Vastorg

General Terms of Service

This English version is a digital translation provided for information only. The French version is the only authoritative one between the Parties (see article 19.6). In case of discrepancy, the French version prevails.

PREAMBLE

VASTORG, a simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 10,000.00, registered with the Trade and Companies Register of Metz (57000) under number 104 039 854, with its registered office at 8 rue Graham Bell, Metz (57070) (hereinafter "Vastorg"), carries out, on a professional and habitual basis, an intermediation activity in the organisation of shipments of wine, spirits and alcoholic beverages from France to any destination worldwide.

These General Terms of Service (hereinafter the "GTS") are intended to define the exclusive legal framework of the contractual relationship between Vastorg and any natural or legal person, whether professional or non-professional, using its services (hereinafter the "Customer").

The Customer acknowledges having received the GTS prior to any Order, having fully read them, having understood their legal scope, and accepting them without reservation.

The GTS prevail over any other document, in particular over the Customer's general terms of purchase. Any derogation from these terms may only result from a writing expressly signed between 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 the provisions of the French General Tax Code.
  • "Bottle": any container made of glass or any other material, containing wine, spirits or alcoholic beverages, entrusted to Vastorg for shipping.
  • "GTS": these General Terms of Service of Vastorg.
  • "Customer": any natural or legal person, whether professional (referred to as "Professional Customer" or "B2B") or non-professional (referred to as "Consumer Customer" or "B2C"), who requests Vastorg's services.
  • "Recipient": the natural or legal person designated by the Customer as the recipient of the Goods at the delivery address indicated in the Order.
  • "Order": the request for Services placed by the Customer and accepted by Vastorg under the conditions of article 4.
  • "Contract": the whole formed by the GTS, the Quote or order confirmation, and any annex expressly accepted by the Parties.
  • "Quote": the pricing and Services proposal sent by Vastorg to the Customer.
  • "Shipment": any package or pallet of Goods delivered for shipping purposes.
  • "Shipping Operation": the physical transport operation carried out by a third-party Carrier between the pickup address and the delivery address.
  • "Goods": the wine, spirits and alcoholic beverages entrusted to the Carrier, together with any packaging containing them and any associated accessories.
  • "Mandate": the mandate granted by the Customer to Vastorg pursuant to articles 1984 et seq. of the French Civil Code.
  • "Parties": Vastorg and the Customer.
  • "Services": the intermediation, mandate and assistance services provided by Vastorg, to the exclusion of any transport service.
  • "Carrier": any third-party transport company (road, sea, river, air, multimodal) or transport auxiliary (freight forwarder, transit agent, handler, warehouse keeper, customs broker, importer etc.) with which a transport contract or related contract is entered into directly by the Customer through Vastorg acting in its capacity as agent.
  • "Vastorg": the company VASTORG as defined in the Preamble.

ARTICLE 2 - PURPOSE AND SCOPE

2.1 Purpose

These GTS are intended to define, on an exclusive basis, the conditions under which Vastorg agrees to act, in the name and on behalf of the Customer, in the organisation of Shipping Operations of wine, spirits and alcoholic beverages from France to any geographical area in the world.

2.2 Scope

The GTS apply to any Order placed with Vastorg, whether placed by:

  • a Professional Customer: producer, merchant, wine retailer, distributor, sales agent, importer, exporter, or any other operator acting for the purposes of its professional activity;
  • a Consumer Customer, acting for purposes which do not fall within the scope of its commercial, industrial, craft or professional activity.

Provisions specific to Consumer Customers (B2C) are expressly identified as such in these terms.

2.3 Enforceability

The GTS prevail over any general terms of purchase or other documents of the Customer, which are expressly rejected, save for prior written acceptance by Vastorg. The placing of an Order entails full, complete and unreserved adherence to these terms.

2.4 Changes to the GTS

Vastorg reserves the right to amend the GTS at any time. The version applicable to a Contract is the one in force on the date of the Order.

ARTICLE 3 - LEGAL QUALIFICATION OF VASTORG

This article constitutes an essential and decisive provision of Vastorg's consent. The Customer expressly acknowledges having read its scope and accepts it without reservation.

3.1 Pure agent capacity

Vastorg acts exclusively, vis-à-vis any Customer and for any Order, as an agent within the meaning of articles 1984 et seq. of the French Civil Code. As such, Vastorg acts in the name and on behalf of the Customer.

3.2 Express exclusion of freight-forwarder capacity

The Customer acknowledges having been informed that Vastorg:

  • does not undertake any obligation of result regarding the routing of the Goods;
  • has no freedom of choice in organising the transport other than that necessary for the diligent performance of its mandate within the framework of the Customer's instructions;
  • does not act as a freight forwarder within the meaning of articles L.1432-2 et seq. of the French Transport Code.

No provision of the GTS, no commercial communication, no operational document may, by itself, be interpreted as evidencing on Vastorg's part an intention to act as a freight forwarder. Consequently, Vastorg's liability cannot be engaged on the basis of the regime applicable to freight forwarders, which the Customer expressly acknowledges and accepts.

3.3 Exclusion of carrier capacity

Vastorg is in no event a carrier. Vastorg does not perform, either itself or through its agents, any physical transport operation, whether by road, sea, river, air or multimodal. No provision of the GTS may be interpreted as conferring on Vastorg the capacity of carrier or hauler within the meaning of article L.1432-3 of the French Transport Code.

Likewise, the Goods never transit through any warehouse under Vastorg's responsibility.

3.4 Best-efforts obligation

Within the framework of its intermediation and mandate mission, Vastorg is bound only by a best-efforts obligation, to the exclusion of any obligation of result.

ARTICLE 4 - FORMATION OF THE CONTRACT

4.1 Quote

Any Service is preceded by a Quote prepared by Vastorg, valid for seven (7) days unless otherwise stated. The Quote is prepared on the basis of the information communicated by the Customer, who guarantees its accuracy and good faith.

