General Terms of Service

PREAMBLE

The website accessible at the address "www.vastorg.com" (hereinafter the "Site") is published and operated by the company VASTORG, a simplified joint-stock company (société par actions simplifiée) with a share capital of 10,000.00 euros, registered with the Metz Trade and Companies Register under number 104 039 854, whose registered office is located at Metz (57070), 8 rue Graham Bell, and whose contact email address is operations@vastorg.com (hereinafter "Vastorg").

On the Site, Vastorg operates an online platform for comparing parcel transport service offers, specialising in the shipment of wines and champagnes departing from France. The platform enables the Customer to compare the offers of partner Carriers, to freely choose the offer of its choice and to transmit its order to the Carrier so chosen.

Vastorg is neither a carrier, nor a freight forwarder (commissionnaire de transport), nor a customs declarant or representative, nor a warehouse keeper, nor an insurance intermediary or distributor; the Goods never pass through its hands or into its custody. Vastorg acts, under the Service, as a forwarding agent (transitaire), that is to say a transport agent (mandataire de transport) acting on the sole instructions of the Customer, without any freedom to organise the movement of the Goods.

The purpose of these General Terms of Service (hereinafter the "GTS") is to define the exclusive legal framework of the contractual relations between Vastorg and any natural or legal person using its services (hereinafter the "Customer"). The Customer acknowledges having received the GTS prior to any Order, having read them in full and adhering to them without reservation.

The GTS prevail over any other document. Any derogation from these terms may only result from a writing expressly accepted by the Parties.

ARTICLE 1 – DEFINITIONS

For the purposes of these terms, the following terms shall have the following meaning, whether used in the singular or the plural:

• "Excise Duties": indirect duties on the consumption of products subject to excise within the meaning of Council Directive (EU) 2020/262 of 19 December 2019 and of the provisions of the French General Tax Code.
• "GTS": these General Terms of Service of Vastorg.
• "Carrier's GTC": the general and particular terms and conditions of carriage of the Carrier chosen by the Customer.
• "Customer": any natural or legal person who uses the Service in a professional capacity, that is to say acting for purposes falling within the scope of its commercial, industrial, craft, professional or agricultural activity. The Service is exclusively reserved for such professional Customers; it is not intended for consumers within the meaning of the introductory article of the French Consumer Code.
• "Order": the order of a transport Offer placed by the Customer on the Site.
• "Account": the personal area opened by the Customer on the Site under the conditions of article 7.
• "Contract": the whole formed by the GTS, the Order and any annex or particular condition expressly accepted by the Parties.
• "Consignee": the natural or legal person designated by the Customer as the recipient of the Goods at the place of delivery indicated in the Order.
• "Quote": the pricing proposal transmitted by Vastorg to the Customer, in particular within the framework of the Enterprise offer.
• "Shipment": all the parcels of Goods handed over to the Carrier for dispatch under a single Order.
• "Label": the shipping label (or any equivalent transport document) issued by the Carrier and made available to the Customer under the conditions of article 6.
• "Working Day": any day other than Sunday and public holidays in France or, where applicable, in the country of pickup, transit or delivery of the Shipment, Saturday being included.
• "Business Day": any day other than Saturday, Sunday and public holidays in France or, where applicable, in the country of pickup, transit or delivery of the Shipment.
• "Goods": the still wines, sparkling wines, champagnes, ciders and perries and, on an ancillary basis, the non-alcoholic beverages handed over to the Carrier, as well as any packaging material containing them and any associated accessory.
• "Member": the professional Customer holding a subscription taken out with Vastorg under the conditions of article 8.11.
• "Offer": a transport service offer of a Carrier, presented on the Site at rates negotiated by Vastorg.
• "Parties": Vastorg and the Customer.
• "Chargeable Weight": the weight, expressed in kilograms, retained by the Carrier for pricing, equal to the greater of the actual weight (mass) and the volumetric weight of the Shipment, the latter being calculated according to the Carrier's formula on the basis of the dimensions, including packaging.
• "Shipping Prerequisites": the document entitled "Shipping Prerequisites", accessible on the Site and in the customer area, which sets out the prohibited packaging configurations, the minimum packaging characteristics required, the temperature thresholds above and below which shipping is not recommended, as well as the regulatory and documentary steps incumbent on the Customer. This document forms an integral part of the Contract under the conditions of article 2.4.
• "Service": the platform and technical intermediation service provided by Vastorg, described in article 4, to the exclusion of any transport service.
• "Site": the website accessible at the address www.vastorg.com and all its functionalities.
• "Carrier": any third-party transport company whose Offers are listed on the Site and with which the Customer directly concludes a contract of carriage, including any person whom that Carrier substitutes for itself under the conditions of article 3.5.

ARTICLE 2 – PURPOSE AND SCOPE OF APPLICATION

2.1 Purpose

The purpose of these GTS is to define, on an exclusive basis, the conditions under which Vastorg provides the Customer with the platform Service described in article 4, enabling the comparison of Offers for the transport of wines and champagnes departing from France to destinations in France and abroad, the conclusion by the Customer of a contract of carriage with the Carrier of its choice, and the payment of the corresponding price.

2.2 Service reserved for professional Customers

The Service is exclusively intended for professional Customers acting for the purposes of their activity. By validating an Order, the Customer declares and warrants that it acts in a professional capacity and not as a consumer. Vastorg reserves the right to refuse any Order, to suspend or to terminate the Account of any person acting for non-professional purposes, without the latter being able to rely on the provisions of the French Consumer Code specific to consumers and non-professionals, which are without object with regard to this Contract.

2.3 Scope of application

The GTS apply to any Order placed through the Site, whatever the plan chosen by the Customer:

• the "Without Subscription" offer, accessible without subscription, with payment in full at the time of the Order;
• the "Member" offer, reserved for subscribing Customers, whose subscription is governed by article 8.11, these GTS remaining applicable to each Order;
• the "Enterprise" offer, giving rise to a Quote and, where applicable, to particular conditions agreed between the Parties.

The "Without Subscription", "Member" and "Enterprise" plans designate methods of access to the Service; they do not constitute "Offers" within the meaning of article 1.

2.4 Enforceability

Use of the Service requires the Customer to read and accept, beforehand and without reservation, all of the GTS. By ticking the box provided for this purpose when placing the Order, the Customer confirms its acceptance of the GTS. The GTS are accessible at any time on the Site.

The Customer, who (i) has permanent access to these GTS and to the Carrier's GTC of the chosen Carrier prior to any Order and (ii) declares that it accepts them by ticking the boxes provided for this purpose, may not rely on the fact that it did not actually read them. Vastorg is not required to provide a translation of the GTS or of the Carrier's GTC, the French version of the GTS alone being authoritative.

The Shipping Prerequisites form an integral part of the Contract. The Customer declares that it has read them prior to any Order and that it accepts them without reservation by ticking the box provided for this purpose when validating the Order. The Shipping Prerequisites are accessible at any time from the Site and the customer area.

Vastorg may modify the Shipping Prerequisites at any time, in particular to take account of changes in the Carriers' requirements or in the applicable regulations. The version enforceable against the Customer in respect of an Order is the one in force on the date of that Order, as archived by Vastorg under the conditions of article 5.5. The Customer may obtain a copy of it upon simple request.

The Customer's general purchasing conditions, as well as any other document emanating from it, are unenforceable against Vastorg and do not apply to the Service, save with the written and express acceptance of Vastorg.

2.5 Changes to the GTS

Vastorg reserves the right to modify the GTS at any time. The version applicable to an Order is the one in force on the date of that Order, as accepted by the Customer.

ARTICLE 3 – ROLE AND QUALIFICATION OF VASTORG

This article constitutes an essential provision determining the consent of the Parties.

3.1 Platform operator and intermediary

Vastorg acts exclusively as the operator of an online comparison tool for transport offers, as an intermediary in the conclusion of contracts of carriage and as a forwarding agent (transitaire), that is to say a transport agent (mandataire de transport) acting on the sole instructions of the Customer and devoid of any freedom to organise the transport. The Service consists in making available to the Customer a tool for comparing Offers of partner Carriers, at rates negotiated by Vastorg with the latter, in transmitting to the Carrier freely chosen by the Customer the Order as validated by the Customer, and in making available to the Customer the Label issued by that Carrier.

3.2 Contract of carriage

The contract of carriage is governed by the Carrier's GTC as well as by the laws, regulations and international conventions applicable to the transport concerned. The Customer appears as sender on the Label and on the transport documents.

3.3 Exclusions

The Customer acknowledges having been informed that Vastorg:

• does not choose the Carrier, the mode or the terms of transport, this choice belonging exclusively to the Customer; Vastorg has no freedom to organise the movement of the Goods and does not act in its own name to have it carried out; it therefore does not have the status of freight forwarder (commissionnaire de transport) within the meaning of article L. 1411-1 of the French Transport Code, but that of forwarding agent (transitaire), an agent of the Customer bound by a mere obligation of means;
• is in no case a carrier or haulier within the meaning of articles L. 133-1 et seq. of the French Commercial Code, and does not perform, by itself or its agents, any physical operation of transport, handling, storage, pickup or delivery; the Goods never transit through a warehouse under the responsibility of Vastorg and are never in its custody;
• is neither a customs declarant, nor a direct or indirect customs representative within the meaning of articles 18 and 19 of the Union Customs Code, nor an authorised warehouse keeper, registered consignor, registered consignee or registered operator within the meaning of articles 302 G et seq. of the French General Tax Code;
• provides no legal, tax, customs, health, regulatory or oenological advice, the information and tools made available on the Site being purely indicative under the conditions of article 4.5;
• is not an insurance intermediary, broker or insurance distributor within the meaning of articles L. 511-1 et seq. of the French Insurance Code;
• undertakes no obligation of result to convey the Goods, the conveyance falling exclusively to the Carrier.

