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General Terms and Conditions

Article 1. Applicability and Enforceability of the GTC

These General Terms and Conditions of Sale, hereinafter referred to as the "GTC", are intended to define the terms under which NAEST SAS, a simplified joint-stock company with share capital of €60,000, whose registered office is located at 78 avenue des Champs Élysées, 75008 Paris, registered with the Paris Trade and Companies Register under number 981388655, hereinafter referred to as the "Provider", will perform its transport services for the Client.

Article 2. Purpose of the Service

The Client, a specialized professional, wishes to entrust the Provider with goods to be delivered and/or stored from a pre-determined collection point to professional or private recipients as part of its business activities.

Article 3. Obligations and Liability of the Provider

3.1 The Provider undertakes to deploy all necessary means to meet the Client’s delivery and logistics obligations and to perform its services to the best of its ability. The Provider shall also promptly inform the Client of any change in its administrative situation or any event that could prevent it from fulfilling its obligations.

3.2 The Provider certifies that the performance of its mission will be carried out by qualified employees employed in accordance with Articles L.3243-1 et seq. and L.1221-10 et seq. of the French Labor Code and in compliance with Articles L.8221-1 and L.8221-2 of the same Code. The Provider shall provide the Client, at the latest upon signature of the Contract and every six (6) months thereafter until its termination, with the documents specified in Article D.8222-5 of the Labor Code. The Provider undertakes to apply the same level of compliance to its subcontractors and shall indemnify the Client against any claims arising from non-compliance with these obligations.

In the event the Provider employs posted workers within the meaning of Articles L.1261-1 and L.1262-2 of the Labor Code, it undertakes to comply with all applicable legal, regulatory, professional, national or EU provisions regarding posting, including the declaration and appointment obligations set out in Article L.1262-2-1 I & II of the Labor Code.

3.3 The Provider shall perform a visual inspection of the goods to be delivered and of the packaging implemented by the Client, and shall exercise all necessary diligence to ensure that the goods arrive in the same condition at their destination.

3.4 The Provider shall remain liable for any incident occurring through its actions between the collection of the parcel at the pickup address indicated by the Client and the signature of the delivery note at the destination. Under no circumstances shall the Provider be liable for any damage caused to the parcel before it is collected or after it has been delivered. The burden of proving otherwise shall rest with the Client, as specified in Article 6 "Claims".

3.5 Limitation of Liability: The Provider shall not be held liable for any breach of its obligations resulting from the actions of a third party against which it could not reasonably protect itself. The Client’s compensation shall be limited to the conditions set out in Article 6 "Claims".

Article 4. Commitments and Liability of the Client

4.1 The Client undertakes to inform the Provider at least 7 working days in advance of any change or modification likely to affect the performance of the services. Without limitation, the Client must inform the Provider of annual closure days of its collection points, exceptional opening days, activity during public holidays, festive periods, etc., so that the Provider can organize its staff schedules in line with fluctuations in activity. Any change in the opening or closing schedule of the Client that requires reorganization by the Provider may be subject to additional invoicing. The Client undertakes to ensure the accessibility and opening of pickup and delivery points, failing which the service will be invoiced in full.

4.2 The Client shall inform the Provider of any modification regarding the nature of the service (vehicle types, mileage, schedules, collection points, etc.) or the products to be transported (food products, frozen goods, non-perishable goods, etc.). If such changes affect the conditions of performance, they must be formalized in an addendum, and the Provider cannot be held responsible for improper execution.

4.3 The Client undertakes to provide the Provider with the exact addresses of pickup and delivery points. Any information that is not communicated, incorrect, provided late, or imprecise, resulting in improper execution of the service, will be invoiced in full to the Client.

4.4 The Client shall provide all necessary information for the proper performance of the service, including contact details (telephone numbers, etc.) and access codes (door codes, etc.). In case of a failed pickup, the Provider will invoice 50% of the service amount. In case of a failed delivery, the Provider will invoice the full amount.

Article 5. Organization of the Service

5.1 Handling:
The Provider remains responsible for loading and unloading its vehicles and will report any anomalies observed according to a specification agreed between the Parties. The Provider reserves the right to invoice for loading and unloading time exceeding 10 minutes, at a rate of €5 per 10 minutes beyond the first 10 minutes. For services performed by truck, the surcharge applies from 30 minutes of loading or unloading.

