The purpose of these terms is to define the procedures used by GALAX in whatever capacity it may be acting, (airfreight forwarder, shipping agent, freight forwarder, "commissionaire en transports", freight broker, warehouse keeper, agent, cargo handler, licensed or non-licensed customs agent, "Commissionaire en Douane Agréé ou non", forwarding agent, carrier, etc.), to perform the services and activities pertaining to the physical transport of consignments and/or to the management of the flow of goods, whether packaged or unpackaged, of any kind, from any origin, to any destinations, in return for payment of a fee freely agreed and ensuring fair remuneration for the services rendered, under either an internal or international system.
Any undertaking or operation with GALAX implies unconditional acceptance by the instructing party of the terms set forth below.
Whatever the carriage method used, these terms shall govern the relationship between the instructing party and GALAX.
GALAX shall perform the requested services according to the terms set out, notably in Article 7 below.
No special terms or other general terms issued by the instructing party can, without formal agreement by GALAX, take precedence over these terms.


For the purpose of these General Terms, the following terms are defined as follows:

Instructing party refers to the party that contracts the service with GALAX.

2-2 - PARCEL
Parcel shall refers to an object or a material set made up of several objects, irrespective of weight, size or volume, and which form a unit load when made ready for transport (tub, cage, crate, cardboard box, container, overwrap, burden, casks, packet, pallet strapped or film-wrapped pallet, roll, bag, suitcase, etc.), packed by the shipper prior to transportation even if the contents are detailed in the shipping document.

Shipment refers to the quantity of goods, packaging and loading rack included, actually placed, at the same time, in the hands of GALAX and where the transportation of which has been requested by a single instructing party to be transported to a single recipient from a single loading place to a single unloading place and covered by the same shipping document.


3.1 - Prices shall be calculated on the basis of the information provided by the instructing party, bearing in mind, in particular, the services to be performed, the nature, weight, and volume of the goods to be transported and the routes to be taken. Quotations shall be drawn up according to the currency exchange rate at the time when said quotations are given. They shall also depend upon the terms and rates of substitute carriers as well as applicable laws, regulations and international conventions in force. Should one or more of these fundamental factors be modified after the quotation has been received, including by the substitute carriers of GALAX, in a way that may be enforceable against the latter, and based on the evidence furnished by GALAX, the prices given initially shall be modified under the same terms. The same shall apply in the event of any unforeseen event, regardless of its nature, in particular any event that entails any change to one of the elements included in the service. This applies in particular to fuel prices, the variation of which must be taken into account, in accordance with the provisions of Articles L. 3222-1 and L. 3222-2 of the French Transport Code.

3.2 - Prices do not include duties, taxes, fees and charges due in application of any regulation, notably tax or customs regulations (such as excise, import duties, etc.).

3.3 - The prices initially agreed upon shall be renegotiated at least once a year on the anniversary date of the contract. They shall also be reviewed in the event of significant changes in GALAX’s expenses. If the parties fail to reach an agreement on new price terms, either party may terminate the contract according to the terms set out in Article 12 below.


No insurance shall be taken out by GALAX without a written order by the instructing party that is renewed for each shipment, specifying the risks to be covered and the values of the goods to be insured.
Where such an order is given, GALAX, acting on behalf of the instructing party, shall take out insurance with an insurance company that is known to be solvent for the period of coverage. In the absence of any precise specification, only ordinary risks (excluding the risk of war and strike action) shall be covered.
Acting, in this particular case, as an agent, GALAX may not, under any circumstances, be the insurer. The terms of the policy shall be deemed as known and approved by the shippers and recipients, who shall bear the costs thereof. An insurance certificate shall be issued, on request.


The departure and arrival dates that may be given by GALAX are given for informational purposes only.
The instructing party undertakes to inform GALAX of any necessary and specific instructions in good time for the latter to perform the transportation services and any related services and/or logistics services. GALAX should not have to check the documents (sales invoices, packing slips, etc.) provided by the instructing party. Any specific delivery instructions (cash on delivery, etc.) should be specified by means of an order in writing and renewed for every consignment, and with the express agreement of GALAX. In any event, such a mandate shall be considered as secondary to the principal transport service and/or logistics service.


6.1 - Packaging
The goods must be packaged, wrapped, marked or countermarked in such a way that they will withstand transportation and/or storage operations performed under normal conditions, together with the successive handling that is unavoidable during such operations. The goods should not pose any danger to the drivers or handlers, to the environment, the safety of the transportation vehicles, any other merchandise being transported or stored goods, the vehicles used or to any third party.
The instructing party shall be solely responsible for packaging and for its fitness to bear the transport and handling.
Should the instructing party entrust GALAX with any goods that contravene the above provisions, the instructing party shall be solely responsible, thereby releasing GALAX from any liability relating to any damage such goods may cause.

6.2 - Labelling
Every parcel, object or load unit, must be clearly marked to enable immediate and unequivocal identification of the shipper, the recipient, the place of delivery and the nature of the goods.
The information shown on the labels should match those shown on the shipping documents.

6.3 - Liability
The instructing party shall be liable for the consequences of any lack, inadequacy or defect in, packing, packaging, marking or labelling.