3.4 Obligation of means

Vastorg is bound, under the Service, by an obligation of means (obligation de moyens). The mission entrusted by the Customer to Vastorg, of an exclusively technical nature, is strictly limited to the transmission of the Order to the Carrier chosen by the Customer, to the making available of the Label and, where applicable, to assistance in the handling of claims under the conditions of article 15. Subject to the special and limited mandates expressly provided for in articles 11.7 and 12.5, this service entails neither a general power of representation of the Customer, nor a power of choice, substitution or organisation of the transport on behalf of the Customer.

3.5 Subcontracting and substitution by the Carrier

The Customer expressly acknowledges and accepts that the Carrier it has freely chosen may, in accordance with its own GTC and with the usages of the profession, entrust all or part of the performance of the transport (in particular pickup, sorting, the main carriage, transhipments, customs clearance operations or last-mile delivery) to subcontractors, substitutes, agents, correspondents, successive carriers or local partners of its choice, in France as well as abroad, without the Customer being informed thereof beforehand or its consent being required.

The choice, approval, supervision, monitoring and remuneration of these operators fall exclusively to the Carrier. Vastorg, which is neither a carrier nor a freight forwarder (commissionnaire de transport) and which never has the Goods in its possession or in its custody, exercises no control or influence, in law or in fact, over their identity, their selection, their means, their operating methods, their time frames or the quality of their services, and does not guarantee the continuity of the same operator between pickup and delivery.

Consequently, the Customer accepts the hazard inherent in the use of such operators and acknowledges that no act, fault, negligence, delay, loss, damage, shortage, theft, refusal to take over, immobilisation or breach by a subcontractor, substitute, agent or correspondent of the Carrier may be attributed to Vastorg, nor found a claim, recourse or request for indemnity against it, including on account of an alleged failure in the choice, verification or monitoring of such an operator. As the contract of carriage is concluded directly between the Customer and the Carrier, the latter remains solely liable towards the Customer for the persons it substitutes for itself, under the conditions and within the limits of its GTC and of the applicable legal provisions and international conventions; the Customer exercises any recourse on this account directly against the Carrier, under the conditions of articles 14 and 15.

ARTICLE 4 – DESCRIPTION OF THE SERVICE – TRANSPARENCY OF THE COMPARISON TOOL

4.1 Content of the Service

The Service comprises:

• the making available of a tool for comparing transport Offers of partner Carriers, at rates negotiated by Vastorg;
• the transmission to the Carrier chosen by the Customer of the Order as validated by the Customer;
• the making available of the Label issued by the Carrier, under the conditions of article 6;
• the administrative follow-up of Shipments and assistance in the handling of claims, under the conditions of article 15;
• the making available of information tools (duties and taxes simulator, knowledge base), under the conditions of article 4.5.

4.2 Listing of the Offers

The Offers compared on the Site are those of the Carriers that have concluded a partnership agreement with Vastorg. The Offers presented on the Site do not represent all the offers of all the carriers on the market.

Vastorg holds no capital stake in any partner Carrier and no partner Carrier holds any stake in the capital of Vastorg.

4.3 Ranking of the Offers and updating of prices

Upon a comparison request, the Site queries the rate schedules of the partner Carriers; the Offers presented are thus up to date with the pricing policy of the latter on the day of consultation. In the absence of any sorting or filter applied by the Customer, the Offers are ranked by default in ascending order of price. The Customer may modify the sorting parameters and apply filters. The ranking of the Offers is not influenced by any remuneration paid by the Carriers on account of their listing or positioning; since Vastorg's remuneration is included in the price displayed under the conditions of article 4.4, the ranking in ascending order of price reflects the total price actually borne by the Customer.

4.4 Remuneration of Vastorg

The Service is remunerated by a margin included in the price displayed on the Site, under the conditions of article 8.1. This remuneration has no bearing on the order of presentation of the Offers.

4.5 Information tools – absence of advice

The information, content, simulators (in particular the duties and taxes simulator) and knowledge bases made available on the Site are provided on a purely indicative basis, on the basis of public sources liable to change. They constitute neither customs, tax, legal or regulatory advice, nor a guarantee of accuracy, completeness or currency. It is for the Customer to verify, with the competent authorities and professionals, the regulations applicable to its Shipment. Vastorg's liability cannot be engaged on account of the use of these tools.

4.6 Supply of packaging

Vastorg offers for sale, from the customer area, packaging material designed for the transport of wines and champagnes. This sale is distinct from the Service and does not constitute a transport service. The contract of sale is concluded between Vastorg and the Customer, at the all-inclusive fixed price displayed on the day of the order. The risks are transferred to the Customer upon delivery; ownership of the material is transferred to it only upon full payment of the price.

The Customer checks the material upon receipt and reports any non-conformity, shortage or damage within five (5) Working Days, with supporting photographs. Failing this, the material is deemed accepted. Vastorg proceeds, at its option, with replacement or refund.

The choice of format and capacity is the sole decision of the Customer. The Customer remains responsible for the suitability of the material for its needs, for its use, and for the cushioning and closing of the parcel under the conditions of article 9.2 and of the Shipping Prerequisites. The acquisition of the material from Vastorg does not alter this allocation and constitutes no guarantee as to the integrity of the Goods during conveyance.

4.7 Application programming interface (API)

Vastorg may make available to the Customer an application programming interface (API) enabling the automated exchange of data and the placing of Orders from the Customer's systems. Access to the API presupposes the holding of an Account, compliance with the technical documentation and reasonable use; it may be reserved for Customers benefiting from the periodic billing provided for in article 8.3. The Customer remains responsible for Orders placed via the API as for those placed via the Site, as well as for the security of its access keys. Vastorg provides the API without any guarantee of uninterrupted availability and may modify its functionalities; the API is not intended for a use diverted from its purpose. Vastorg expects the Customer to make reasonable use of the API and may, in the event of manifestly excessive use in relation to the volume of business, limit its throughput ("throttling"), or even suspend access. The API is provided without warranty of any kind, in particular as to availability, reliability, accuracy or completeness of the results returned.

4.8 Address book

Vastorg may offer an address book functionality enabling the saving and reuse of shipping and delivery contacts. This functionality constitutes a mere aid to the Order and cannot serve as a permanent archiving solution: Vastorg may, in particular under its data protection obligations, delete contacts without notice. It is recommended that the Customer keep an independent backup of its contacts.

4.9 E-commerce connectors

Vastorg may enable the Customer to connect its online stores in order to import its orders and to update their status with regard to the associated shipments. The Customer warrants that it is authorised to transmit the data thus imported and remains responsible for their accuracy. Vastorg acts as a mere technical intermediary and is not a party to the relations between the Customer and its own customers.

ARTICLE 5 – ORDER

5.1 Online Order process

The Customer wishing to place an Order on the Site follows the following steps:

• it enters the information relating to the Shipment (number of bottles, bottle format);
• it compares the Offers presented and freely selects the Offer of the Carrier of its choice;
• it enters the information necessary for the performance of the transport (nature of the Goods, number of parcels, declared value, pickup and delivery addresses, details of the sender and of the Consignee, particular instructions);
• it verifies, upon the display of the Order summary, the details thereof and its total price, and has the possibility of identifying and correcting any errors;
• it acknowledges having read the Shipping Prerequisites, confirms that the Goods are packaged in accordance with them and declares that it assumes sole responsibility for the choice of the shipping date with regard to the foreseeable weather conditions;
• it confirms the Order and proceeds to payment, subject to having previously accepted these GTS as well as the Carrier's GTC of the chosen Carrier, in accordance with article 5.3.

In accordance with articles 1127-1 et seq. of the French Civil Code, the Contract is concluded when the Customer clicks on the Order confirmation button, bearing the indication of its payment obligation, after having viewed the details of the Order and its total price and having had the possibility of correcting any errors. The Customer then receives an Order confirmation by email. Following the Order and the making available of the Label, the Customer sets the pickup date by means of the Carrier's scheduling tool, accessible via the link communicated to it for this purpose; the date thus set forms an integral part of the terms of performance of the transport.

5.2 Enterprise offer

For the Enterprise offer, Vastorg and the Customer freely negotiate the pricing conditions on the basis of the projected volume of shipments per year. Vastorg's proposal may be preceded by a Quote, valid for seven (7) days unless otherwise stated, on the basis of the information communicated by the Customer, whose accuracy the latter warrants. The express acceptance of the Quote by the Customer (signature, electronic validation or email carrying explicit approval) forms a framework contract, which sets the pricing conditions and the applicable terms. Each Order placed under this framework contract constitutes a separate implementing contract, concluded under the conditions of article 5.1 and subject to these GTS.

5.3 Acceptance of the Carrier's GTC

As the transport service is neither performed nor controlled by Vastorg but by the Carrier, the contract of carriage is governed by the Carrier's GTC. The Customer must, with each Order, read and accept the Carrier's GTC of the chosen Carrier. By confirming its Order, the Customer acknowledges having read the Carrier's GTC of the chosen Carrier and accepting them without reservation.

In the event of a divergence between these GTS and the Carrier's GTC, the GTS exclusively govern the relationship between the Customer and Vastorg, whereas the Carrier's GTC exclusively govern the relationship between the Customer and the Carrier.

5.4 Legal capacity of the Customer and the Consignee

The Customer warrants that it has full legal capacity to contract, that it is at least eighteen (18) years of age if it is a natural person and, when it acts in the name and on behalf of a legal person, that it has the necessary powers to bind it as well as all the authorisations, licences, approvals or accreditations required by the applicable regulations for the exercise of its activity and the marketing of the Goods.

The Customer further warrants that the Consignee is at least eighteen (18) years of age and, where applicable, that it meets the minimum legal age for receiving alcohol in force in the country of delivery as well as any local requirement of approval, licence or registration applicable to the receipt of the Goods. The falsity or inaccuracy of these declarations engages the sole liability of the Customer.

5.5 Evidence and archiving

The Parties agree that computer records, electronic correspondence, electronic confirmations of Quotes or Orders, connection and Offer-selection logs, as well as the data stored in Vastorg's information systems, constitute admissible and enforceable evidence of the transactions, in accordance with articles 1366 and 1367 of the French Civil Code.