4.2 Acceptance

The Contract is formed by the Customer's express acceptance of the Quote (signature, electronic validation or any email containing explicit approval) and by full payment of the price under the conditions of article 11.

4.3 Order

For the Order to be valid, the Customer must in particular provide Vastorg with the following information (non-exhaustive list):

  • type and nature of the Products,
  • quantities, weight and volume,
  • declared value,
  • pickup address and delivery address,
  • contacts for delivery and pickup,
  • any specific instructions.

The information must be accurate and complete. Any error or omission may result in processing delays, additional costs, customs blocks, or Customer liability.

Any error or omission in the supply of this information releases Vastorg from any liability in the event of poor performance or non-performance of the GTS.

4.4 Subsequent amendments

Any amendment to the Order after its acceptance must be the subject of a new Quote and a new acceptance. Vastorg reserves the right to pass on to the Customer any increase in costs, taxes, surcharges (fuel, security, BAF, CAF, etc.), exchange-rate variations, regulatory requirements or exceptional routing conditions arising after the Quote has been issued.

4.5 Right of withdrawal (Consumer Customer)

Pursuant to article L.221-28, 13° of the French Consumer Code, the right of withdrawal does not apply to services for the transport of goods and to related services for which the professional undertakes to provide the service on a specific date or period.

For Services that fall outside the scope of this exception, the Consumer Customer has a period of fourteen (14) days to exercise its right of withdrawal. However, where the Consumer Customer requests the immediate performance of the Services before the expiry of this period, it is expressly informed that it waives its right of withdrawal in accordance with articles L.221-25 and L.221-28, 1° of the French Consumer Code.

4.6 Evidence of transactions

The Parties expressly agree that computer records, electronic correspondence (in particular emails), electronic confirmations of Quotes or Orders, and data stored in Vastorg's information systems constitute admissible and binding evidence of transactions, in accordance with articles 1366 and 1367 of the French Civil Code. Vastorg keeps such data for the applicable limitation period.

4.7 Legal capacity of the Customer and Recipient

The Customer warrants that it has full legal capacity to contract, that it is at least eighteen (18) years old if a natural person and, where acting as a Professional Customer, that it holds all authorisations, licences, approvals or permits required by the applicable regulations to carry out its activity and to market the Goods.

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

4.8 Acceptance of the Carriers' specific conditions

Given Vastorg's pure-agent capacity recalled in article 3, and since the transport contract is entered into directly between the Customer and the Carrier, the chosen Carrier's general and specific conditions (hereinafter the "Carrier Specific Conditions") apply by operation of law to the Customer-Carrier relationship. The Customer expressly acknowledges and accepts, by placing any Order, that it has read them or has the means to do so, and adheres to them without reservation. Vastorg may, on the Customer's first request, communicate or make accessible the Carrier Specific Conditions in its possession. No absence or insufficiency of communication may be invoked against Vastorg, since the Customer remains free to request these conditions directly from the Carrier concerned.

In the event of a discrepancy between these GTS and the Carrier Specific Conditions, these GTS exclusively govern the relationship between the Customer and Vastorg, while the Carrier Specific Conditions exclusively govern the relationship between the Customer and the Carrier.

ARTICLE 5 - DESCRIPTION OF THE SERVICES

5.1 Scope of the Services

Vastorg offers, on a limited basis, the following Services:

5.1.1 Intermediation services

  • search, selection and qualification of Carriers;
  • pricing negotiation with the Carriers on behalf of the Customer;
  • transmission of the Customer's instructions to the Carriers;
  • connection and operational coordination;
  • administrative follow-up of Shipping Operations;
  • assistance with handling disputes with the Carriers, with no commitment as to result.

5.1.2 Documentary assistance services

  • assistance in preparing transport and export documents based on the information provided by the Customer;
  • formal verification of documents provided by the Customer (without substantive review);
  • assistance with administrative procedures.

5.1.3 Ancillary services (on express request)

  • proposal of an insurance offer for the Goods;
  • supply of packaging for the Goods.

5.2 Exclusions from scope

The following are expressly excluded from the scope of Vastorg's Services:

  • any physical transport operation, whatever the mode;
  • any physical handling, loading, unloading or warehousing operation;
  • any physical packaging or repackaging operation;
  • any personal customs declaration by Vastorg, which remains the Customer's responsibility or that of the customs broker mandated by the Customer;
  • any legal, tax, customs, sanitary, regulatory or commercial advice.

5.3 Extent of the mission

Vastorg's mission is strictly limited to intermediation and assistance, under the conditions set out above. It contains no obligation to route, deliver to the recipient, or preserve, safeguard or maintain the integrity of the Goods.

ARTICLE 6 - SPECIFIC FEATURES OF WINE AND SPIRITS TRANSPORT

6.1 Customer's acknowledgement of inherent risks

The Customer expressly acknowledges that it has full knowledge of the risks inherent in the transport of wine, spirits and alcoholic beverages, and in particular:

6.1.1 Fragility of containers

Bottles and other glass containers are, by their nature, fragile. Any transport entails an irreducible risk of breakage, cracking, chipping, crimp rupture, capsule or cork unsealing, which cannot be entirely excluded, even with careful packaging.

6.1.2 Sensitivity to temperature and humidity variations

Wine and spirits are products sensitive to temperature and humidity variations. Any prolonged exposure to extreme temperatures (heat or cold), to significant thermal differences, to direct sunlight, or to inadequate humidity is likely to alter the Goods (oxidation, deformation or unsealing of the cork, leakage, organoleptic change, freezing, etc.).

6.1.3 Sensitivity to shocks and vibrations

Wines, in particular fine wines, aged wines and sparkling wines, are sensitive to shocks and vibrations, which may cause lasting "bottle shock", quality alteration, or cork unsealing.

6.1.4 Specific risks by mode of transport

  • air transport: pressure variations likely to cause leakage;
  • sea transport: routing duration, condensation, prolonged climatic variations, exposure to salt air;
  • road transport: vibrations, shocks, immobilisation at border crossings, thermal exposure in the cab or trailer;
  • multimodal transport: multiplication of handling operations and transhipment points.