5.2 Delivery Deadlines:
The Provider undertakes to perform the service within the timeframes previously defined between the Parties. However, the Client acknowledges that the delivery times announced by the Provider are indicative only and must allow compliance with regulations on driving times and road safety rules, pursuant to the Decree of July 23, 1992 introduced into the Penal Code and the Highway Code. Under no circumstances shall failure to comply with these obligations give rise to any claim by the Client.

5.3 The Provider undertakes to inform the Client as soon as possible if it is unable to perform the service within the agreed timeframe, without this entitling the Client to any penalty or compensation. The Provider cannot be held liable for non-performance caused by a third party.

5.4 Waiting:
The Client is responsible for ensuring accessibility and the availability of pickup and delivery contacts. If the Provider has to wait more than 5 minutes, the service will be increased by €5 per additional 10-minute increment. If the waiting time exceeds 20 minutes, the Provider reserves the right to cancel the pickup or retain the parcel, invoice the service in full including penalties, and schedule a new delivery.

5.5 Recipient Absent:
If the recipient is absent or refuses delivery, the parcel will be retained by the Provider and may be delivered later or returned to the sender. This second delivery, like the first, will be invoiced at the agreed rate between the Parties.

5.6 Cancellation:
If a delivery is cancelled after it has been assigned to a courier, the Provider will invoice 50% of the service amount as a cancellation fee.

5.7 Manual Requests:
NAEST SAS provides the Client with an online platform to enter transport orders. Any “manual” request (by phone, email, file, etc.) will be subject to an additional charge of €0.50 per job.

Article 6. Claims

6.1 In the event of quantitative or qualitative discrepancies in the delivered goods, the Client must notify the Provider by registered letter with acknowledgment of receipt within a maximum of 24 hours following delivery. Any claim submitted after this period will not be considered. Without reservation, the parcel is deemed compliant.

6.2 To be admissible, the claim must be detailed, substantiated, supported by the end customer’s complaint and the delivery note signed with reservations, failing which it will not be processed by the Provider. Only visible and apparent damage can be the subject of a claim.

6.3 If the dispute is accepted, reimbursement will be made based on the purchase price of the goods paid by the Client, subject to presentation of the corresponding invoice, and limited to €23 per kilo of damaged goods, up to a maximum of €750 per disputed parcel, regardless of weight, nature, or dimensions. Under no circumstances shall the Provider be liable for intangible or indirect damage. The Client may, on a permanent or ad hoc basis and for an additional fee, obtain higher coverage through a declared value or written insurance instruction.
Actions for damage, loss, or delay arising from this Contract are time-barred after one year, without prejudice to cases of fraud or dishonesty (Art. 133-6 of the French Commercial Code).

6.4 Exclusions:
The Provider shall not be liable for any shipment containing precious stones and metals, paintings and works of art, sculptures, antiques or collectibles, furs, cash, banknotes, or any other valuable papers such as bills of exchange, securities, promissory notes, drafts, warrants, bills of lading, registered or bearer securities, shares, bonds, coupons, treasury bills, tax stamps and unused postage stamps, checks (including travelers’ checks, meal vouchers, holiday vouchers, and blank checkbooks), bank cards, vignettes, lottery and betting tickets, phone cards, postal parcels, as well as any fraudulent use thereof, live animals, alcohol, wine, champagne, telephony equipment including components, tobacco, cigars, cigarettes, steel, metals, scrap, perishable goods (fresh, frozen, deep-frozen), household moves and personal effects, motor vehicles, or any merchandise valued over €100,000.

6.5 For any shipment made within the past month, the Provider may provide proof of delivery by any means, such as a copy of the recipient’s signature, witness statements, presumptions, etc.

Article 7. Prices and Financial Terms

7.1 The pricing terms and details are specified and negotiated between the Parties in the special conditions or annexes. Pricing is based on the information provided by the Client (pickup location, delivery address, volume, minimum commitments, exclusivity, etc.). All delivery conditions and requirements must be communicated to the Provider: any information not disclosed at the time of signing the contract will not be subject to later modification, without affecting pricing. Any changes observed by the Provider during service performance may result in revised pricing. The Client is informed that, in accordance with applicable regulations, all taxes and fees applicable to the Provider will be re-invoiced (security charges, transport tax, etc.), along with any external costs incurred (tolls, etc.), without modifying contractual conditions or entitling the Client to any compensation.