The Customer's personal area on the Site further constitutes a durable medium on which the contractual documents relating to its Orders are made available to it.

5.6 Communications between the Parties

Any communication is sent in writing (email or customer area), with indication of the Order reference and of the elements enabling identification of the Customer. Requests for cancellation, modification, claim or closure of the Account are only taken into account if they are made in writing; any instruction transmitted through another channel must, to be enforceable, be confirmed in writing. Contractual and accounting documents are deemed to have been brought to the Customer's knowledge upon their sending by email or their making available in the customer area.

ARTICLE 6 – SHIPPING LABEL

6.1 Issuance and transmission

Following the transmission of the Order to the Carrier, the Customer receives, by email and in its personal area, the shipping Label in digital format. The Label is issued by the Carrier itself; Vastorg merely transmits it to the Customer as is, without any control and without any modification being made to it. The Label mentions the Customer as sender and enables the Carrier to identify the Order and the Customer to track the conveyance of the Shipment.

6.2 Printing and affixing by the Customer

The Customer prints the Label and affixes it to the packaging of the Shipment in such a way that it can be perfectly read by the Carrier. The Customer bears the consequences of printing anomalies and of any Label that is poorly stuck, illegible, concealed or affixed to the wrong parcel.

Before pickup, the Customer removes any prior label or address appearing on the packaging. Each parcel of the same Shipment must bear its own Label; the number of parcels declared when placing the Order is binding and the pickup by the Carrier of a number of parcels greater than that declared entails no obligation on Vastorg. The Customer ensures that it obtains and keeps proof of pickup; failing this, any claim for failure to pick up may be rejected.

6.3 Compliance with dates and places

The Label and the Order confirmation mention, where applicable, the Carrier's information relating to the dates and places of pickup and delivery. The Customer undertakes to comply with them, failing which the conveyance may not be carried out in accordance with the Order.

Any request to modify the pickup or delivery address made after the issuance of the Label is transmitted to the Carrier without guarantee that it will be taken into account; once the Label has been used, neither Vastorg nor the Carrier guarantees delivery to a modified address.

6.4 Control and inspection by the Carrier

The Customer is informed that the Carrier reserves the right, within the limits authorised by law and by its own GTC, to open, inspect or subject the Shipment to a control, in particular by X-ray, for the purposes of safety, security or compliance with customs and regulatory obligations; the same applies to the competent authorities, in particular customs. Any delay, refusal, immobilisation or damage resulting from such an inspection gives rise to no indemnity payable by Vastorg. Vastorg, which never has the Goods in its possession, exercises no control of this nature and is not responsible for the consequences of inspection operations carried out by the Carrier or by the competent authorities.

6.5 Validity and expiry of the Label

The Label has a period of validity determined by the Carrier, in principle thirty (30) calendar days from the validation of the Order, reduced for certain Offers or destinations. Beyond this, the Label is expired and no longer allows the conveyance of the Shipment. The Label is strictly personal to the Order for which it was issued: any reuse, duplication or use of an expired Label is prohibited and constitutes abusive use. Vastorg reserves the right to re-invoice the Customer for the costs resulting from any abusive use or any insufficiency of postage found by the Carrier, as well as to terminate the performance of the Order concerned without refund.

6.6 Indicative nature of the time frames

The pickup and delivery time frames communicated on the Site or in the Order confirmation are given on a purely indicative basis and have no contractual character. Neither Vastorg nor the Carrier guarantees a determined date or time of pickup or delivery. No refund, indemnity or compensation (in particular substitution, rental or accommodation costs) may be claimed from Vastorg on account of a delay; any recourse on account of a delay falls exclusively to the Carrier, within the limits and conditions of its contract of carriage and of the applicable conventions.

In particular, the following cannot be attributed to a delay: the late deposit or handover of the Shipment with regard to the Carrier's cut-off times, the absence of the Consignee upon a first presentation carried out within the announced time frame, the modification of the date or place of delivery at the initiative of the Consignee, an incomplete or incorrect address, as well as any case of force majeure.

ARTICLE 7 – CUSTOMER ACCOUNT

7.1 Registration

The Customer may create an Account on the Site in order to benefit from certain services (Order history, contractual documents, and, for Members and Enterprise Customers, periodic billing). The information indicated as mandatory is necessary for the validation of the registration. The Customer undertakes to keep this information accurate and up to date. The Customer may only hold a single active Account.

7.2 Credentials

The Customer accesses its Account by means of confidential, personal and non-transferable credentials. It takes any useful measure to ensure their confidentiality and immediately informs Vastorg of any unauthorised use. Vastorg's liability cannot be engaged in the event of fraudulent use of the Account by a third party, save proven fault of Vastorg in the security of the Site. The Customer ensures that it logs out at the end of each session, in particular when it accesses its Account from a shared terminal.

7.3 Suspension and deletion

Vastorg may restrict, suspend or delete a Customer's Account, after prior information, in the event of breach of these GTS or of the laws and regulations in force, of default of payment, of false declarations, or of an abnormally high claims rate.

Vastorg may also suspend or delete an Account inactive for more than twelve (12) consecutive months, in order to ensure the protection of the personal data relating thereto.

The Customer may request the closure of its Account at any time; Vastorg proceeds with this within a reasonable time, subject to the prior settlement of any sum due. In the event of non-payment, Vastorg may defer the closure until settlement and set off any unsettled credit against the sums due. The closure, whatever its origin, ends the reciprocal obligations arising from the use of the Account, without prejudice to the stipulations intended to survive.

ARTICLE 8 – PRICE, BILLING AND PAYMENT

8.1 Price

The price of each Order is calculated automatically according, in particular, to the Carrier and the Offer chosen, the type of shipment, the weight and dimensions of the Shipment, as well as the pickup and delivery addresses. The price comprises the cost of transport and Vastorg's remuneration under the Service, in the form of an included margin. The price is an all-inclusive fixed price, owed to Vastorg in respect of the Service and of the booking of the Shipment with the Carrier under the conditions of article 3.6. It constitutes a claim of Vastorg in its own right, invoiced to the Customer. The Customer owes no sum to the Carrier in respect of the price of the transport so booked.

The applicable price is the one displayed on the Site at the time of validation of the Order. Prices are expressed in euros exclusive of tax and in euros inclusive of all taxes; value added tax and any other applicable tax are added to the price exclusive of tax, at the rate in force on the day of billing.

The price does not include customs duties, excise duties, local taxes and particular charges liable to be due at destination.

The prices displayed on the Site derive from the Carriers' rates and may change at any time, without notice, according to those rates and their surcharges (in particular fuel). Any change is without effect on Orders already validated, the applicable price remaining the one displayed at the time of validation.

The price so fixed is final and is not subject to revision. The sums referred to in article 8.4 do not constitute a revision of this price: they correspond to additional charges, costs and services which are neither determinable nor due on the day of the Order and whose triggering event is established during or after performance.

8.2 Terms of payment

Depending on the offer subscribed to, payment is made:

• Without Subscription offer: by bank card, in full, the entirety of the price being due and debited on the day of validation of the Order, prior to any pickup;
• Member and Enterprise offers: at the Customer's choice and subject to Vastorg's agreement, by bank card in full or by bank transfer against periodic invoice, under the conditions of article 8.3.

Whatever the offer, payment by cheque or in cash is not accepted.

8.3 Periodic billing (Member and Enterprise)

Subject to the opening of an Account and to Vastorg's agreement, the Member or Enterprise Customer may benefit from settlement by transfer against an invoice issued at the end of the period (week or month), summarising the Orders placed during the elapsed period. Payment occurs within a maximum period of thirty (30) days from the date of issuance of the invoice. Vastorg may make this method of settlement conditional on a credit limit, on the provision of a guarantee or on the setting up of a SEPA direct debit, and suspend its benefit in the event of exceeding the authorised outstanding amount or of a payment incident. In the event of rejection of a direct debit or a transfer for a reason attributable to the Customer, processing fees of fifteen euros exclusive of tax (€15.00 excl. tax) per incident may be invoiced to it, without prejudice to the late-payment penalties provided for in article 8.7.

8.4 Additional costs and charges

Vastorg may claim from the Customer additional costs and charges, upon supporting documents, in the cases listed below (non-exhaustive list). The Carrier or the competent administration may further claim directly from the Customer, the sender or the Consignee the duties, taxes and charges for which they are liable at destination.

The Customer is expressly informed that the Carriers carry out weighing and measurement checks of Shipments. In the event of a discrepancy between the characteristics declared when placing the Order and the characteristics found (number, actual weight, dimensions or volumetric weight), the Carrier applies a pricing readjustment. The audit of dimensions and weight carried out by the Carrier is authentic between the Parties, save proof to the contrary provided by the Customer. The declared weight and dimensions are understood to include packaging; the Chargeable Weight retained is the actual weight or the volumetric weight, whichever is the greater.

In addition to weighing or measurement readjustments, additional charges may be re-invoiced to the Customer, which it expressly accepts, in the following cases:

• Erroneous or incomplete declarations (nature, number, weight, dimensions, value, alcoholic strength, applicable tax or customs regime);
• Packaging not compliant with the requirements of article 9.2;
• Oversized Shipment, not mechanisable or requiring specific handling;
• Dimensional surcharge or Shipment exceeding the Carrier's maximum weight or dimension limits;
• Use of an expired or reused Label;
• Pickup rendered impossible for a cause attributable to the Customer or the sender;
• Delivery failure attributable to the Customer or the Consignee, as well as new presentations or delivery attempts;
• Administrative penalties resulting from a breach by the Customer of the regulations;
• Goods subject to specific transport regulations (dangerous goods or any other regulated product);
• Specific pickup, in a remote area, difficult to access or outside the standard collection zone, or new presentation for pickup;
• Delivery requiring a particular service (delivery by appointment, handover against signature, residential address, handover on an upper floor, etc.);
• Modification by the Customer of the pickup or delivery address after the Order, before or after the departure of the Shipment, as well as any address correction or redirection;
• Return of the Shipment to the sender, whatever the reason, giving rise to a new pricing, as well as any reshipment or rerouting;
• Storage, immobilisation, warehousing or deposit charges for the Shipment (customs detention, waiting, or non-collection by the Consignee);
• Costs of destruction, disposal or abandonment of the Shipment when its return is impossible;
• Fuel surcharge applied by the Carrier;
• Cyclical, seasonal or peak-activity surcharge (peak surcharge) applied by the Carrier;
• Border crossing, customs clearance, brokerage or clearance charges;
• Specific geographical or destination supplements applied by the Carrier;
• Failure by the Consignee to pay the duties, taxes or charges due at destination, re-invoiced to the Customer or to the sender;
• Charges for handling excise formalities, tax representation or the discharge of a movement document (DAE / e-SAD) where their processing falls to Vastorg or to the carrier;
• Re-issue or correction of customs or commercial documents at the Customer's request;
• Cancellation of the Order by the Customer after collection or withdrawal of the goods.