6.4 - Sealing
Full trucks, semi-trailers, swap bodies, containers, after the loading operations are completed, should be sealed by the loader himself or its representative.

6.5 - Declaratory obligations
The instructing party shall be liable for all consequences resulting from any breach relative to the obligation to provide information and declare the specific nature and specifications of the goods, where the latter require the implementation of specific arrangements, relating in particular to the value thereof and/or any covetousness they may trigger, their dangerousness or fragility. In addition, the instructing party formally agrees not to provide GALAX with illegal or prohibited goods (for instance, counterfeit products, narcotics, etc.).
The instructing party shall be solely liable, with no claim against GALAX, for any consequences resulting from erroneous, incomplete, unenforceable declarations or documents or arising from the delay in providing such documents and declarations where such documents and declarations include the information needed for the transmission of any summary declaration required by customs regulations, notably for goods’ transports shipped from third countries.

6.6 - Reservations
In the event of the loss or damage or any other problem affecting the goods, or in the event of a delay, the recipient or receiving agent shall be responsible for making regular and adequate inspections, for justifying any reservations and in general for carrying out any action that may be useful to preserve their claims and to confirm said reservations in due form and within the deadlines set by law. Failing that, the recipient shall waive its right to bring claims against GALAX or its substitute carriers.

6.7 - Refusal or default by the recipient
In the event the recipient should refuse the goods, or in the event that the recipient defaults for any reason whatsoever, the instructing party shall remain liable for all initial and additional costs owed and incurred in connection with the goods.

6.8 - Customs formalities
Where customs procedures need to be completed, the instructing party shall hold the customs agent harmless against any financial consequences arising from erroneous instructions, unenforceable documents, etc. which may, in general, entail the payment of additional duties and/or taxes, fines, etc. to the respective public authorities
Should the goods be customs cleared under a preferential status that was entered into or granted by the European Union, the instructing party shall guarantee that it has taken all steps as provided by the Community Customs Code, to ensure that all conditions for the preferential status process have been fulfilled.
The instructing party shall, on GALAX’s request, provide the latter, within the prescribed time limit, with any information that may be required in connection with customs regulations requirements. The instructing party shall be held liable for any harmful consequences arising from the failure to provide the relevant information and within the prescribed time limit in connection with delays, extra costs, damages, etc.
However, as the instructing party shall be solely responsible for meeting goods’ quality and/or technical standardisation rules, it shall be responsible for providing GALAX with all documents (tests, certificates, etc.) required by regulations for the circulation of the goods. GALAX shall not be liable for any goods failure to comply with the said quality or technical standardisation rules.

The licensed customs broker "Commissionaire en Douane Agréé" shall clear the goods in his capacity as a direct representative, in accordance with Article 5 of the Community Customs Code.

Article 7 - LIABILITY

The compensation limitations provided below shall constitute the consideration for the liability borne by GALAX.

7.1 - Liability in the event of using substitute carriers
Under no circumstances whatsoever shall GALAX be liable for the actions of intermediate freight forwarders and/or substituted carriers that have been imposed on or suggested to it by the instructing party or public authorities.
The guarantee granted by GALAX to the instructing party for its substituted carriers shall never, in any event, exceed the limitations provided under paragraph 7.2 hereafter relating to GALAX’s personal liability, or the compensation limitations granted to the substituted carriers for the performance of the services they have been entrusted with.
Where the compensation limitations granted to intermediaries or substituted carriers are unknown or do not result from mandatory or legal provisions, they shall be deemed equal to those set out in paragraph 7.2 hereafter.
GALAX shall not under any circumstances be liable beyond these limitations, included where the substitute carriers have been denied by court decision, the benefit of their own limitations due to a serious breach.

7.2 - Personal liability of GALAX

7.2.1 - Losses and damages
Whenever GALAX’s personal liability is incurred, for any reason and in any capacity whatsoever, it shall be limited to compensating only proven damages that may be attributable to the loss or damage of the goods, excluding any other damages. The compensation payable by GALAX for proven damages to the goods is limited to EUR 17.25 per kilogram of the missing or damaged goods’ gross weight, provided it does not exceed, whatever the weight, volume, size, nature or value of the concerned goods, the product of the goods’ gross weight expressed in tons multiplied by EUR 2,850 up to a maximum of EUR 20,000 per event.

7.2.2 - Other damages
For any other damages, including those incurred as a result of a delay in delivery, which has been duly notified, the compensation payable by GALAX pursuant to its personal liability shall be strictly limited to the cost of transporting the goods (excluding duties, taxes and miscellaneous costs) or to the cost of the service provided that caused the damage, as provided by the contract. Such compensation shall not exceed that due in the event of the loss or damage of the goods.
For any damage resulting from a breach in performing the logistics service, as described in the contract, GALAX’s personal liability shall be strictly limited to the cost of the service provided that caused the damage and shall not exceed a maximum of EUR 20,000 per event and per year of performance of the service.
Under no circumstances shall GALAX’s liability exceed the above-mentioned amounts.