6.2 Customer's acceptance of contingencies

The Customer expressly accepts the contingencies inherent in the transport of the Goods. It acknowledges that Vastorg is in no event a guarantor of the physical, qualitative, organoleptic or commercial integrity of the Goods upon arrival, nor of the absence of alteration during routing.

6.3 Customer's responsibility regarding packaging

In accordance with article 8.1 below, the Customer is solely responsible for the packaging of the Goods, even where the packaging has been supplied by Vastorg. Any damage resulting directly or indirectly from inadequate, unsuitable, defective packaging or packaging not in line with the professional usages of wine and spirits transport engages the sole liability of the Customer.

6.4 Vastorg's recommendations

Vastorg may make recommendations regarding packaging, mode of transport, routing conditions or the subscription of ad valorem insurance. Such recommendations are mere advice, given on a purely indicative basis, and do not engage Vastorg's liability in any way, nor do they release the Customer from its own obligations.

6.5 Right of refusal for manifest risk

Vastorg reserves the discretionary right to refuse, at any time and without compensation, to continue organising a Shipping Operation where it considers it presents a manifestly unreasonable risk, including in particular: particularly valuable Goods not insured to a corresponding amount, extreme climatic conditions incompatible with the nature of the Goods, destination subject to restrictions or prohibitions, refusal by the Carriers approached, or serious doubt about the regulatory compliance of the Shipping Operation. This right shall not be interpreted as an obligation to verify, and its non-exercise shall not engage Vastorg's liability.

ARTICLE 7 - CUSTOMS, EXCISE DUTIES AND ALCOHOL REGULATION

7.1 Customer's exclusive responsibility

The Customer is solely and entirely responsible:

  • for the compliance of the Goods with French, European and local regulations (destination country and transit countries);
  • for the eligibility of the Goods for export from France;
  • for the eligibility of the Goods for import into the destination country;
  • for compliance with rules relating to excise duties, customs duties, local taxes, value-added tax and administrative formalities;
  • for obtaining and maintaining the validity of any authorisations, licences or approvals that may be required on both the shipper's and the recipient's side.

The Customer remains solely responsible for the truthfulness and accuracy of the information provided for the purpose of completing the customs or administrative formalities that may be required for delivery, in particular the values, quantities, compositions and origins of the Products.

7.2 Restrictions and prohibitions

The Customer warrants to Vastorg that the Goods are not subject to any export or import prohibition or restriction. The Customer undertakes to comply with regimes of economic sanctions, embargoes, restrictive measures and lists of designated persons or entities (European Union, OFAC, United Nations, other applicable jurisdictions).

The Customer is further informed, without limitation, of the following:

  • the shipment of alcohol to private individuals is strictly regulated, or even prohibited, in many countries;
  • the shipment of alcohol may require specific licences on the importer's side;
  • the minimum legal age of receipt varies by jurisdiction;
  • caps on quantity, value or alcohol content may apply;
  • certain transport companies refuse or condition the carriage of alcohol, in particular to private individuals.

7.3 Required documents

The Customer provides Vastorg, in due time, with all documents necessary for the shipment, in particular, depending on the case: commercial invoice, electronic administrative document (e-AD), simplified accompanying document (SAD), commercial accompanying document (CAD), certificates of origin, sanitary or phytosanitary certificates, export declaration (EX1), EUR.1 forms, VI 1 document, product sheet, compliant label, and any other document required by French, European or destination-country or transit-country regulations. The Customer warrants the accuracy, completeness and good faith of all these documents.

7.4 Customs declarations

Vastorg 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 (Regulation (EU) No 952/2013). Any customs declaration is made by the Customer itself or by a customs broker mandated directly by the Customer. Vastorg may, at the Customer's request, facilitate its connection with a customs broker, without such introduction engaging Vastorg's liability.

7.5 Excise duties and taxation

Excise duties, consumption taxes, value-added tax, equivalent taxes or any other levies and duties potentially due in connection with the shipment are borne exclusively by the Customer (in its capacity as shipper, recipient or taxpayer, depending on the applicable regimes). Vastorg never acts as 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.

7.6 Duties, taxes, fines and induced costs

All duties, taxes, fines, immobilisation costs, storage costs, return costs, procedural costs, tax adjustments or penalties resulting directly or indirectly from a regulatory non-compliance attributable to the Customer, or from the performance of the Customer's instructions, are borne exclusively by the Customer. Vastorg may re-invoice the Customer for any sum advanced in this respect, plus a flat-rate handling fee of one hundred euros (EUR 100.00).

7.7 Customer's indemnity

The Customer indemnifies Vastorg against any action, claim, conviction, fine, tax or customs adjustment, defence costs or any other loss resulting directly or indirectly from a violation, by the Customer or on its behalf, of the applicable regulations. This indemnity is payable on first demand, without prejudice to Vastorg's right to require any useful supporting evidence.

7.8 Incoterms

Shipments are carried out, at the Customer's choice, under the Incoterm Delivered Duty Paid (DDP) or Delivered At Place (DAP).

The Customer and/or the Recipient will be informed by Vastorg if a change to the initially chosen Incoterm becomes necessary. Vastorg's liability cannot be engaged by the Customer or the Recipient in the event of a change of Incoterm or modification of the aforementioned costs, and the Customer and/or the Recipient cannot be released from their obligations, in particular the obligation to pay fees or the sale price of the Services or the Products, in such a situation.

7.9 Prohibited goods and restrictions

The Customer is solely responsible for verifying that the Goods comply with applicable regulations, with these GTS and with the Carrier Specific Conditions. Goods whose transport, export, import, transit or delivery to the Recipient is prohibited, restricted or conditioned by any applicable legal, regulatory or contractual provision, as well as any Goods appearing on the Carriers' lists of restricted or prohibited goods, are expressly considered prohibited.