Any additional charge invoiced to Vastorg by the Carrier is re-invoiced to the Customer, increased by a fixed management fee of ten euros (€10.00) exclusive of tax per charge applied.

Any modification of the pickup or delivery address requested by the Customer, before or after the departure of the Shipment, as well as any other manual intervention by Vastorg resulting from a modification request by the Customer (re-issue of documents, modification of the Order after registration), gives rise to a fixed management fee of twenty euros (€20.00) exclusive of tax, independent of any charges invoiced by the Carrier.

Any return of the Shipment to the sender, whatever the reason, gives rise to a fixed management fee of forty euros (€40.00) exclusive of tax, independent of the rerouting cost invoiced by the Carrier.

In the event of shipment under the DDP (Delivered Duty Paid) regime, the duties, import charges, taxes, excise duties, fines or surcharges advanced by Vastorg are re-invoiced at cost and increased by a fixed management fee of ten percent (10%) with a minimum of ten euros (€10).

In the event of a significant rate increase of the Carrier occurring before the transmission of the Order, Vastorg may submit a price supplement to the Customer; failing agreement, Vastorg may waive transmission of the Order and proceed with its refund, without any other indemnity.

These costs and charges are, as far as possible, the subject of prior notification to the Customer; where they become known to Vastorg, or are invoiced to it, only during or at the end of performance, the notification takes place as soon as they become known. The Customer has a period of seven (7) calendar days from this notification to contest them in writing. In the absence of contestation within this period, these sums may be debited from the means of payment used when placing the Order, which the Customer expressly accepts, or be the subject of separate billing.

These charges may be claimed from the Customer even after the performance or delivery of the Shipment, once they are invoiced to Vastorg by the Carrier or an authority, including the costs of destruction, disposal or deposit when the return of the Shipment is impossible.

The fixed management fees provided for in this article are cumulative: where several events render them due in respect of the same Shipment, each of them is owed.

8.5 Payment provider

Bank card payments are processed by an approved payment services provider. The Customer accepts the general terms of this provider at the time of payment.

The Customer warrants that the means of payment used is valid and sufficiently funded; any rejection, non-payment, exchange or bank charges generated by this means of payment are borne exclusively by it.

Where payment is made by prior transfer, outside periodic billing within the meaning of article 8.3, the Order is only confirmed upon actual receipt of the entirety of the funds, in the indicated currency, Vastorg not being required to inform the Customer of an insufficient payment. Vastorg may, within the limits of the applicable regulations, apply processing fees according to the means of payment retained.

8.6 Contestation of invoice

Any contestation of an invoice must be notified to Vastorg, in writing with reasons and supporting documents, within a period of sixty (60) days from its issuance. In the absence of contestation within this period, the invoice is deemed accepted. The contestation, even well-founded, does not exempt the Customer from payment of the uncontested sums.

8.7 Late payment

In the event of late payment by a Customer, penalties equal to three (3) times the legal interest rate are applicable automatically from the day following the due date, without prior formal notice, as well as a fixed indemnity for recovery costs of forty euros (€40.00) exclusive of tax per invoice, without prejudice to additional compensation upon supporting documents.

Any late payment entails the immediate enforceability of the entirety of the sums due and authorises Vastorg to suspend automatically any ongoing or new Order, without this suspension constituting a fault of Vastorg or giving rise to any indemnity.

Vastorg may set off any sum due to the Customer (refund, credit) against the sums that have remained unpaid.

8.8 Cancellation of Order

The Customer may request the cancellation or modification of its Order, provided that the Label has not been used and that the pickup is scheduled, at the time of the request, within a period greater than or equal to twenty-four (24) hours. No refund may be claimed when the pickup is scheduled within a shorter period, nor when the cancellation request does not comply with the Carrier's cancellation conditions.

In the event of a proper cancellation, the Customer is refunded the price paid, less any charges invoiced by the Carrier and a fixed handling fee of thirty euros (€30.00) exclusive of tax, within a period of ten (10) Working Days. If, despite the cancellation, the Customer hands over the Goods to the Carrier, the Order is deemed maintained and the entirety of the price is due.

8.9 Electronic invoicing

The Parties are informed of the progressive entry into force of the obligation of electronic invoicing between persons subject to value added tax established in France, resulting from Ordinance No. 2021-1190 of 15 September 2021 and its implementing texts. Since 1 September 2026, every business subject to VAT must be able to receive its invoices in electronic form through an accredited platform; the obligation to issue applies according to the statutory timetable specific to each category of business.

The Customer communicates to Vastorg, and keeps up to date, the information necessary for the addressing of its electronic invoices, and in particular its SIREN number, its intra-Community VAT number and, where applicable, the identifier of the accredited platform it has chosen. The Customer bears the consequences, in particular delays in receipt and payment, resulting from erroneous, incomplete or outdated addressing information.

Invoices issued and transmitted under the conditions of this article are deemed duly notified to the Customer on the date on which they are made available on the accredited platform. The contestation and payment periods provided for in articles 8.3, 8.6 and 8.7 run from that date.

8.10 Changes to the financial terms

None of the financial components of the Service is fixed. Vastorg may change them at any time, freely and without having to give any reason, and in particular:

• the prices of the Offers displayed on the Site, as well as the structure and level of Vastorg's remuneration under the Service;
• the price of the service of obtaining and managing the ad valorem insurance cover referred to in article 12.2, its method of calculation and its minimum charge;
• the charges, supplements and penalties listed in articles 8.4 and 8.7, as well as the declared value ceiling set in article 13;
• the price, duration, scope and benefits of the subscription plans.

The price applicable to an Order remains the one displayed on the Site at the time of its validation. No subsequent change has any effect on Orders already validated, and no change may give rise, for the benefit of the Customer, to any indemnity, discount, credit note, restitution, claim or recourse of any kind whatsoever against Vastorg.

The Customer holding a subscription retains the subscription price in force on the date of subscription until the end of the current commitment period. Any change to this price is notified to it in writing at least thirty (30) days before the renewal date and takes effect only upon the next renewal. The Customer who does not accept the new price may terminate its subscription, without charge or penalty, up until the effective date of that change; failing termination within this period, it is deemed to have accepted it. The terms of termination are those provided for in article 8.11.

Vastorg may likewise modify, suspend or withdraw an Offer, a plan, a functionality or an ancillary service, and cease to list a Carrier, without these changes giving rise to any indemnity. They have no effect on Orders already validated and, with regard to the subscribing Customer, may not deprive its subscription of its substance during the current commitment period.

8.11 Member subscription

The Member subscription gives access to the negotiated rates reserved for Members. It is taken out from the Site for a monthly, quarterly or annual commitment period, at the Customer's choice, at the prices displayed on the Site on the day of subscription. The subscription is payable in advance, in a single payment for the entire commitment period subscribed.

The subscription is renewed automatically (tacit renewal), for a commitment period of the same duration, failing termination under the conditions set out below. The price applicable to each renewed period is the one in force on the date of renewal, under the conditions of article 8.10.

Either Party may terminate the subscription by notifying the other no later than fourteen (14) calendar days before the end of the current commitment period. The Customer's notification is sent by email to operations@vastorg.com. Termination takes effect at the end of the current commitment period. In the absence of notification within this period, the subscription is renewed for a new commitment period.

The sums paid in respect of the current commitment period remain definitively acquired by Vastorg. No refund or pro rata amount is due on account of a termination, whatever its cause or originator, or of non-use of the Service.

On the effective date of termination, the Customer loses the benefit of the Member rates as well as, where applicable, of the periodic billing provided for in article 8.3, the outstanding balance becoming immediately due. Orders validated before that date retain the price displayed at the time of their validation.

In the event of non-payment of the subscription, Vastorg may, after prior information, suspend the benefit of the Member rates and then terminate the subscription automatically, without prejudice to articles 7.3 and 8.7 and without the sums already paid being refunded.

ARTICLE 9 – OBLIGATIONS OF THE CUSTOMER

9.1 Accuracy of information

The Customer warrants the accuracy, the sincerity, the completeness and the updating of all the information communicated when placing the Order, and in particular: identity, details and capacity of the sender and of the Consignee (majority age, capacity and applicable licences); nature, quantity, weight, dimensions, declared value, alcoholic strength and packaging of the Goods; customs particulars (HS codes, customs value, origin).

Any inaccurate, late or incomplete information engages the sole liability of the Customer and may entail a delay, a re-invoiceable additional cost, a customs blockage or the impossibility of performing the transport.

The Customer must be able to provide proof of the accuracy of its declarations in the event of contestation. To this end, it is recommended that it keep, for each Shipment, time-stamped photographs of the Goods, of their packaging and of the Label affixed, as well as any proof of value (invoice). These elements condition, in practice, the success of any subsequent claim with the Carrier or the insurer.

9.2 Packaging

The Customer is solely responsible for the packaging of the Goods, including where the packaging material was acquired from Vastorg under the conditions of article 4.6.

The packaging must be suited to the fragile nature of the containers, to the mode of transport and to the duration of conveyance, and strictly compliant with the Shipping Prerequisites as well as with the requirements of the chosen Carrier. The Shipping Prerequisites set out in particular the prohibited packaging configurations and the minimum characteristics required; in the event of a divergence between the Shipping Prerequisites and the Carrier's requirements, the strictest stipulation applies.

