Article 1344 of the French Civil Code, the debtor is deemed to have been placed in default to pay by the mere fact that the obligation has fallen due.

9.3. Unilateral set-off of the amount of alleged damages against the price of services due is prohibited.

9.4. Any payment terms granted may not, in any event, exceed thirty days from the date of issue of the invoice, for all services performed by freight forwarders (commissionnaires de transport) and road hauliers, as well as for all services performed by shipping and air freight agents, customs brokers, freight brokers and forwarding agents, in accordance with Article L. 441-6 of the French Commercial Code.

9.5. Any late payment automatically triggers, from the day following the payment date shown on the invoice, the payment of late-payment interest at a rate equal to that applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points, determined in accordance with the terms set out in Article L. 441-6, paragraph 12, of the French Commercial Code, together with a fixed collection cost indemnity of €40 under Article D. 441-5 of the French Commercial Code, without prejudice to compensation, under ordinary law, for any other damage directly resulting from such delay.

9.6. The date on which payment falls due, the rate of late-payment interest, and the fixed collection cost indemnity are shown on the invoice.

9.7. Any partial payment made on the agreed due date will first be applied against the non-privileged portion of the debts. Failure to pay a single instalment will, without formality, cause the term to lapse, with the balance becoming immediately due, even in the case of acceptance of bills of exchange.

9.8. In the event of non-payment following formal notice sent by registered letter, a penalty of 10% of the amount due will be payable as a penalty clause.

9.9. Electronic Invoicing

In accordance with the French B2B electronic invoicing reform (Article 91 of the 2024 Finance Act and its implementing decrees), NZ LOGISTICS is able to receive electronic invoices as of 1 September 2026, as required by law for all VAT-registered businesses established in France. Invoices issued by NZ LOGISTICS to its VAT-registered clients in France will be issued, transmitted and received via a Registered Platform (Plateforme Agréée / PA) registered with the French tax authorities, using one of the authorised structured formats (Factur-X, UBL or CII), within the time limits applicable to its company size under the relevant regulations. The principal undertakes to provide NZ LOGISTICS with the information necessary for the compliant preparation of electronic invoices (the client's registered platform identifier, mandatory particulars, delivery address if different from the billing address, etc.). Failing this, NZ LOGISTICS shall not be held liable for any delay or rejection of an invoice attributable to missing or incorrect information provided by the principal.

Article 10 — Contractual Lien

Regardless of the capacity in which it acts, NZ LOGISTICS is expressly granted a contractual lien (droit de gage conventionnel) carrying a general and permanent right of retention and preference over all goods, securities and documents in its possession, as security for the entirety of the debts (invoices, interest, costs incurred, etc.) owed to it by the principal, even where such debts predate or are unrelated to the operations carried out in respect of the goods, securities and documents actually in its possession.

Article 11 — Protection of Personal Data 

In the course of performing the services, NZ LOGISTICS processes personal data relating to the principal's staff, shippers, consignees and other operational contacts (names, contact details, proof-of-delivery signatures, shipment geolocation data, etc.), in particular for the purposes of managing shipments, tracking deliveries, invoicing, and complying with customs and tax obligations.

Such processing is carried out in accordance with Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and French Data Protection Act No. 78-17 of 6 January 1978, as amended. NZ LOGISTICS acts as data controller for data required for its own administrative and business management, and as data processor for data processed on behalf of the principal strictly within the scope of the logistics services performed. Each party undertakes to comply with its respective obligations in this respect, in particular regarding security, retention periods, further subcontracting, and transfers of data outside the European Union. The principal remains solely responsible for the lawfulness of the collection of any personal data it transmits to NZ LOGISTICS and for informing the data subjects accordingly.

Data subjects have the rights of access, rectification, erasure, restriction and objection provided for by applicable regulations, which they may exercise by contacting NZ LOGISTICS's data protection officer.

Article 12 — Information Systems Security and Business Continuity  [NEW 2026]

Data exchanges relating to operations (bookings, delivery instructions, dematerialised customs documents, ICS2 entry summary declarations, electronic invoices, etc.) are transmitted, in whole or in part, through information systems and electronic interfaces. NZ LOGISTICS implements reasonable security measures, proportionate to the current state of the art, to protect its systems against unauthorised access, intrusion and cybersecurity incidents.

In the event of an IT security incident (failure, cyberattack, ransomware, unavailability of a partner dematerialisation platform or of a customs system) affecting all or part of the operations processing chain, NZ LOGISTICS will inform the principal as soon as reasonably possible and implement such continuity or recovery measures as are reasonably available. Where such an incident is beyond NZ LOGISTICS's control, it will be treated in accordance with Article 14 (Force Majeure) below. The principal likewise undertakes to secure its own access to the tools and interfaces made available by NZ LOGISTICS and to inform NZ LOGISTICS without delay of any suspected compromise of its credentials.

Article 13 — Force Majeure

Neither party shall be held liable for any non-performance or delay in the performance of its obligations where such non-performance or delay results from a case of force majeure within the meaning of Article 1218 of the French Civil Code, including, without limitation: natural disaster, epidemic or pandemic, armed conflict, act of terrorism, riot, general strike or a strike affecting a port, airport, border crossing point or a subcontractor of NZ LOGISTICS, blockage or closure of a major international transport route (canal, strait, maritime or air corridor), decision of a public or customs authority, a large-scale cyberattack affecting port, customs or transport systems, or any sanction or embargo measure rendering performance of the service impossible or unlawful.

The party affected by such an event shall inform the other party as soon as reasonably possible and use its best efforts to limit the consequences thereof. Obligations whose performance is prevented shall be suspended for the duration of the event. Should the event continue for more than thirty days, either party may terminate the ongoing contract without indemnity, by registered letter with acknowledgement of receipt.

Article 14 — Limitation Period

All actions to which the contract concluded between the parties may give rise are time-barred one year from the performance of the disputed service and, with respect to duties and taxes recovered retroactively, one year from the notification of the tax reassessment.

Article 15 — Term and Termination

15.1. Where an open-ended contract establishing an ongoing relationship is concluded between the principal and NZ LOGISTICS, such contract may be terminated at any time by either party, by registered letter with acknowledgement of receipt, subject to one month's notice where the relationship has existed for less than six months. Notice is extended to two months where the relationship has existed for more than six months but less than one year. Beyond one year, notice is three months, increased by one month for each year of ongoing relationship beyond two years, up to a maximum of six months.

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

15.3. In the event of a serious or repeated proven breach by either party of its undertakings, the other party shall send it a reasoned formal notice by registered letter with acknowledgement of receipt. If this remains without effect within one month — during which the parties may attempt to reach an amicable solution — the contract may be terminated definitively, without notice or indemnity, by registered letter with acknowledgement of receipt recording the failure of the negotiation attempt.

15.4. All actions relating to the above provisions are time-barred within one year, in accordance with Article 14 above.

Article 16 — Severability

Should any provision of these general terms and conditions of sale be declared void or deemed unwritten, all other provisions shall remain applicable.

Article 17 — Jurisdiction and Governing Law

In the event of any dispute or claim, the Commercial Court (Tribunal de commerce) of Montauban shall have exclusive jurisdiction, even in the case of multiple defendants or third-party claims. French law alone shall apply, including international conventions ratified by France.

Before bringing any legal action, the parties may attempt to resolve their dispute amicably, in particular through business mediation (médiation des entreprises) or any other alternative dispute resolution method. 

     Transports and Logistics