In particular, without this list being exhaustive, the following are deemed prohibited or subject to strict restrictions: dangerous goods; counterfeit goods and infringements of intellectual property rights; goods subject to economic sanctions, embargoes or restrictive measures; goods whose shipment to a private individual is prohibited or conditioned by a licence in the destination country; any goods whose characteristics (alcohol content, volume, value, packaging) exceed the limits accepted by the Carrier or the applicable regulations.

Where Goods are prohibited, restricted or presumed to be so, Vastorg may, at its sole discretion and without engaging its liability: (i) refuse to organise the Shipping Operation; (ii) interrupt the performance of an Order in progress; (iii) hand over the Goods to the competent authorities in the event of seizure, retention or requisition by the administration; (iv) re-invoice the Customer for all induced costs (immobilisation, return, destruction, duties, taxes, fines, defence costs). Any ad valorem insurance subscribed will not apply and any additional costs will remain the exclusive responsibility of the Customer.

ARTICLE 8 - CUSTOMER'S OBLIGATIONS

8.1 Packaging

The Customer is solely responsible for the packaging of the Goods. The packaging must be:

  • suitable for the fragile nature of the bottles and other containers;
  • compliant with the professional usages of international wine and spirits transport (wooden cases, internal bracing, cellular dividers, cardboard outer packaging certified compliant with Carrier requirements, isothermal containers where applicable);
  • suitable for the chosen mode of transport and the routing duration;
  • suitable for the climatic constraints of the route;
  • compliant with regulatory requirements regarding labelling, mandatory markings and, where applicable, dangerous-goods marking.
  • approved as "Heavy Export Packaging", i.e. compliant with the ISTA 3A test procedure or an equivalent procedure recognised by the major transport-insurance companies.

In particular, save for prior express written consent from Vastorg, the following are prohibited:

  • unreinforced wooden crates that do not comply with export usages;
  • unreinforced original winemaker cartons;
  • reused packaging or packaging showing signs of moisture, shocks or damage;
  • any packaging that is not certified or tested in accordance with a recognised procedure.

Where packaging is manifestly non-compliant with the requirements above, Vastorg may, at its discretion and without engaging its liability: (i) refuse to organise the Shipping Operation; (ii) ask the Customer to repackage at its sole expense beforehand; (iii) invoice the Customer for any additional repackaging, immobilisation or return cost resulting therefrom, with supporting documents; (iv) draw the Customer's attention to the fact that any ad valorem insurance subscribed is liable not to cover losses resulting from non-compliant packaging. This right shall not be interpreted as an obligation to verify, and its non-exercise shall not engage Vastorg's liability.

Vastorg may, at its sole discretion, refuse an Order whose packaging appears manifestly inadequate. This right shall not be interpreted as an obligation to verify, and its non-exercise shall not engage Vastorg's liability.

8.2 Accuracy of information

The Customer warrants the accuracy, good faith, completeness and updating of all information communicated to Vastorg, in particular:

  • identity, contact details and capacity of the shipper and recipient (in particular legal age, professional or consumer status, licence, etc.);
  • nature, quantity, weight, dimensions, value, alcohol content and packaging of the Goods;
  • any specific fragility, specific storage requirements;
  • applicable restrictions, authorisations, licences;
  • customs information (HS codes, customs value, preferential origin, Incoterm).

Any inaccurate, late or incomplete information engages the sole liability of the Customer. Vastorg may re-invoice the Customer for any additional cost resulting therefrom.

8.3 Legal compliance of shipments

The Customer warrants that the Goods and their shipment comply with all applicable laws and regulations, in particular regarding:

  • sale and distribution of alcohol;
  • minimum legal age for purchasing and receiving alcohol;
  • consumer protection;
  • intellectual property, trademarks, geographical indications (PDO, PGI);
  • health regulations and labelling.

8.4 Compliance with rules relating to alcohol

The Customer expressly acknowledges that:

  • the marketing and shipment of alcohol are strictly regulated in almost all jurisdictions;
  • shipment to a private recipient is, in some countries, subject to the obtaining of licences (for example, the recipient-importer must hold an import licence or specific approval);
  • certain platforms or Carriers refuse or condition the transport of alcohol, in particular to private individuals;
  • responsibility for full compliance with these rules lies entirely with the Customer.

8.5 Prior payment

The Customer must pay all sums due in full prior to any pickup of the Goods, in accordance with the terms of article 11.

8.6 Cooperation in good faith

The Customer cooperates in good faith with Vastorg, in particular by responding promptly to any request for information or documents, by reporting any anomaly brought to its attention immediately, and by updating its contact details if they change.

8.7 Consequences of failure to comply with the Customer's obligations

Failure by the Customer to comply with any of the obligations set out in this article 8 entitles Vastorg, without prejudice to any other right, to: (i) refuse or suspend performance of the Order, without compensation; (ii) re-invoice the Customer for all costs induced by such failure, under the conditions of article 11; (iii) terminate the Contract by operation of law under the conditions of article 17; and (iv) raise against the Customer the forfeiture of any claim under the conditions of article 12.6.

ARTICLE 9 - AD VALOREM INSURANCE

9.1 Optional nature

Subscription to ad valorem insurance covering the full value of the Goods is strictly optional. Its subscription is the sole initiative and sole responsibility of the Customer.

9.2 Prior information of the Customer

Vastorg expressly draws the Customer's attention to the following:

  • Carriers benefit from legal or contractual liability limits;
  • these compensation caps are, as a rule, significantly lower than the actual value of the wine and spirits;
  • the subscription of ad valorem insurance is therefore strongly recommended.

9.3 Subscription terms

A Customer wishing to subscribe to ad valorem insurance must do so by express written request, no later than upon acceptance of the Quote. The request shall include the declared value of the Goods, duly supported by any probative document (commercial invoice, independent valuation, etc.).

9.4 Connection and Vastorg's capacity

Vastorg may, at the Customer's request, connect the Customer with a partner insurer or subscribe to an insurance policy on the Customer's behalf, in which case Vastorg acts as the Customer's agent. Vastorg is neither an insurer, an insurance broker, nor an insurance intermediary within the meaning of the French Insurance Code. Vastorg does not warrant the granting of cover, the issuance, content and conditions of which are the sole responsibility of the insurer.