The Shipping Prerequisites set out minimum requirements, which are not exhaustive and do not exempt the Customer from assessing the suitability of its packaging for the Goods, the route and the service selected. Compliance with them constitutes neither a guarantee of the resistance of the packaging, nor a guarantee of the absence of damage, and effects no transfer to Vastorg of the responsibility for the packaging, which remains that of the Customer.

Any damage resulting from insufficient, unsuitable or non-compliant packaging engages the sole liability of the Customer. The liability of the carrier may only be engaged in the event of defective performance or of an incident occurring during conveyance. It does not cover damage originating in the preparation of the parcel.

Such damage gives no right to compensation, either from the Carrier or under the ad valorem insurance referred to in article 12.

The Shipment is handed over closed and ready for transport. Neither Vastorg, which never has the Goods in its possession, nor the Carrier opens the parcel or checks its contents, its cushioning or its inner packaging.

The taking over of the Shipment and the absence of reservations at pickup do not amount to recognition of the conformity of the packaging; an insufficiency not apparent from the outside may be established subsequently.

9.3 Presence at pickup and delivery

The Customer undertakes to be present, or to be represented, at the addresses and on the dates of pickup and delivery indicated, and to ensure that the Consignee is informed thereof. Failing pickup or delivery being possible for a cause attributable to the Customer or the Consignee, the ensuing charges (new presentation, return, storage, reshipment) are borne by the Customer under the conditions of article 8.4

The Customer provides a complete and accurate address as well as a local telephone number, in the fields provided for this purpose. Pickup and delivery presuppose a place accessible in complete safety, the vehicle being able to park in the immediate vicinity; the service is understood at ground level, up to the main door, to the exclusion of any carrying upstairs save a specific service agreed.

For palletised Shipments, loading and unloading, as well as the necessary equipment and labour, are incumbent on the Customer; excess immobilisation times, waiting periods and pickup failures attributable to the Customer or the Consignee are re-invoiced under the conditions of article 8.4.

9.4 Compliance and cooperation

The Customer warrants that the Goods and their shipment are compliant with all applicable laws and regulations (sale and distribution of alcohol, legal age of receipt, health and labelling regulations, intellectual property and geographical indications). The Customer cooperates in good faith with Vastorg, responds diligently to any request for information or document and reports any anomaly without delay.

9.5 Consequences of breaches

The breach by the Customer of any one of the obligations of this article authorises Vastorg, without prejudice to any other right, to refuse or suspend the performance of the Order without indemnity, to re-invoice the induced charges under the conditions of article 8.4, and to terminate the Contract under the conditions agreed in these terms.

9.6 Nature of the goods

The Service is exclusively reserved for the shipment of still wines, sparkling wines, champagnes, ciders and perries and, on an ancillary basis, non-alcoholic beverages, to the exclusion of spirits and of any other beverage not referred to above.

The nature of the goods admitted to and excluded from the Service is governed by article 10.4 of these terms. The Customer undertakes to hand over to the Carrier no goods other than the Goods defined in article 1, and no goods referred to in article 10.4.

9.7 Liability of the Customer for damage caused by the Shipment

The Customer is liable for all damage caused by its Shipment to the Carrier's personnel, to third parties, to installations, to means of transport or to other shipments, in particular as a result of unsuitable packaging, a leak, breakage or undeclared or prohibited goods. It indemnifies Vastorg against any claim, judgment, fine or sanction that would result therefrom, and its civil as well as criminal liability may be engaged on account of the breach of its obligations under these terms or the applicable regulations.

9.8 International sanctions and embargoes

The Customer warrants that neither it, nor the sender, nor the Consignee, nor any person concerned by the Shipment, nor the Goods or their destination are the subject of restrictive measures, embargoes or sanctions decided by the United Nations, the European Union, France or any other competent authority. The Customer refrains from using the Service in violation of a regime of international sanctions. No insurance cover is acquired, and Vastorg may refuse or interrupt any Order, for a Shipment to, from or in transit through a country, territory or person subject to such measures.

9.9 Sanction of breaches – penalty clause

In accordance with article 1231-5 of the French Civil Code, the handover to the Carrier of goods other than the Goods, of goods excluded within the meaning of article 10.4, or any false declaration on the nature, alcoholic strength or value of the Goods, shall give rise to the payment by the Customer of a fixed indemnity of five hundred euros (€500.00) exclusive of tax per Shipment concerned, by way of a penalty clause, without prejudice to the reparation of the actual damage suffered by Vastorg (in particular immobilisation, return, destruction, duties, taxes, fines, damage to reputation) and to the sanctions provided for in article 7.3.

9.10 Weather conditions and choice of the shipping date

The Customer is informed that the exposure of the Goods to high or low temperatures is liable to cause irreversible organoleptic alteration, cork push-out, leakage, breakage or deterioration of the labels, capsules and gift boxes, without such damage necessarily being detectable upon external examination of the parcel.

The choice of the shipping date is the sole decision of the Customer. It is for the Customer to consult, before each Order, the weather forecasts at the place of pickup, along the route and at the place of delivery, over the entire foreseeable duration of conveyance, and to postpone its Shipment where the thresholds set out in the Shipping Prerequisites are liable to be crossed.

Vastorg exercises no control over the shipping date selected by the Customer, offers no temperature-controlled conveyance and guarantees no thermal conditions during conveyance. The fact that Vastorg transmits an Order, including during a period of heat or frost, amounts neither to advice, nor to validation, nor to a guarantee as to the appropriateness of the date selected.

The Customer acknowledges that the alteration of the Goods resulting from the weather conditions encountered during conveyance is covered neither by the ad valorem insurance referred to in article 12, which expressly excludes it, nor by the liability of the Carrier where the Shipment was conveyed in accordance with the service subscribed. The Customer therefore assumes sole responsibility for it.

ARTICLE 10 – SPECIFICITIES OF THE TRANSPORT OF WINES AND CHAMPAGNES

10.1 Acknowledgment of the inherent risks

The Customer acknowledges having a perfect knowledge of the risks specific to the transport of wines and champagnes, and in particular: the fragility of glass containers (breakage, cracking, rupture of the crimping, unsealing of the capsule or cork), which cannot be entirely excluded even in the presence of careful packaging; the sensitivity to variations in temperature and humidity (oxidation, overflow, organoleptic alteration, freezing); the sensitivity to shocks and vibrations, in particular for fine, aged and sparkling wines; and the particular risks according to the mode of transport (pressure variations in air transport, duration and condensation in sea transport, vibrations and thermal exposure in road transport, transhipments in multimodal transport).

10.2 Acceptance of the hazards

The Customer accepts the hazards inherent in the transport of the Goods. Vastorg, which performs no transport operation, is in no case a guarantor of the physical, qualitative, organoleptic or commercial integrity of the Goods on arrival.

10.3 Right of refusal for manifest risk

Vastorg reserves the right to refuse, without indemnity, to transmit or maintain an Order presenting a manifestly unreasonable risk or a serious doubt as to its regulatory conformity (in particular precious Goods not insured to a corresponding amount, destination subject to restriction or prohibition, refusal by the Carrier solicited). This right does not constitute an obligation of control and its non-exercise does not engage the liability of Vastorg.

10.4 Excluded goods

The Service is exclusively reserved for the shipment of the items referred to in article 9.6.

The Customer declares, when placing the Order, the exact alcoholic strength of the beverages shipped.

The following are in particular excluded, without this list being exhaustive and without prejudice to the lists of prohibited or restricted goods specific to each Carrier:

• beverages having a strength of more than seventy percent (70%) alcohol by volume, whose air transport is prohibited by the regulations applicable to dangerous goods;
• beverages having a strength of more than twenty-four percent (24%) alcohol by volume that do not meet the exemption conditions provided for by the regulations applicable to dangerous goods (in particular, in air transport, receptacles with a unit capacity not exceeding five (5) litres and the maximum quantities admitted per parcel);
• non-hermetic, punctured or leak-prone containers (in particular certain packaging of the wineskin or flexible pouch type);
• shipments whose declared value exceeds the ceiling set in article 13, save acceptance under the conditions of that article;
• shipments to countries or territories closed to the shipment of alcohol or subject to an import licence which the Customer does not evidence;
• shipments whose export or import is prohibited or restricted by French law, by the law of the country of destination or by the Carrier's GTC;
• generally, any goods other than the Goods, as well as any dangerous, prohibited or regulated product that is inserted into a Shipment.

It is for the Customer to verify, before any Order, the eligibility of its Shipment with regard to the Carrier's GTC of the chosen Carrier and to the applicable regulations.

The Carrier may refuse to take over any Shipment not compliant with the foregoing stipulations or with its own restrictions; the consequences and charges resulting therefrom are borne exclusively by the Customer under the conditions of article 8.4.

In the presence of excluded goods, Vastorg may re-invoice the Customer for the entirety of the induced costs (immobilisation, return, destruction, duties, taxes, fines), the ad valorem insurance possibly taken out not being applicable.

As regards restrictions and prohibitions (nature of the Goods, packaging, value, destinations), the strictest stipulations of these GTS and of the Carrier's GTC apply cumulatively; any goods, operation or destination prohibited or restricted by any one of these documents is prohibited.

ARTICLE 11 – CUSTOMS, EXCISE DUTIES AND ALCOHOL REGULATIONS

11.1 Exclusive liability of the Customer

Subject to the steps expressly entrusted to Vastorg under the optional service provided for in article 11.7, the Customer is solely and entirely responsible for the conformity of the Goods to French, European and local regulations (country of destination and of transit), for their eligibility for export from France and for import into the country of destination, for compliance with the rules relating to excise duties, customs duties, local taxes and VAT, as well as for obtaining and the validity of the authorisations, licences or approvals required both on the sender's side and the Consignee's side. The Customer remains the sole guarantor of the veracity of the information provided for the purposes of customs formalities (values, quantities, compositions, origins).