7.2 Any modification likely to significantly impact service costs for either Party during the contract may lead to a global renegotiation and possibly termination, except for changes imposed by regulations applicable to the Provider.

7.3 In the event of a significant change in social, tax, or specific regulations affecting the Provider, likely to materially impact the Contract’s economics, the Parties will meet to analyze the financial impact and attempt to reach an agreement.

7.4 Volume Commitment:
The Parties agree on a volume commitment at the time of signing. The Client is informed that the Provider organizes and hires personnel accordingly. Should the service volume change during the contract for any reason, the Provider will invoice the Client for the volume initially committed.

7.5 Notice Period:
The Parties agree on a notice period in case of significant activity variation. Outside these conditions and without prior agreement, the Provider will invoice the Client for the minimum volume specified in this clause in the event of decreased activity. No penalty shall apply in case of increased activity beyond the maximum specified.

7.6 Fuel Surcharge:
The Client is informed that, pursuant to the Law of January 5, 2006 for the benefit of road hauliers, a fuel surcharge will be applied to each invoice, and prices will be revised monthly based on fuel price increases. The Parties agree that the fuel surcharge cannot be offset negatively. If the service ordered or described in the contract is of an "ecological" nature, this surcharge does not apply.

7.7 Price Revision:
Each year, on the anniversary date of this Contract, the agreed price will be revised according to the evolution of the INSEE index for hourly labor costs in the Transport and Storage sector (NAF rev.2 section H) – base 100 in December 2008. The price revision formula is: P = P0 × S1/S0 where P is the new price, P0 is the previous price, S1 the new index, and S0 the previous index. Application of this formula shall never result in a price decrease. If there is a significant change in the Provider’s costs due to regulatory changes (e.g., increased minimum wages), the Provider may apply this increase to the contract without waiting for the anniversary date, with one month’s notice.

Article 8. Invoicing

8.1 The Provider will send the Client a detailed invoice by email listing all services performed during the period. Paper invoices are available upon request, subject to an additional fee of €10 per invoice.

8.2 The Client undertakes to pay invoices by the due date. This price does not include VAT at the legal rate in effect on the invoice date or any other parafiscal taxes that may arise during contract performance.

8.3 Late Payment:
Amounts unpaid by the due date will automatically incur late penalties equal to 3 times the ECB’s base rate (latest published) plus 10 points. These penalties accrue from the due date until full payment and are payable without notice. The Client will also bear a fixed recovery indemnity of €40, without prejudice to any other rights and remedies. In case of non-payment after the due date and failure to settle within 5 days following formal notice, the Provider may suspend services and, after an additional 10 days, terminate the contract. Services resume only upon full payment. If a volume commitment exists, the Provider will invoice a termination indemnity equal to the committed service volume for the entire notice period.

8.4 From the second late payment, the Provider reserves the right to modify payment terms and suspend services immediately upon the last unpaid invoice’s due date, without further notice. Services resume only upon full payment.

8.5 Contractual Lien:
Without prejudice to the foregoing, in case of non-payment, the Provider reserves the right to retain the Client’s goods until full payment. The Client expressly acknowledges the Provider’s privilege over the value of such goods and associated documents for all transportation claims, including claims arising from prior operations, provided the goods’ owner was involved.

8.6 Minimum Billing:
For Clients on monthly invoicing, a minimum charge of €40 applies if the total monthly invoice is below this amount.

8.7 Hourly Billing:
When services are billed hourly, shift overruns are invoiced in half-hour increments, with any 10-minute period commenced counted as a full half-hour.

8.8 Card Payments:
For card payments, the Provider may collect any additional charges using the card provided at the time of order. The invoice is issued upon full completion of the service. As this is an immediate-execution service, the Client expressly waives any right of withdrawal once a courier has been assigned.

8.9 Prepaid Account:
For prepaid card accounts, the balance (viewable anytime in the Client area) is valid for 12 months. After 12 months without reload, the balance resets to zero with no refund possible.