9.5 Caps, deductibles and exclusions

Cover is governed by the conditions of the insurance policy subscribed, which are communicated to the Customer prior to any subscription. The usual exclusions include in particular:

  • defective, insufficient or inadequate packaging;
  • inherent defect of the Goods;
  • natural alteration of the wine, in particular oxidation;
  • stains on labels;
  • cork-related issues;
  • ordinary climatic variations;
  • leakage other than breakage;
  • normal loss of weight or volume;
  • war, riots, terrorism, confiscation by the authorities;
  • delays and indirect or non-material loss;
  • regulatory non-compliance attributable to the Customer.

9.6 Consequences of failure to subscribe

In the absence of the subscription of ad valorem insurance, the Customer bears the entire risk associated with the Goods. In such a case, and without prejudice to the specific liability regime of Vastorg defined in article 10, Vastorg is expressly released from any liability for damage, loss, breakage, average, delay, theft, disappearance or alteration of the Goods, whatever the cause and extent.

9.7 Subrogation

In the event of compensation by the insurer, the latter is subrogated to the Customer's rights against the Carrier, to the express exclusion of any action against Vastorg.

ARTICLE 10 - VASTORG'S LIABILITY

10.1 Applicable regime

Vastorg's liability is limited and framed in accordance with the provisions below. The Customer expressly acknowledges that the limitations and exclusions below constitute a decisive condition of Vastorg's consent, and that they find their cause in the pricing of the Services, in the exclusively intermediary nature of the mission, and in the allocation of risk intended by the Parties.

10.2 Triggering events

Vastorg's liability may only be engaged on the basis of personal proven fault committed in the strict performance of its mission as agent and intermediary.

10.3 Liability exclusions

10.3.1 Acts of Carriers and auxiliaries

Vastorg is not liable for the acts of Carriers, handlers, warehouse keepers, customs brokers, transit agents or other third-party providers, nor for their acts, omissions, faults, negligence or failures. Since the transport contract is entered into directly between the Customer and the Carrier, the Customer exercises any recourse arising from the performance of the transport directly against the Carrier where applicable.

10.3.2 Physical transport operations

Vastorg is not liable for any damage, loss, breakage, average, delay, theft, disappearance, qualitative or organoleptic alteration, delivery failure, return, immobilisation, leakage, climatic deterioration, or any other physical incident affecting the Goods during routing, storage, handling or delivery.

10.3.3 Customs and regulatory events

Vastorg is not liable for the consequences of any control, retention, immobilisation, seizure, confiscation, destruction, refusal of admission, or repossession by customs, sanitary, tax or administrative authorities, nor for any adjustment, fine, tax or penalty.

10.3.4 Information and documents provided by the Customer

Vastorg is not liable for the consequences of inaccurate, incomplete, irregular or fraudulent information, declarations or documents provided by the Customer, nor for errors or insufficiencies of labelling, marking or identification of the shipment.

10.3.5 Packaging

Vastorg is not liable for the consequences of defective, insufficient or inadequate packaging carried out by or on behalf of the Customer.

10.3.6 Absence of insurance

Vastorg is not liable, under the conditions of article 9.6, for damage occurring in the absence of subscribing to ad valorem insurance.

10.3.7 Force majeure

Vastorg is not liable for the effects of any case of force majeure within the meaning of article 14.

10.4 Liability cap

Vastorg's liability may only be engaged for direct, personal, certain and proven loss, resulting exclusively from a personal proven fault committed in the strict performance of its mission as agent and intermediary.

Vastorg cannot, in any event, be held liable for the non-performance or poor performance of all or part of the Services attributable to: (i) an act of the Customer or the Recipient; (ii) an act of a third party not acting under Vastorg's direct control; (iii) an act of the Carrier chosen by the Customer from among the Carriers proposed by Vastorg; (iv) the non-compliance of the information, declarations, documents or instructions communicated by the Customer; (v) a case of force majeure within the meaning of article 14.

In any event, and in the absence of ad valorem insurance subscribed by the Customer under the conditions of article 9, Vastorg's liability for personal proven fault is strictly capped, as an overall contractual cap and all causes combined, at a flat-rate sum of five hundred euros (EUR 500.00) per Order.

The Customer expressly acknowledges that this cap is agreed in full knowledge of the risks specific to the transport of wine and spirits, of the pricing of the Services, of the purely intermediary nature of Vastorg's mission and of the possibility for the Customer to subscribe to ad valorem insurance under the conditions of article 9. This cap constitutes an essential and decisive condition of Vastorg's consent.

The Customer acknowledges that the Carrier's liability is, in any event, governed by the transport contract entered into directly between the Customer and the Carrier, and is capped according to applicable legal or contractual limitations. Vastorg in no way replaces the Carrier and is never required to compensate the Customer for a loss falling within the Carrier's liability.

10.5 Exclusion of indirect damages

Vastorg is in no event liable for indirect, non-material and/or consequential damages, including in particular: loss of business, loss of revenue, loss of margin, loss of market, loss of clientele, loss of opportunity, damage to image or reputation, commercial loss, tax loss, replacement costs, loss of profit, consequences of stock-out or non-conforming delivery to a final customer.

10.6 Time limit for action

Any action for liability against Vastorg, on pain of foreclosure, must be brought within a period of one (1) year from the triggering event (Professional Customer) or two (2) years from knowledge of the damage (Consumer Customer), without prejudice to more favourable provisions of public order.

10.7 Essential nature of the limitations

The exclusions and liability limitations provided for in this article constitute an essential and decisive condition of Vastorg's consent. Without them, Vastorg would not have entered into the Contract.

10.8 Risk transfer and allocation

The Customer bears in full the risks relating to the Goods during transport, save for transfer to the insurer in the event of subscription to ad valorem insurance. The risk associated with the physical transport operation is, in addition, transferred to the Carrier within the limits of its own contractual and conventional liability.