11.2 Restrictions and prohibitions

The Customer is expressly informed, without this list being exhaustive, that the shipment of alcohol to private individuals is strictly regulated, or even prohibited, in numerous countries; that it may require specific licences on the importer's side; that the minimum legal age of receipt varies according to jurisdictions; that ceilings of quantity, value or alcoholic strength may apply; and that certain Carriers refuse or make conditional the conveyance of alcohol, in particular to private individuals. The Customer warrants compliance with the applicable regimes of economic sanctions, embargoes and restrictive measures (European Union, OFAC, UN, other jurisdictions).

11.3 Required documents

The Customer provides in due time the entirety of the information and documents necessary for the shipment (commercial invoice, electronic administrative document, certificates of origin, health or phytosanitary certificates, export declaration, VI-1 document, EORI number, harmonised system code, Incoterm) and warrants their accuracy. The drawing up of the commercial invoice and of the export declaration is incumbent on the Customer or on the customs declarant that it directly mandates.

11.4 Absence of the status of customs representative and excise operator

Vastorg is neither declarant, nor customs representative, nor authorised warehouse keeper, registered consignor or consignee. Subject solely to the optional excise management service provided for in article 11.7, Vastorg carries out no customs formality nor any step relating to excise duties on behalf of the Customer. Any contrary mention appearing, where applicable, on earlier commercial materials is deemed without object.

11.5 Duties and taxes at destination

Save express request of the Customer accepted by Vastorg, the customs duties, excise duties and taxes payable at destination are paid by the Consignee (arrangement usually designated "DAP"). Their assumption by the sender (arrangement usually designated "DDP") may be offered on request. These references are used for convenience to designate the party liable for the duties and taxes at destination; they are without effect on the sale contract possibly concluded between the Customer and the Consignee or any third party, to which Vastorg remains a stranger. The Customer and the Consignee are informed beforehand of any change of arrangement required and of any additional costs; the Customer then has, in the event of a significant additional cost, the right to cancel the Order not yet performed.

11.6 Duties, taxes, fines and indemnity

All duties, taxes, fines, immobilisation, storage and return costs, reassessments or penalties resulting from a regulatory non-conformity attributable to the Customer are borne exclusively by it and may be re-invoiced to it. The professional Customer indemnifies Vastorg, on first demand, against any action, claim, judgment, fine, reassessment or defence costs resulting from the breach of the applicable regulations by the Customer or on its behalf.

11.7 Optional excise management service

For certain countries of destination, Vastorg offers the Customer, as an option and against management fees indicated when placing the Order, to take charge of the declaration and payment of the excise duties payable, through a partner accredited tax representative.

This service is available only for the countries and regimes covered by that partner; the list thereof is accessible on the Site and the applicable list is the one in force on the date of the Order. It may change under the conditions of article 8.10.

Where the Customer subscribes to this service by ticking the box provided for that purpose when placing the Order, it gives Vastorg a mandate to have the movement declared and to have the corresponding duties paid to the authorities concerned. To that end, the Customer provides, under its responsibility, all the information and supporting documents requested, in particular the exact nature, the volume, the alcoholic strength and the value of the products as well as the identity and status of the Consignee.

The duties, taxes and costs advanced in this respect are re-invoiced to the Customer in addition to the management fees.

Outside this service, whether because the country of destination is not covered or because the Customer did not subscribe to the option when placing the Order, the Customer attends personally and exclusively to all of its obligations in respect of excise duties, under the conditions of article 11.1.

Vastorg exercises no control, verification or supervision over the fulfilment of these obligations, and offers no substitute solution. The transmission of the Order to the Carrier amounts neither to verification, nor to validation, nor to a warranty of the regularity of the Customer's situation with regard to excise duties.

The Customer remains solely liable for the consequences of any breach, under the conditions of article 11.6.

ARTICLE 12 – AD VALOREM INSURANCE

12.1 Ad valorem insurance taken out on behalf of the Customer

As the Service is exclusively reserved for professional Customers, Vastorg makes available to the Customer, without itself being an insurer or insurance intermediary, the benefit of an "ad valorem" damage insurance covering the declared value of the Goods during their transport. This cover is taken out by Vastorg with its insurer under a policy taken out on behalf of the Customer within the meaning of article L. 112-1 of the French Insurance Code: Vastorg has the status of policyholder and the Customer that of insured on whose behalf the cover is taken out. The cover is acquired solely under the conditions, limits, deductibles and exclusions of this policy, whose stipulations prevail over this article in the event of divergence.

In its capacity as forwarding agent (transitaire), Vastorg has an interest in the shipment within the meaning of the policy. It takes out the cover on behalf of the Customer under the latter's express mandate, given under the conditions of article 12.5. In the absence of a mandate duly given, no cover is acquired.

12.2 Regime according to the offer

The regime of the ad valorem insurance depends on the offer subscribed to:

Without Subscription offer and Member offer

The ad valorem insurance is optional and is not taken out by default. The Customer may request its benefit when placing the Order, at a cost equal to one percent (1%) of the declared value of the Shipment, with a minimum charge of ten euros (€10.00). Failing subscription, the Customer bears the risk relating to the Goods, within the sole limit of the Carrier's liability, which is often far below the actual value of the wines and champagnes (article 12.3).

Enterprise offer

The regime, the extent and the cost of the ad valorem insurance are determined on a case-by-case basis between the Parties, under the particular conditions agreed and subject to the insurer's agreement.

The sums referred to above correspond to the price of the service of obtaining and managing the cover provided by Vastorg; they do not constitute an insurance premium collected on behalf of the insurer.

12.3 Information on the limitations of liability of the Carriers

The Customer is informed that the Carriers benefit from legal or conventional limitations of liability, as a general rule far below the actual value of the Goods. The taking out of ad valorem insurance covering the actual value of the Goods is consequently strongly recommended.

12.4 Goods and destinations covered

The cover applies only to the Goods and destinations eligible under the policy. The Customer is expressly informed that:

• no cover is acquired for Shipments to, from or in transit through the countries and territories excluded by the policy, namely in particular: Afghanistan, Belarus, North Korea, Crimea, Cuba, the regions of Donetsk, Luhansk, Kherson and Zaporizhzhia, Iran, Iraq, Lebanon, Libya, Myanmar, the Central African Republic, the Democratic Republic of the Congo, Russia, Sevastopol, Somalia, Sudan, South Sudan, Syria, Ukraine, Venezuela, Yemen and Zimbabwe, as well as any country or territory subject to restrictive measures, sanctions or an embargo, or classified by the French marine and transport insurers' committee (Comité d'études et de services des assureurs maritimes et transports – CESAM) in the highest war-risk zones; this list, liable to change, is understood as kept up to date by the insurer and communicated by Vastorg on simple request;
• Goods travelling outside France to a country imposing a local insurance obligation cannot benefit from this cover.
• for air and sea conveyance, the cover applies only to loadings made on aircraft or vessels operated on scheduled services under a contract of carriage, to the exclusion of chartered means of transport.
• only wines and champagnes are listed among the goods covered by the policy; the ciders, perries and non-alcoholic beverages referred to in article 1 do not benefit from the cover, save express and prior agreement of the insurer obtained by Vastorg.

12.5 Subscription, declaration and taking effect

The request for cover is made at the latest when placing the Order and includes the duly substantiated declared value. By ticking, when placing the Order, the box relating to the subscription of the ad valorem insurance, the Customer gives Vastorg a written and express mandate to arrange the insurance of the Goods on its behalf. This mandate amounts to an insurance order; it is deemed given at the time of validation of the Order, prior to any taking over of the Goods by the Carrier, and declared by Vastorg to the insurer according to the terms and summaries provided for by the policy. The taking effect of the cover is subject to this declaration before the commencement of the risks and, where applicable, to the insurer's agreement. Any late or incomplete request, or request subsequent to the taking over, is liable to deprive the Goods of cover; save proven fault of Vastorg, the latter's liability cannot be engaged in this respect.

12.6 Insured value, ceiling and deductible

The insured value is determined in accordance with the stipulations of the policy, within the limit of the ceiling set in article 13 and of the maximum amount guaranteed by the policy. The losses and damage covered are settled without deductible, subject to the conditions of the policy in force on the date of the Order. The Customer warrants the accuracy of the value declared when placing the Order; any under-declaration or over-declaration falls within article 13.

12.7 Exclusions

The following are in particular excluded from the cover, under the conditions of the policy: the absence or insufficiency of the packaging, packing, cushioning or securing carried out by the Customer or on its behalf; inherent vice and the natural alteration of the wine (in particular oxidation); stains on the labels; cork defects; leakage without breakage; normal losses of weight or volume; the consequences of the influence of temperature; scratches, scrapes, chips, denting, rust and oxidation; the intentional, fraudulent or inexcusable faults of the Customer, the sender or the Consignee, as well as erroneous instructions given by them; fines, confiscations, requisitions and seizures; war, riots, strikes, terrorism and piracy, the "war risks" cover not being taken out by default and being available only on express request accepted by the insurer; delays and commercial or indirect losses of any kind, including differences in market price; regulatory non-conformity attributable to the Customer; as well as goods, destinations or operations excluded under international sanctions.

The complete conditions of the policy (covers, ceilings, deductibles and exclusions) are communicated to the Customer on request before subscription and kept at its disposal.

12.8 Status of Vastorg with regard to insurance

Vastorg is not an insurer. It guarantees neither the granting, nor the amount, nor the time frame of the indemnification, which fall exclusively to the insurer and to the conditions of the policy. Vastorg's role is limited to taking out the cover on behalf of the Customer, to declaring the values transported and to assisting the Customer in the constitution and follow-up of the claim file under the conditions of article 15. Taking out the cover on behalf of the Customer under the conditions of article L. 112-1 of the French Insurance Code, Vastorg carries out no insurance distribution activity within the meaning of articles L. 511-1 et seq. of the same code and receives no remuneration from the insurer.