Article 9. Duration and Termination

9.1 This Contract is signed for a term of 1 year. It is renewable by tacit agreement for successive identical periods.

9.2 Either Party may terminate the Contract on each anniversary date by giving 3 months’ prior notice for the first 3 years, with this notice period increasing by 1 month per additional year of service beyond 3 years.

9.3 If a trial period is agreed, either Party may terminate the Contract at the end of this period without compensation. No termination may occur before the trial period ends. All sums owed must be settled; otherwise, the Provider reserves the right to enforce the Contract beyond the trial period. The Contract will then continue and may be terminated only at the next anniversary date under these terms.

9.4 If either Party fails to fulfill its obligations, the other Party may terminate the Contract after serving formal notice by registered letter with acknowledgment of receipt, which remains without effect for 20 days.

9.5 The Client may only invoke Article 9.4 based on repeated and substantial breaches by the Provider.

9.6 The Client’s own breaches can never engage the Provider’s liability or justify termination for cause against the Provider.

Article 10. Force Majeure

Neither Party shall be liable for failure to fulfill its obligations due to force majeure, including but not limited to: local or national lockdowns imposed by authorities, movement restrictions, pandemics, declared or undeclared strikes or protests, weather conditions significantly disrupting traffic, road closures, or IT failures preventing parcel scanning and processing, provided the invoking Party notifies the other Party within 2 days of occurrence, makes every effort to mitigate the consequences, and resumes full performance once the force majeure event ends. Internal strikes are not considered force majeure. If the event continues for more than 30 business days, either Party may terminate the Contract by registered letter with acknowledgment of receipt. Termination in this context shall not entail any liability or compensation.

Article 11. Insurance

11.1 The Provider shall maintain insurance covering financial consequences of professional liability in case of intentional or unintentional fault, error, negligence, or omission by its staff or subcontractors, and more generally for any risks it may be held responsible for, including bodily injury, material damage, and consequential loss caused to the Client or third parties in connection with the Contract.

11.2 In the event of subcontracting, NAEST SAS shall ensure that subcontractors have insurance covering professional liability and damage to transported goods, under the same conditions.

11.3 The Client is responsible for arranging any additional insurance not covered by the Provider’s policy.

Article 12. Confidentiality

The Parties undertake to keep strictly confidential and not to disclose to any third party, whether for consideration or free of charge, and in any form:

  • the content of this Contract, its annexes, and any amendments;
  • all information and data of any kind (IT, technical, commercial, economic, etc.) and in any form, communicated in writing, orally, visually, or otherwise during negotiation, drafting, performance, or termination of the Contract by or on behalf of either Party.

The Parties shall refrain from disclosing the existence or content of the Contract unless required by law, regulation, legal proceedings, or with prior written consent. The Provider shall ensure that its personnel and any subcontractors or temporary workers maintain confidentiality. This obligation remains effective for the duration of the Contract and for 5 years after termination.

Article 13. Personal Data Processing Policy – GDPR

The Parties undertake to comply with applicable regulations on personal data protection, including Regulation (EU) 2016/679 of April 27, 2016. As a processor under GDPR, the Provider undertakes to:

  • process data only for the sole purposes of the subcontracting;
  • process data in accordance with the data controller’s instructions;
  • immediately inform the data controller if instructions constitute a GDPR violation;
  • maintain data confidentiality;
  • ensure authorized personnel comply with these obligations;
  • apply data protection by design and by default principles.

Each Party must notify any personal data breach within 24 hours of awareness, providing all necessary documentation to enable notification to supervisory authorities if required, and must implement appropriate technical and organizational security measures.

Article 14. Non-Solicitation of Personnel

The Client shall refrain from hiring, directly or indirectly, any employee of the Provider during the Contract term and for 12 months after termination, regardless of cause. Breach of this clause shall result in a penalty equal to twice the gross annual salary of the employee concerned.

Article 15. Hierarchy of Contractual Documents

In case of contradiction between contractual documents, the following order of priority shall apply (ascending):

  1. Special Conditions
  2. Their Annexes
  3. General Terms and Conditions (these GTC)

Article 16. Governing Law – General Provisions

This Contract is governed by French law. Any dispute arising from interpretation, performance, or non-performance shall fall within the exclusive jurisdiction of the Paris Commercial Court in the absence of amicable resolution.

If any provision becomes partially or totally invalid, the validity of the remainder of the Contract remains unaffected.