ARTICLE 11 - PRICE, INVOICING AND PAYMENT

11.1 Price

Prices are established on the basis of the Quote, expressed in euros.

11.2 Full prior payment

Payment of the entirety of the sums due (one hundred per cent, i.e. 100%) is due prior to any pickup of the Goods, by bank transfer, credit card or any other means accepted by Vastorg. No early-payment discount will be granted.

11.3 Suspension of the service

In the event of failure to pay in full on the scheduled date, Vastorg may, by operation of law and without prior formal notice, suspend the performance of any Service. Such suspension does not constitute a fault on Vastorg's part and does not give rise to any compensation in favour of the Customer.

11.4 Disputes

Any invoice dispute must be notified to Vastorg, by written reasoned statement, within a period of fifteen (15) days from receipt of the invoice. After this period, the invoice is deemed accepted. The dispute, even if well-founded, does not release the Customer from payment of undisputed sums.

11.5 Late-payment penalties and recovery costs

In the event of late payment, late-payment penalties apply by operation of law, without need for a reminder, from the day following the due date stated on the invoice. The late-payment penalty rate is set at three (3) times the legal interest rate in force at the date the invoice was issued.

Any late payment of an invoice gives rise, by operation of law and without formality, to the payment of a flat-rate recovery-costs indemnity of forty euros (EUR 40.00) per unpaid invoice. Where actual recovery costs incurred exceed this flat amount, Vastorg may request, on supporting documents, additional compensation.

11.6 Immediate enforceability and right of retention

Any late payment entails, by operation of law and without prior formal notice, the immediate enforceability of all sums remaining due by the Customer to Vastorg, whatever their cause, as well as the suspension of any Order in progress and any new Order.

Vastorg has a right of retention over all documents, funds or movable property belonging to it or held on the Customer's behalf, until full payment of sums due to Vastorg under the Contract or any other prior contract.

11.7 Order cancellation

The Customer may, by writing addressed to Vastorg, cancel an Order under the following conditions:

  • cancellation no later than forty-eight (48) hours before the scheduled pickup date: refund of sums paid;
  • cancellation between forty-eight (48) hours and the day of the scheduled pickup date: refund of sums paid, less a file-handling fee of thirty euros (EUR 30.00) and the organisational costs already incurred and re-invoiced euro for euro.

If, despite the cancellation, the Customer hands over the Goods to the Carrier, the Order is deemed maintained and the entirety of the corresponding sums is owed to Vastorg.

11.8 Return, storage and re-shipping costs

In the event of incorrect information regarding the recipient or the place of delivery, the absence of the recipient, an unjustified refusal of delivery, the recipient's failure to pay the duties, taxes or fees due, or any other cause attributable to the Customer or the recipient, all return, storage, immobilisation, modification or re-shipping costs of the Goods will be re-invoiced in full to the Customer, on supporting documents from the Carriers or auxiliaries concerned, plus a flat-rate handling fee of one hundred euros (EUR 100.00) per operation.

11.9 Miscellaneous additional fees

Without prejudice to the foregoing provisions, the Customer expressly acknowledges and accepts that additional costs may be re-invoiced by Vastorg, euro for euro and on supporting documents, in the following situations (non-exhaustive list):

  • incorrect, incomplete or late declarations regarding the nature, weight, dimensions, value, alcohol content or number of packages making up the Shipment;
  • packaging not compliant with the requirements of article 8 and requiring manual handling, repackaging or a compliance operation;
  • the Customer's modification of pickup or delivery addresses after validation of the Order;
  • inability to pick up the Goods on the agreed date for reasons attributable to the Customer or the Shipper;
  • unsuccessful delivery attempts, return to the Shipper, re-shipping, immobilisation, prolonged storage or destruction of the Goods;
  • payment by Vastorg, on the Customer's behalf, of customs duties, excise duties, taxes, surcharges (fuel, security, BAF, CAF, etc.), administrative penalties or fines following a regulatory non-compliance attributable to the Customer;
  • bank-direct-debit rejection, banking or exchange-rate fees borne by Vastorg as a result of the Customer's actions;
  • any additional service, search, action or due diligence not provided for in the Quote and resulting from a request, instruction or breach by the Customer.

ARTICLE 12 - CLAIMS

12.1 Claims against the Carrier

Any claim relating to the performance of the transport (loss, breakage, average, delay, missing items) must be addressed directly by the Customer to the Carrier, in the forms and within the time limits provided by the transport contract and applicable regulations.

Failure to lodge a claim or its lateness is liable to result in forfeiture of the right to compensation against the Carrier, with no recourse possible against Vastorg.

12.2 Claims against Vastorg

Any claim against Vastorg, where likely to ground a liability within the meaning of article 10, must be addressed to Vastorg by registered letter with acknowledgement of receipt, or by email to operations@vastorg.com, within a period of fifteen (15) days following knowledge of the triggering event.

12.3 Vastorg's assistance

On a purely ancillary basis to its mandate mission, Vastorg may, with no commitment as to result and at no additional cost, assist the Customer in its claim procedures with the Carrier. Such assistance shall not engage Vastorg's liability nor give rise to any action against it.

12.4 Reservations on delivery

The Customer must, and shall require the recipient to:

  • verify the apparent state of the Shipment (integrity of the packaging, number of packages, traces of shocks, moisture, leakage or breakage) at the time of delivery;
  • refuse or issue, on the Carrier's slip, precise, dated, detailed and complete reservations in the event of any apparent anomaly, in accordance with applicable legal provisions;
  • notify Vastorg, by email to operations@vastorg.com, within a maximum of forty-eight (48) hours following delivery, attaching dated photographs of the loss, the package and the packaging.

Any reservation not made, made late, or drafted in vague or incomplete terms, gives rise to a presumption of conforming delivery and may result in the forfeiture of any recourse against the Carrier, with no recourse possible against Vastorg.