7.3 - Quotations
Any quotation given, any one-off price proposal together with general rates shall be drawn up and/ or published taking into account the above-mentioned liability limitations (7.1 and 7.2.).

7.4 - Declaration of value or insurance
The instructing party may still decide to issue a declaration of value, which, established by the instructing party and agreed by GALAX, effectively substitutes the amount declared for the compensation limitations mentioned above (Articles 7.1. and 7.2.1). Such a declaration of value shall incur in an additional fee. The instructing party may also instruct GALAX, in accordance with Article 4 (Goods insurance), to take out insurance on its behalf, subject to the payment of the corresponding premium, and specifying the risks to be covered and the value of the goods to be insured.
The instructions (declaration of value or insurance) must be renewed for every individual transaction.

7.5 - Special interest in delivery
The instructing party may decide to make a declaration that it has a special interest in the delivery, which, established by itself and agreed by GALAX, effectively substitutes the amount declared for the afore-mentioned compensation limitations (Articles 7.1 and 7.2.2.). Such a declaration of value shall incur in an additional fee. The instructions must be renewed for every individual transaction.


For special transport operations (transportation in tankers, transportation of indivisible units, transportation of perishable goods at controlled temperatures, transportation of live animals, transportation of vehicles, transportation of goods subject to special regulations, notably the transportation of hazardous goods, etc.), GALAX shall make the appropriate equipment available for the shipper, under the terms and conditions defined beforehand by the instructing party.


9.1 - Services shall be paid for in cash upon receipt of the invoice, without discount, at the location where the invoice was issued. The instructing party shall guarantee payment.

9.2 - The unilateral offsetting of the amount of alleged damages against the cost of services is prohibited.

9.3 - Where a payment term has been agreed, it shall not exceed thirty days as from the date of issue of the invoice, in accordance with the provisions of Article L.441-6 subparagraph 11 of the French Commercial Code.

9.4 - Any delayed payment shall automatically incur, from the first day following the payment due date specified on the invoice, in arrears interest for an amount equal to the European Central Bank’s (ECB) interest rate as applied to its most recent refinancing transaction increased by ten percentage points and determined according to the provisions set out in Article L.446-1 subparagraph 12 of the French Commercial Code. In addition, a fixed amount for recovery costs of EUR 40 pursuant to Article D.441-5 of the French Commercial Code shall be incurred, without prejudicing possible remedies determined according to common law provisions and any other damage resulting directly from such delayed payment.

9.5 - The due date for payment, the late payment interest rate as well as the fixed amount for recovery costs shall be specified in the invoice.

9.6 - Any partial payment on the agreed upon due date shall be initially attributed to the non-preferential part of the amount owing. Failure to meet a single payment shall automatically bring an end to the schedule of payment term and any amount outstanding shall become immediately due even in the event of acceptance of the bill of exchange.


Regardless of the capacity in which GALAX may be acting, the instructing party expressly acknowledges that GALAX has a contractual lien that has precedence over its right of general preferential and permanent lien insofar as concerns all goods, assets and documents held by GALAX. The lien serves as a guarantee for the total debt (invoices, interest, incurred costs, etc.) owed by the instructing party to GALAX, including any debt prior to or external to the services carried out relative to the goods, assets and documents effectively held by GALAX.

Article 11 - LIMITATION

Any claim arising from the contract entered into by the parties shall be time barred after one year running from the performance of the disputed service of the said contract. The time limitation also applies to claims relating to duties and taxes collected after the tax audit notification.


12.1 - Where the instructing party and GALAX have entered into an open-ended contract sealing longstanding relationships that the parties wish to establish, such contract may be terminated at any time by either party by registered letter with acknowledgement of receipt, subject to a one-month notice period when the time elapsed since the commencement of the performance of the contract does not exceed six months. Such notice period is increased to two months when such time exceeds six months and is under one year. When the relationship has lasted for more than one year, the notice period is increased to three months.

12.2 - During the notice period the parties agree to maintain the economic balance of the contract.

12.3 - In the event of serious or repeated substantiated breaches by either party in the performance of its obligations, the other party shall send a formal notice by registered letter with acknowledgement of receipt. Where the notice remains unsuccessful within the one-month period, during which the parties may attempt to negotiate, the contract may be terminated without notice or compensation by registered letter with acknowledgement of receipt acknowledging the failure of the negotiation attempt.

12.4 - Any claim pertaining to the above provisions shall be time barred after one year in accordance with the provisions of above-mentioned Article 11.


In the event of any dispute arising between the parties, prior to any litigation and with the exclusion of GALAX’s right to claim payment of its invoices, the parties agree to seek an amicable settlement within 30 days as from the notification by either party of the need for such amicable settlement, by registered letter with acknowledgement of receipt.
The parties agree that the conciliation procedure amounts to a plea of non-admissibility, pursuant to Article 122 of the French Civil Procedure Code. Any claim brought against GALAX failing to follow this procedure is inadmissible.


Should any of the provisions of these General Terms of sale be declared void or deemed unwritten, all other provisions shall remain in full force and effect.


In the event of litigation or dispute, the NANTERRE Commercial Court shall have sole jurisdiction, even in the event of multiple defendants or third-party claims.