12.9 Declaration and ascertainment of the loss

In the event of a loss, the Customer informs Vastorg thereof as soon as possible and, in any event, within a period not exceeding two (2) Business Days in the event of theft or wilful misconduct of the Carrier and five (5) Business Days in the other cases, these periods being those allowed to Vastorg by the policy. In the event of theft, the Customer lodges a complaint with the competent authorities within twenty-four (24) hours of becoming aware of the loss and transmits the receipt thereof to Vastorg. The Customer requires the Consignee to ascertain the damage and to request, where applicable, the intervention of the average adjuster designated by the insurer as soon as it is ascertained. The ascertainment of the damage must be requested from the average adjuster or the surveyor designated by the insurer or, failing that, from a judicial officer (commissaire de justice), at the latest within three (3) days of the end of the cover, save where the amount of the damage is below the survey-waiver threshold provided for by the policy, communicated by Vastorg on simple request. Failure to comply with this period entails the forfeiture of the right to indemnity. The Customer transmits all the documents required by the policy. Any inaccurate declaration of loss made in bad faith entails the forfeiture of the cover, in accordance with article L. 172-28 of the French Insurance Code. The same applies to the knowing use of inaccurate documents or fraudulent means, as well as to the deliberate omission to declare the existence of other insurance covering the same risk.

12.10 Subrogation

In the event of indemnification, the insurer is subrogated to the rights of the Customer and of Vastorg against the Carrier and any responsible third party, under the conditions of the policy.

12.11 Preservation of recourse and protective measures

On pain of losing the benefit of the cover, the Customer, as well as the Consignee for whom it is answerable, refrains from waiving, in whole or in part, any recourse against the Carrier or any other responsible third party, and from accepting any reduction of the limitations of liability provided for by the Carrier's GTC or by the applicable texts. The Customer takes all protective measures useful for the preservation of this recourse and for the limitation of the damage. It keeps the Goods, their outer and inner packaging, their cushioning and the parcel in their state until the closure of the claim file, without destroying, moving or reshipping them, and holds them at the disposal of the Carrier, the insurer and the surveyor designated, if any. It transmits to Vastorg all the documents required by the policy.

12.12 Duration of the cover

The cover takes effect upon the loading of the Goods, previously packaged and packed for shipment, onto the transport vehicle at the point of departure, and ends upon their unloading at the place of destination. It ends automatically in the event of early taking of delivery by the Customer, the Consignee or their employees, representatives or successors in title, upon expiry of the periods provided for by the policy running from the making available of the Goods by the last carrier, as well as upon expiry of the period provided for by the policy where the Shipment is immobilised owing to the Customer or the Consignee. No cover is acquired in respect of any immobilisation, storage or reshipment subsequent to the end of the cover.

ARTICLE 13 – DECLARED VALUE

The declared value means exclusively the market value of the Goods on the day of shipment, as results from the commercial invoice or, failing that, from the sale price actually charged by the Customer on that date. It includes no other component, and in particular not:

• the appraisal, collection, rarity, sentimental or speculative value, nor any quotation, auction or valuation subsequent to the shipment;
• the future or hoped-for value of the Goods, their expected appreciation over time, as well as any difference in market price, index or market value;
• the loss of the opportunity to realise a gain, a capital gain, a resale, an auction sale or any commercial transaction whatsoever;
• margin, loss of profit, loss of operation, of turnover or of clientele, nor any commercial, indirect or immaterial loss.

In the event of damage, the indemnity possibly due to the Customer, whether by the Carrier or by the insurer, is calculated on the sole basis thus defined, to the exclusion of any revaluation. It is for the Customer, if it deems it necessary, to take out directly any additional cover in respect of the heads of loss excluded by this article, which fall within neither the Service nor the policy referred to in article 12.

The declared value of the Goods, serving in particular as the basis for the ad valorem insurance, is capped at five thousand euros (€5,000.00) per Shipment, beyond which any cover requires a specific request of the Customer accepted by Vastorg, subject to the insurer's agreement.

The Customer warrants the accuracy of the declared value, which it evidences by the commercial invoice or any other probative document. Any under-declaration or over-declaration engages the liability of the Customer. Where the declared value is below the actual value of the Goods, the indemnity is reduced in the proportion existing between these two values, in accordance with the stipulations of the policy, subject to the tolerance provided for therein. Over-declaration may entail the reduction or refusal of the cover. The Customer has no recourse against Vastorg in this respect. Vastorg reserves the right to check the declared value at any time and to require its justification. In the event of under-declaration or over-declaration, in particular where the declared value manifestly exceeds the actual value of the Goods, Vastorg may refuse or revise the cover and, in the event of repeated inaccurate declarations or bad faith, terminate the Customer's Account under the conditions of article 7.3.

The Customer is expressly informed that the maximum amount guaranteed by the policy is assessed per means of transport and per event, and not per Shipment: where several Shipments are conveyed simultaneously and affected by the same event, the total indemnity remains limited to that amount, whatever the number of Shipments concerned. The indemnity liable to be paid can in no case exceed the maximum amount guaranteed by the policy, communicated to the Customer on simple request prior to any Order.

Vastorg reserves the right to monitor the claims rate per Account and to suspend or terminate, after prior information, the Account of a Customer presenting a claims rate significantly higher than the average, under the conditions of article 7.3.

ARTICLE 14 – LIABILITY OF VASTORG

14.1 Scope of Vastorg's liability

Vastorg intervenes at no time in the conveyance of the Goods. Vastorg's Service consists exclusively in providing the Customer with the benefit of negotiated rates, in transmitting to the chosen Carrier the Order as validated by the Customer and in making available the Label. Vastorg's liability can only be engaged on the basis of a proven personal fault committed in the performance of the Service or of the optional services expressly subscribed to by the Customer under articles 11.7 and 12, in respect of which Vastorg is bound only by an obligation of means. Since the details of the Offers presented on the Site are provided exclusively by the Carriers, the Customer may not exercise any claim or recourse against Vastorg concerning the content or performance of the Offer ordered.

14.2 Liability of the Carrier

The Carrier chosen by the Customer, which carries out the conveyance, is solely liable automatically for the total or partial loss, the damage and the delay, under the conditions and limits of its contract of carriage and of the applicable legal and conventional provisions. The Customer exercises any recourse for the performance of the transport directly against the Carrier, Vastorg assisting it in this process under the conditions of article 15. Vastorg in no case substitutes itself for the Carrier and is never required to indemnify the Customer on account of a loss falling within the Carrier's liability.

14.3 Exclusions

Without this being able to constitute an exemption from its proven personal fault, Vastorg is not liable for the acts of the Carriers and auxiliaries (as well as of the subcontractors, substitutes, agents and correspondents to which the Carrier has recourse under the conditions of article 3.5), for the physical operations of transport, handling, storage or delivery, for customs and regulatory events, for the consequences of the inaccuracy or incompleteness of the information and documents provided by the Customer, for the consequences of defective packaging, nor for cases of force majeure.

14.4 Liability ceiling

Vastorg's liability for proven personal fault, all damage combined, is limited per Order to the declared value of the Goods, with a ceiling set at the sum of two thousand euros (€2,000.00). This limitation finds its cause in the rate of the Service, the exclusively intermediary nature of the mission and the possibility offered to the Customer of taking out ad valorem insurance.

14.5 Exclusion of indirect damage

Vastorg is in no case liable for indirect, immaterial or consequential damage, in particular loss of operation, of turnover, of margin, of clientele or of opportunity, damage to image, commercial or tax prejudice, nor for the consequences of a delivery not compliant with an end customer.

14.6 Time limit for action

By derogation from article 2224 of the French Civil Code and in accordance with article 2254 of the same code, any action in liability of the professional Customer against Vastorg is time-barred after one (1) year from the day on which the professional Customer knew or ought to have known the facts enabling it to exercise it.

ARTICLE 15 – CLAIMS AND RESERVATIONS

In the event of loss, damage, shortage or delay, it is for the Consignee to verify the apparent state of the Shipment and to issue, on the Carrier's document and at the very moment of delivery, precise, dated and detailed reservations, then to confirm them to the Carrier in the legal forms and time limits. In the absence of proper reservations, the recourse against the Carrier may be lost.

15.1 Time limits for reservation and protest

The Customer requires the Consignee to comply with the applicable time limits, and in particular: in domestic transport, a reasoned protest sent to the Carrier within three (3) days, not including public holidays, following receipt (article L. 133-3 of the French Commercial Code); in international road transport (CMR), seven (7) days, Sundays and public holidays not included, for non-apparent damage and twenty-one (21) days in the event of delay (article 30 of the CMR Convention); in international air transport (article 31 of the Montreal Convention), a written protest within fourteen (14) days in the event of damage and within twenty-one (21) days in the event of delay.

These time limits are independent of those resulting from the Carrier's GTC and, for insured Shipments, of those provided for in article 12.9.

Several of them may run simultaneously in respect of the same incident; the Customer is required to comply with the shortest, compliance with one not exempting it from the others.

For insured Shipments, the time limits of article 12.9 apply in all cases, including where a longer period is open for the claim directed against the Carrier; failure to comply with them entails the loss of the cover, without recourse against Vastorg.

15.2 Notification to Vastorg

In order to enable Vastorg, where applicable, to relay the declaration to the insurer, the Customer notifies any loss to Vastorg as soon as possible and, for insured Shipments, within the time limits provided for in article 12.9, attaching dated photographs of the parcel, the packaging and the damage. This notification conditions Vastorg's intervention with the insurer. For insured Shipments, failure to comply with the time limits and forms provided for in article 12.9 is liable to entail the forfeiture of the cover, without recourse against Vastorg. The Customer's recourse against the Carrier remains governed by the time limits specific to the contract of carriage.

15.3 Handling of claims by Vastorg

By way of assistance to its mission and without commitment of result, Vastorg constitutes the desk for handling claims: it assists the Customer in the constitution and transmission of the claim file to the Carrier or to the insurer, follows it up and transmits to the Customer the indemnification proposals received. The Customer remains the sole decision-maker and the sole provider of the probative elements. This assistance entails neither substitution of Vastorg for the Carrier or the insurer, nor personal commitment of Vastorg on the outcome of the file.