12.5 Loss-handling procedure

As ancillary assistance to its mandate mission, and with no commitment as to result, Vastorg may assist the Customer in the following procedure:

  • compilation and submission to the Carrier or insurer of the loss file (photographs, copy of delivery slips, invoices, value supporting documents);
  • follow-up of exchanges with the Carrier or insurer, without authority to negotiate or settle on the Customer's behalf without express written mandate;
  • transmission to the Customer of compensation proposals received, with the Customer being responsible for accepting or refusing them.

The Customer remains the sole decision-maker regarding the handling of the file and the sole supplier of the supporting evidence required to investigate the loss. The assistance thus provided shall not entail substitution of Vastorg for the Carrier or the insurer, nor any personal commitment by Vastorg as to the outcome of the file.

ARTICLE 13 - TRANSPORT CONTRACT

13.1 Right to use third parties

Vastorg reserves the right to entrust all or part of the performance of the Services to third parties of its choice, without this entailing a transfer of liability or novation of the Contract. The Customer expressly authorises such use.

13.2 Conclusion of the transport contract

The transport contract is entered into directly between the Customer and the Carrier. Vastorg, in its capacity as agent, contracts in the name and on behalf of the Customer. The Carrier's general and specific conditions apply directly between the Customer and the Carrier, and the Customer is deemed to have read them.

13.3 Selection and liability of Carriers and auxiliaries

Vastorg selects the Carriers and transport auxiliaries in accordance with the Customer's instructions and with the diligence reasonably expected of a professional agent, prioritising established operators presenting customary professional guarantees. Vastorg is, however, only bound by a best-efforts obligation in such selection.

In accordance with articles 1991 et seq. of the French Civil Code, and given Vastorg's pure-agent capacity recalled in article 3, Vastorg is not liable for the faults, negligence, failures, delays, losses or damage attributable to the Carriers or transport auxiliaries, who alone are liable, within the framework of their transport contract entered into directly with the Customer, for damage occurring during routing, handling, storage or delivery of the Goods.

13.4 Information of the Customer

On the Customer's first request and to the extent that such information is reasonably available, Vastorg will communicate to the Customer the identity of the Carriers or transport auxiliaries actually engaged for the performance of an Order, as well as the contact details useful for the Customer to exercise any direct recourse.

13.5 Shipping

The Customer indicates, when placing the Order, the desired pickup date. Failing this, the earliest possible date will be organised by Vastorg, which reserves a maximum order-processing time of three (3) business days.

On the pickup date, a carrier is sent to the Customer's premises to collect the Goods, and the shipment to the Recipient is then triggered.

From pickup onwards, Vastorg communicates directly with the Recipient where necessary.

Only the items indicated when placing the Order will be taken into account and shipped. Any addition must be validated by Vastorg at least forty-eight (48) hours before the pickup date.

Any false declaration, any addition of items after Order validation, or any error in quantity, weight or value, may result in the cancellation of the Order or the invoicing of an additional price after notifying the Customer.

If the Customer hands the wrong package to the carrier or applies the wrong documents to the package, additional fees may be invoiced by Vastorg to the Customer, without these being determinable in advance.

Any error of any kind by the Customer in the presentation or packaging of the Goods, or in the presentation of the documents required for shipping, may result in additional fees invoiced by Vastorg to the Customer.

13.6 Delivery

Lead times vary according to destination, customs formalities and local constraints.

Lead times are indicative and do not engage Vastorg's liability in the event of delay related, in particular, to:

  • customs controls or administrative formalities,
  • regulatory changes,
  • a force-majeure event,
  • the absence or error of the Recipient or the Customer,
  • the non-payment of the price or of taxes.

In the event of incorrect information regarding the Recipient or the place of delivery, an absence or unjustified refusal of delivery, the costs of return, storage, modification, re-shipping or any operation consequent on one of these events will be invoiced to the Customer or the Recipient depending on which of them is at the origin of the delivery failure.

13.7 Indicative nature of lead times

Save for express written mention, in the Order confirmation, that a lead time is guaranteed by the Carrier, all pickup and delivery lead times communicated by Vastorg (via the Quote, the website, any email, or any other medium) are provided on a purely indicative basis. They cannot constitute a firm undertaking, nor entail an obligation of result on Vastorg's part.

13.8 Sub-contracting and substitution

In accordance with article 1994 of the French Civil Code, Vastorg may substitute a third party in the performance of all or part of its mandate mission, without prior notice to the Customer, where such substitution is necessary for the proper performance of the Mandate or to safeguard the Customer's interests. The substituted third party then acts as substituted agent and not as Vastorg's employee. Vastorg is liable, in such case, only for the reasonably diligent choice of the substituted person, in accordance with the pure-agent capacity recalled in article 3.

ARTICLE 14 - FORCE MAJEURE

14.1 Definition

A case of force majeure is any event beyond Vastorg's reasonable control that meets the criteria of article 1218 of the French Civil Code. Force-majeure events shall include in particular: wars, armed conflicts, civil unrest, riots, attacks, acts of terrorism, blockades, international sanctions, embargoes, epidemics, pandemics and measures taken in connection therewith, exceptional weather, natural disasters, fires, floods, failures of essential networks, major cyberattacks, general or sectoral strikes (including by Carriers), border closures, delays or refusals by customs, sanitary or administrative authorities.

14.2 Effects

In the event of force majeure, Vastorg is released from its obligations without liability of any kind. The occurrence of a case of force majeure does not release the Customer from payment of the Services performed and the costs advanced.

14.3 Notification and suspension

The Party invoking a case of force majeure shall notify the other Party without delay, by any written means, specifying the nature of the event, its date of occurrence and its foreseeable consequences on the performance of the Contract. Obligations affected by the force-majeure event are suspended for the duration of the event, with no compensation due to either Party.

ARTICLE 15 - CONFIDENTIALITY

Each Party undertakes to keep strictly confidential all technical, commercial or financial information communicated by the other Party, and to use it only for the purpose of performing the Contract. This obligation survives for three (3) years from the end of the Contract.

