1. General

These general terms and conditions shall always take precedence over any general terms and conditions or any other document emanating from the Client. The fact of not invoking the provisions of these general terms and conditions at a particular point may not, in any circumstances be considered as a waiver of the right to invoke them subsequently.
Any change to the terms and conditions of the Contract must be the subject of a written amendment signed and dated by the parties, in respect of which Customized Transports Business may require a secure exchange of signatures.
These general terms and conditions apply to and conditions apply to all sales of products, provision of services, provision of hire of equipment or other undertakings whatever type made by CTB except where specific terms and conditions have been notified to the client. They apply immediately to all orders including prior ones, and to any change to an order made by any means (in email, oral order confirmed an email from CTB etc.) placed with CTB.
The Client also accepts that the language of his contracts will be in French in France and in English in any other countries. In the case of translation into any other language between the English text
and the translated text, the English text shall prevail.
The products and services sold by CTB are intended for industry and trade clients. By placing an order, the client accepts that it is acting exclusively for professional purposes and not for private purposes.
Notwithstanding the provisions of article 1, paragraph 2, CTB may modify the content of these general terms and conditions. Any change shall take effect immediately in respect of any new contracts. In the case of existing contracts concluded for an unlimited period the change shall take effect two month after the on which it was notified by CTB to its client.

2. Creation of the Contract

Evidence of any order or change to an order (including after acceptance of the offer) may be provided by any legal means including: exchange of emails between the parties, email send by CTB without dispute or opposition by the client. In all cases, where an offer by CTB is followed by the start of performance, without immediate reservation or opposition from the client, such CTB services shall be deemed to have the client’s agreement to the offer made.
Any order placed by the Client is supposed to be carried out in compliance with this Contract. Once the order has been submitted by the client and advance payment has been made or price payable at this point has been paid, the order may be considered by CTB as firm and final.
In the event of complete or partial cancellation of the order, CTB reserves the right to claim compensation amounting to thirty per cent of the sum agreed for the sale of the service.
The order may not be cancelled once the provision of the services or the delivery of the equipment has begun, unless the client pays for the entire service.
CTB may require an advance payment at the time of the conclusion of the contract.
CTB shall archive the purchase orders and invoices using a reliable, durable medium which shall constitute a true copy. CTB computerized records shall be considered by the parties as proof of communications, orders, payments and transactions between the parties.

3. Period of validity of the offers

Unless withdrawn beforehand, CTB’s offers shall be valid for the period of thirty days from the date thereof.

4. Prices

Unless otherwise specified in CTB’s offer, the prices do not include (a) value added tax, or (b) other taxes, duties, customs duties and other similar charges which would be due as result of performance of the contract.
Any specific term or conditions which has been negotiated between the parties to the contract is unique and non-renewable and only applies under the conditions defined by the two parties.
In all cases of subscription to CTB services the client undertakes to pay the specified price/rent/fee on the due dates in the contract throughout the specified period.
In general terms, the price specified between the parties for CTB services relates exclusively to what was stated in the order. Any amendment / supplement to such order may result in an increase of the price.
CTB reserves the right at any time to change the prices stated in its catalogues, brochures or website, provided always that the price and terms and conditions applicable to the buyer shall be those confirmed by CTB at the time of the order.

5. Invoicing and payment

Payment shall be made within the delays indicated on the invoice.
Without prejudice of CTB other rights, it reserves the right : (1) to invoice, automatically and without formal notice, the interest on outstanding amounts at a rate equal to the interest rate applied by the European central bank to its main refinancing operation, plus 7% for the full period of arrears, (2) to suspend performance of the contract if the client fails to make a payment on the date due under the contract or another contract having a clear link to the contract, (3) to require at any time any payment guarantee that CTB may consider reasonable, and (4) to increase the amount of such invoice (by 10% subject to an absolute minimum of two hundred and fifty (250.00) euros or its equivalent for administrative expenses incurred, notwithstanding the right to claim fair compensation for the loss suffered).
Any claim by the client relating to an invoice shall be send within fifteen calendar days of the date on the invoice the claim must be notified to CTB in writing (email) stating the precise reason for the claim. CTB will acknowledge such mails upon receipt and confirm the point of CTB.
If no claim is received within the specified period, CTB shall deem the invoice to have been accepted in full by the client.

6. CTB’s obligations

CTB shall take all care to fulfill its commitments. CTB shall have a best endeavors obligation in this respect unless the context required an absolute obligation and such obligation has been referred to expressly in the offer.
CTB may subcontract part of the provision of the service. In all cases, CTB shall remain responsible to the client for proper performance of the work thus subcontracted, unless such subcontractor was chosen by the client itself.
CTB shall fulfill its commitments on the basis of information provided by the client and cannot be held liable by the client for damages incurred as result of lack of information. CTB shall have an obligation to repair damage which is a consequence of the direct or indirect fault of the client.

7. Force majeure

The contract (with the exception of the client’s obligation to pay the amounts due to CTB in accordance with the contract for the supply of services or provisions ) shall be suspended, without obligation, if and to the extent of that performance thereof is prevented or delayed by circumstances beyond reasonable control of the party affected (case of force majeure), in particular, (list not exhaustive) a natural disaster, war, armed conflict, terrorist attack, explosion, accident, flood, sabotage, government decision or action (including any applicable export or import bans), trade union dispute, strike, lock out, etc.