The claim follows the following procedure, the Customer remaining bound by the time limits and terms, stricter where applicable, provided for by the Carrier's GTC and by the insurance policy.

Damage or shortage. The Customer has the damage or shortages ascertained by written, precise, dated reservations signed by the Consignee on the delivery document or the Carrier's terminal, and confirms these reservations to the Carrier by extrajudicial act or registered letter within the time limits of article 15.1. It keeps the Shipment and its packaging in their state until the completion of the investigation, takes time-stamped photographs before any unpacking and transmits to Vastorg, as soon as possible, the Order reference, the reservations, the photographs and the proof of value (invoice).

Loss. In the event of absence of delivery or of serious doubt as to the location of the Shipment, the Customer requests a location enquiry from Vastorg within a period of thirty (30) calendar days following the handover to the Carrier. The loss is only deemed established once the Shipment has been declared lost by the Carrier. The Customer then provides the documents required for the indemnification. If the Shipment declared lost is found after indemnification, the Customer returns without delay the indemnity received or, failing this, the Shipment found. Vastorg is not responsible for the time frames, decisions or refusals opposed by the Carrier or the insurer, nor for claims rejected owing to late, incomplete or inaccurate documents; it may refuse to investigate or relay a claim based on incomplete, inaccurate data or data provided in violation of these terms. The indemnification possibly due is assessed on the basis defined in article 13, less recoverable value added tax, under the conditions of the policy and of the contract of carriage.

Contestation of delivery. Where the Shipment is indicated as delivered but the Consignee declares not having received it, the Customer contests the delivery with Vastorg within a period of three (3) Working Days following the indicated delivery date, providing the Order reference, a sworn statement signed by the Consignee (or by the sender in the event of a return) and a copy of an identity document of the signatory. The contestation is not admissible for deliveries without signature, in a letterbox, against a code, or at a relay point or automatic locker. Delivery is deemed carried out, in particular, in the event of handover of the Shipment to any person present at the indicated address (including a neighbour, a caretaker or an employee), deposit at a relay point or in an automatic locker, handover to another agreed address, leaving of a delivery notice, or return of the Shipment to the sender.

Documents and time bar. The Customer transmits all the requested documents and information within a period of seven (7) calendar days following the opening of the file or, if later, Vastorg's request. Failing this, the file is closed without further action, without Vastorg incurring any liability in this respect. In the absence of ascertainment, reservations, documents or compliance with the above time limits, the claim may be rejected by the Carrier or the insurer, without Vastorg being answerable therefor. The indemnification, when due, is paid by the Carrier or the insurer within the limits of their liability and the conditions of the policy.

15.4 Claims against Vastorg

On pain of inadmissibility, any claim of the Customer liable to found a liability of Vastorg within the meaning of article 14 must be addressed to it by registered letter with acknowledgment of receipt or by email within a period of thirty (30) days following knowledge of the operative event. In the absence of notification within this period, the Customer shall be time-barred from any right to claim or action against Vastorg for the operative event concerned. Compliance with this period is without effect on the shorter time limits for reservation and declaration with regard to the Carrier and the insurer.

ARTICLE 16 – NOTICE OF DISTRESS AND ABANDONED PARCEL

The treatment of Shipments that cannot be delivered (absence of instructions, Consignee not found, refusal of the Goods) falls within the contract of carriage and the Carrier's GTC, which determine in particular the terms of notice to the Customer, of formal notice, of new presentation, of return, of storage and, where applicable, of disposal of the Goods under the conditions provided for by law. Vastorg relays to the Customer, as soon as it becomes aware thereof, the notices of distress and requests for instructions issued by the Carrier, without this assistance entailing any proper obligation or liability as to the fate of the Goods. The ensuing charges are borne by the Customer under the conditions of article 8.4.

ARTICLE 17 – FORCE MAJEURE

A case of force majeure is any event presenting the characteristics of article 1218 of the French Civil Code, and in particular: wars, armed conflicts, civil unrest, terrorist attacks, blockades, international sanctions, embargoes, epidemics and pandemics and measures taken in consequence, exceptional bad weather, natural disasters, fires, floods, failures of essential networks, major cyberattacks, strikes (including of the Carriers), border closures, delays or refusals of customs, health or administrative authorities. The affected Party notifies the other Party without delay; the affected obligations are suspended for the duration of the event, without indemnity. The occurrence of a case of force majeure does not exempt the Customer from payment of the Service performed and of the costs advanced.

ARTICLE 18 – PERSONAL DATA

Vastorg implements the processing of personal data necessary for the Service in compliance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act (loi Informatique et Libertés). The data of the Customer and of the Consignees are processed on the basis of the performance of the Contract, compliance with legal obligations (accounting, tax and customs) and the legitimate interest of Vastorg (fraud prevention, IT security, canvassing of professional Customers).

The data are kept for the time necessary for the purposes pursued, increased by the legal periods of limitation and retention; by way of indication, Account data are kept for the duration of the relationship and then three (3) years for canvassing purposes, and contractual and accounting documents for ten (10) years. Vastorg communicates these data to its authorised staff, to its service providers (in particular IT, payment and insurance providers), as well as to the Carriers. For the purposes of the conveyance of the Goods and of their own obligations, the Carriers act as separate data controllers for the data transmitted to them.

Since certain Carriers may be established outside the European Union, any transfer of data outside the Union is framed by appropriate safeguards (standard contractual clauses of the European Commission, adequacy decisions or any other mechanism recognised by the GDPR). The Customer and the data subjects may exercise their rights of access, rectification, objection, erasure, portability and restriction, as well as define post-mortem directives, by contacting operations@vastorg.com, and have the right to lodge a complaint with the CNIL. The privacy policy accessible on the Site supplements this article.

ARTICLE 19 – DURATION, TERMINATION AND INTELLECTUAL PROPERTY

19.1 Duration and termination

The Contract takes effect upon acceptance of the GTS when placing the Order and ends upon the complete performance of the Service, without prejudice to the stipulations intended to survive. In the event of a serious breach by a Party, the other may terminate automatically fifteen (15) days after formal notice that has remained without effect. Vastorg may further terminate the Contract or close the Account, after prior information, in the event of default of payment, false declaration, regulatory non-conformity, violation of international sanctions or abnormal claims rate.

The following stipulations survive the end of the Contract, whatever its cause: those relating to evidence and archiving (article 5.5), to price, billing and payment (article 8), to obligations, warranties and liabilities (articles 9, 11, 14 and 15), to personal data (article 18), to intellectual property (article 19.3) as well as to the applicable law and jurisdiction (article 20).

19.2 Access to the Site

Vastorg is bound, as regards the access and operation of the Site, by an obligation of means; access may be interrupted occasionally, in particular for maintenance. Save proven fault of Vastorg, Vastorg's liability cannot be engaged on account of an occasional unavailability of the Site or a connection problem.

19.3 Intellectual property

All the elements of the Site (texts, images, databases, software, trademarks, logos, architecture) are protected by intellectual property law. Any unauthorised reproduction or use is prohibited.

The Contract entails no assignment of intellectual property rights for the benefit of the Customer, which benefits from a mere right of access and use of the Site, personal, non-exclusive and non-transferable, for the sole needs of the Service.

19.4 Hyperlinks, cookies and Site policies

The Site may contain hyperlinks to third-party sites, in particular those of the Carriers. Vastorg exercises no control over these sites and is not responsible for their content. The terms of use of cookies and of the processing of personal data are specified, respectively, in the Cookies Policy and the Privacy Policy accessible on the Site, which supplement these GTS.

19.5 Fair use of the Site and security

The Customer undertakes to use the Site and the Service in accordance with their purpose, these GTS and the applicable laws and regulations. It refrains in particular from: collecting, extracting or storing personal data relating to other users; hindering or disrupting the operation, integrity or security of the Site; attempting to access unauthorised areas or data; usurping the identity of a third party or of Vastorg; introducing any malicious code; or sending, by means of the Site, unsolicited messages. The Customer further refrains from transmitting through the Site any unlawful, inaccurate, disparaging, defamatory content or content infringing the rights of a third party. Any breach of this article authorises Vastorg to suspend or close the Account under the conditions of article 7.3, without prejudice to any damages.

ARTICLE 20 – MISCELLANEOUS PROVISIONS AND DISPUTES

20.1 Entirety, partial nullity and non-waiver

The Contract constitutes the entirety of the agreement between the Parties. The nullity or inapplicability of a clause does not entail the nullity of the other stipulations. The Parties shall then endeavour to replace the null or inapplicable clause with a valid stipulation of equivalent economic effect. The fact that Vastorg does not avail itself of a breach does not amount to a waiver of the right to avail itself thereof subsequently.

20.2 Assignment and independence of the Parties

The Customer may not assign the Contract without the prior written agreement of Vastorg, which may freely assign it to any company of its group or to any assignee of its assets. The Parties remain independent contracting parties, no stipulation of these terms entailing a general mandate, representation, partnership or joint venture between them, subject to the special and limited mandates expressly provided for in articles 11.7 and 12.5.

20.3 Language

These GTS are drawn up in the French language. In the event of a translation, the French version prevails and is the sole authentic version between the Parties.

20.4 Applicable law

The Contract is exclusively governed by French law.

Each Party declares that it accepts to assume the risks of any change of circumstances unforeseeable at the time of conclusion of the Contract and expressly waives the right to avail itself of the provisions of article 1195 of the French Civil Code.

20.5 Amicable resolution

Prior to any action, the Parties endeavour to resolve amicably any dispute, the most diligent Party notifying the subject and grounds of the dispute to the other, which has sixty (60) days to respond. This clause does not preclude urgent, precautionary or interim measures.

20.6 Competent jurisdiction

Any dispute between Vastorg and a professional Customer falls within the exclusive jurisdiction of the court territorially competent in the district in which Vastorg's registered office is located, including in the event of interim proceedings, warranty claim or plurality of defendants.

Last updated: 1 September 2026