The confidentiality obligation does not apply to information which: (i) is or falls within the public domain through no fault of the receiving Party; (ii) was already lawfully held by the receiving Party prior to its communication; (iii) is communicated by a third party not bound by a confidentiality obligation; or (iv) must be disclosed pursuant to a legal or regulatory obligation, or a court or competent administrative-authority decision, with the Party required to disclose informing the other Party in advance to the extent permitted by law.

ARTICLE 16 - PERSONAL DATA

Vastorg processes personal data necessary for the performance of the Contract in compliance with Regulation (EU) 2016/679 of 27 April 2016 (GDPR). The Customer may exercise its rights of access, rectification, opposition, erasure, portability and restriction by contacting operations@vastorg.com.

The personal data of the Customer and the recipients are processed on the basis of the performance of the Contract, compliance with legal obligations (in particular accounting, tax and customs), and Vastorg's legitimate interest (fraud prevention, IT security, commercial prospecting of Professional Customers). They are kept for the duration necessary for the processing purposes, plus the legal limitation and retention periods.

Vastorg may communicate this data to its authorised staff, to its sub-contractors (in particular Carriers, customs brokers, IT providers, payment and insurance providers), and to any administrative or judicial authority in the event of a legal obligation. In the event of data transfers outside the European Union, Vastorg ensures that appropriate safeguards are put in place (European Commission standard contractual clauses, adequacy decisions, or any other mechanism recognised by the GDPR).

The Customer and the data subjects may at any time exercise their rights of access, rectification, opposition, erasure, portability and restriction, as well as set out directives on the fate of their data after their death, by contacting Vastorg under the conditions above. They also have the right to lodge a complaint with the French Data Protection Authority (CNIL), 3 place de Fontenoy, TSA 80715, 75334 Paris Cedex 07.

ARTICLE 17 - DURATION & TERMINATION

17.1 Duration

The Contract takes effect on the date the Customer accepts the Quote and ends upon full performance of the Services, without prejudice to provisions intended to survive by their nature or because of their object.

17.2 Termination for breach

In the event of a serious breach by a Party of its obligations, the other Party may terminate the Contract by operation of law, fifteen (15) days after a formal notice that has remained without effect, without prejudice to any damages.

17.3 Immediate termination by Vastorg

Vastorg may terminate the Contract without notice, without formality and without compensation in the following cases:

  • total or partial non-payment;
  • serious inaccuracy of a Customer declaration or production of inaccurate, incomplete or fraudulent documents;
  • regulatory non-compliance of the shipment or the Goods;
  • the opening of insolvency proceedings against the Customer, within the limits of applicable law;
  • behaviour likely to harm Vastorg's reputation or the security of its operations.
  • violation by the Customer of the rules relating to applicable international economic sanctions, embargoes or restrictive measures;
  • repeated or characterised breach by the Customer of its regulatory, packaging or good-faith cooperation obligations;
  • judicial reorganisation, safeguard or liquidation of the Customer, within the limits of public-order provisions applicable to insolvency proceedings.

ARTICLE 18 - APPLICABLE LAW & JURISDICTION

18.1 Applicable law

The Contract is exclusively governed by French law.

18.2 Competent jurisdiction

Any dispute between Vastorg and a Professional Customer shall be submitted to the exclusive jurisdiction of the Commercial Court within whose ambit Vastorg's registered office is located.

For Consumer Customers, the competent jurisdiction is determined in accordance with the applicable rules of public order.

18.3 Prior amicable resolution

Prior to any contentious action, the Parties undertake to attempt to resolve any dispute arising from the Contract amicably. The most diligent Party shall notify the other, by registered letter with acknowledgement of receipt or by email with read receipt, of the subject and grounds of the dispute. The Parties shall then have a maximum period of sixty (60) days, from such notification, to reach an amicable agreement. Failing agreement at the end of this period, or in the event of express refusal by one of the Parties to engage in amicable discussion, each Party shall recover full freedom to refer the matter to the competent jurisdiction in accordance with article 18.2.

18.4 Consumer mediation (Consumer Customer)

Pursuant to article L.612-1 of the French Consumer Code, the Consumer Customer has the option, in the event of a dispute with Vastorg, and after having addressed a prior written claim to Vastorg that has remained without satisfactory response within a period of two (2) months, to use the consumer mediator free of charge, whose contact details will be communicated by Vastorg on request, and which will furthermore be mentioned on Vastorg's website and on its commercial documents.

ARTICLE 19 - MISCELLANEOUS PROVISIONS

19.1 Entire agreement

The Contract (GTS, Quote, accepted annexes) constitutes the entirety of the agreement between the Parties and replaces any prior agreement, declaration or correspondence on the same subject.

19.2 Partial nullity

The nullity, unenforceability or inapplicability of a clause of the GTS does not entail the nullity of the Contract, unless the clause concerned is essential. The Parties shall endeavour to replace the invalidated clause with a valid clause producing equivalent effects.

19.3 Non-waiver

The fact that Vastorg does not, at a given moment, avail itself of a Customer's breach of any of its obligations shall not constitute a waiver of the right to do so subsequently.

19.4 Notifications

Any notification under the Contract is validly made by email, by registered letter with acknowledgement of receipt or by bailiff, to the addresses communicated in the Quote or subsequently notified to the other Party.

19.5 Assignment

The Customer may not assign the Contract to a third party without the prior written consent of Vastorg. Vastorg may freely assign the Contract to any group company or to any assignee of its business or assets.

19.6 Language

These GTS are drafted in the French language, which shall prevail in the event of translation or discrepancy between linguistic versions. The French version is the only one authoritative between the Parties.

19.7 Currency

All sums due under the Contract are expressed in euros, save for written agreement to the contrary. Exchange and hedging costs are borne by the Customer.

19.8 Independence of the Parties

The Parties declare and acknowledge that they are and remain independent contractors. No provision of the GTS may be interpreted as creating between them a general mandate, a company, a joint venture, an association, a grouping, a franchise or a relationship of subordination, beyond the special mandate defined in article 3.