8. Clients obligation

The client undertakes to collaborate with CTB throughout the provision of the services in order to facilitate and improve the quality of services as defined in the offer. To this end, the client shall provide without delay any clarification, explanation or documentation useful in providing the services, and shall respond diligently to any questions CTB may have.

9. Limitation of liability

CTB’s liability is expressly limited to direct loss suffered by the client itself resulting from a professional error committed by CTB in the context of fulfilling its undertakings. CTB cannot be held liable for any consequential of intangible loss suffered by the client or by a third party, such as in particular, loss of production, loss of profit, loss of contracts, loss of opportunity or loss of data.
Notwithstanding any other provisions and unless provided otherwise by law, CTB’s total liability in respect of damages, claims or grounds for action, whatever their basis (including in particular damages, claims or grounds for action for breach of contract or a legal obligation, fault, strict liability) shall not exceed an amount equal to the sums paid under the contract.
The client accepts that, in any event, only CTB’s liability as a legal entity may be invoked under this contract and expressly waives the right to invoke in any manner whatsoever the liability of an employee, director or shareholder of CTB or another company, even in the case of negligence admitted fault or any other case.
CTB cannot, in any event be held liable for action of penalties applied to the client which result from the client’s failure to fulfill its obligation to provide accurate and relevant information in relation to the work carried out by CTB. In addition, the client agrees to indemnify, defend or guarantee CTB in respect of any liabilities, losses or expenses made against or imposed on CTB resulting from such failure of the part of the client.

10. Non-exclusivity and intellectual property

The client states that it has been notified that the existing relationship between CTB and itself is entirely non-exclusive and cannot be exclusive in any circumstances.
However, the work performed by CTB for the client becomes the client’s property and CTB will not reproduce the same service with other clients.
CTB undertakes to comply with the professional code of conduct in all aspects of his work. CTB and its employees shall maintain a strict standard of confidentiality with regard to the information obtained in the course of their work.
Neither CTB nor the client may provide any information received under this contract to a third party without the prior agreement of the other party.
Such restrictions shall not apply where the information has come into the public domain in one way or another.
CTB however reserves the right to disclose to third parties the existence and means of provision of the service in its own interest, including for promotional purposes, without however disclosing the content thereof.
The client states it is aware and has given its consent to CTB to provide confidential information to its insurers and legal advisers or to a third party if this is required by the courts or by the government or a regulatory authority or if there is a legal duty to provide such information as well as in the case where the provision of the said confidential information is essential in order to have the contract fulfilled or complied with, in the context of judicial or extrajudicial proceedings.
The parties undertake to comply with the confidentiality obligation for three years after the end of the contract.
The offers, descriptions, sketches, calculations, methods, reports and any other documents provided by CTB will become the property of the client once the invoices raised for the relevant job have been paid in full.
However, reproduction in any manner, whatsoever, of documents submitted by CTB to the client are not permitted without the CTB prior written consent, unless such reproduction is strictly for internal use.
Reproduction or use of the CTB name or logo for any purpose whatsoever is not permitted except with written authorization from CTB.

11. Electronic communications

Electronic communications (telephone, internet, email) may be exchanged between CTB and the client during the period of the contract. Security and protection against viruses cannot be guaranteed, nor can protection against piracy, interception, loss or destruction of these emails. CTB cannot be held liable for the problems inherent in this method of communication, in respect of which the clients accept the risks.
Both in respect of creation of the contract and its performance, CTB shall not be liable for problems associated with electronic communications and the functioning of the internet, whatever these may be and whether they occur at the premises of client or CTB and / or their suppliers and service providers.

12. Modification of legal framework

In the obligations of the client and / or CTB under the contract are extended or reduced, after receipt of the offer by the client, by the promulgation of or amendment to a law or decree, regulation or rules having legal force, the contract price and delivery time shall be adjusted as a consequence and / or performance of the contract suspended or cancelled at CTB’s option.

13. Default, insolvency and cancellation

CTB shall be entitled, without prejudice to any other rights it has, to cancel the contract immediately, in full or in part, automatically and without prior notice if there is no explicit provision therefor, by written notification to the client (1) if the client fails to fulfill its obligations under the contract and does not rectify such failure with a period of 30 (thirty) days from the date of CTB written notification informing of the said failure, if it is reasonably possible to rectify if within such period, or, if it is not possible to rectify such failure within such period it does not take all necessary steps to rectify it or (2) if CTB has good reasons to believe that the client will not be in a position to fulfill its obligations, in particular with regard to payment of the services. CTB shall be entitled to recover from the client of the client’s representative all costs and damages incurred by CTB as a result of such cancellation, including reasonable compensation for overheads and loss of profit (in particular loss of expected profit and the export overheads)

14. Resolution of conflicts and applicable law

The contract shall be interpreted with all respects with the French law, excluding however the effect on such law of the Vienna convention of 1980 on contracts for the international sale of services and not taking into account, to the extent permitted by law, any rules on the conflict of laws or rules which could lead to the application of laws of another jurisdiction.
The parties agree that any disagreement or difference of opinion relating to the invoking of CTB’s liability shall be submitted to mediation. To this end, the parties hereunder take to attend at least one mediation meeting to which they shall send a delegate with the power of taking decisions. The mediator shall be approved and chosen by both parties. The costs of the mediation will be borne by the faulty party.
In the case of all other disputes (in particular the payment of undisputed invoices) or in the absence of amicable agreement, likewise for any protective measure, all differences of opinion relating to this agreement shall come under the jurisdiction of the commercial courts of Marseilles, France.