Exhibit 10.5

 

AMENDMENT TO THE

LOGISTICS SERVICE AGREEMENT

 

EXTENSION TO THE FREIGHT FORWARDING SERVICES

 

P30 / M30 PRODUCTS

 

BETWEEN THE UNDERSIGNED

 

EASYDIS, a French simplified joint-stock company [Société par Actions Simplifiée] whose registered address is located at 1 Esplanade de France, 42000 SAINT ETIENNE, registered with the Trade and Companies Register of SAINT ETIENNE under the number 383 123 874,

 

Duly represented herein by its General Manager, Julie BADICHE

 

PARTY OF THE FIRST PART

 

AND

 

CDISCOUNT, a French public limited company [Société Anonyme] whose registered address is located at 120-126 Quai de Bacalan, 33000 BORDEAUX, registered with the Trade and Companies Register of BORDEAUX under the number 424 059 822,

 

Duly represented herein by its Supply Chain Manager, Pierre-Yves ESCARPIT

 

PARTY OF THE SECOND PART

 

1











 

Amendment to the Logistics Service Agreement

Freight Forwarding Services

EASYDIS / CDISCOUNT

 

PREAMBLE

 

The Parties entered into a logistics service agreement on 24 January 2013 (hereinafter the “Agreement”) concerning “non-food products weighing more than 30 kg and/or with a length of more than 2 metres”, and a contract amendment on 16 May 2014, extending the term of the Agreement.

 

By this amendment, CDISCOUNT also wishes to entrust EASYDIS with providing freight forwarding for the following types of products:

 

·                  “non-food products weighing more than 30 kg and/or with a length of more than 2 metres” (otherwise known as “P30 Products”);

·                  “non-food products weighing less than 30 kg and/or with a length of less than 2 metres” (otherwise known as “M30 Products”).

 

These two types of products are commonly referred to as the “Products” in this amendment.

 

The conditions in which CDISCOUNT entrusts EASYDIS with these services as freight forwarder are laid out in article 1 below.

 

ARTICLE 1

 

1 — Object

 

Cdiscount entrusts Easydis, which accepts under the conditions defined in this amendment, with the services of freight forwarding of the Products in order for them to be delivered to the Delivery Points designated by Cdiscount.

 

2 — Term

 

The freight forwarding services are entrusted to Easydis for the term of the Agreement.

 

3 — Conditions for providing the freight forwarding services

 

The freight forwarding services consist of:

 

·                  organising transportation plans according to the guidelines given by Cdiscount, and

·                  delivering Products to the Delivery Points designated by Cdiscount,

 

such that the Products may be delivered on time and according to schedule.

 

Any service requested by Cdiscount that does not fall within the conditions set out in this amendment shall be subject to a prior agreement between the Parties with regard to the conditions for performance and remuneration for such services.

 

In the context of providing the freight forwarding services, and unless otherwise stipulated, Easydis shall act as a freight forwarder, in accordance with the provisions set out in articles L132-1 et seq of the French Commercial Code [Code de commerce].

 

As such, Easydis shall act as an intermediary responsible for organising the transportation of the Products on behalf of Cdiscount, thus freely choosing the forwarders or the other intermediaries and dealing with them in Cdiscount’s own name.

 

2











 

In any case, as part of providing the freight forwarding services, unless specifically provided otherwise, the liability of Easydis shall always be subject to the provisions of standard agreements in case of national road transport.

 

4 — Financial conditions

 

The freight forwarding services shall be invoiced according to the following rates and conditions detailed:

 

·                  in Appendix 1 of this amendment, as concerns the P30 Products,

·                  In Appendix 2 of this amendment, as concerns the M30 Products,

 

and in accordance with the legal and regulatory provisions.

 

The Parties agree to meet every year in order to renegotiate, in good faith, the conditions for reassessing the financial conditions of the Agreement, particularly taking into account the market prices and the competitive situation on the provision of similar services.

 

5 — Quality of service

 

Cdiscount may report to Easydis on the quality of service of the freight forwarding services using various indicators and may be required to contact Easydis’ management on occasion if the indicators concerning the services worsen. Easydis shall make itself available to examine these indicators with Cdiscount and, as necessary, find solutions in the case where deterioration in the quality of service is observed.

 

Easydis may not, under any circumstances, invoke agreements that it may have signed with third parties, including the quality of information, documents, assistance and any other elements that it may have received from said parties, in an effort to release itself from all or any part of its obligations.

 

6 — Waiver of privilege

 

Easydis expressly waives the right to invoke the privilege provided in article L. 132-2 of the French Commercial Code on the Products object of its obligation as freight forwarder under this Agreement and, within the limits authorised by the law, any other right pledged under contract that it may have the possibility of exercising to the detriment of Cdiscount.

 

ARTICLE 2

 

This addendum takes effect on 1st May 2014.

 

All the other provisions of the Agreement shall remain unchanged and fully enforceable.

 

Signed in Bordeaux, on 16th May 2014

 

	
On behalf of CDISCOUNT
    	
On behalf of EASYDIS
    
	
[handwritten endorsement:
    	
[handwritten endorsement:
    
	
“read and approved”]
    	
“read and approved”]
    
	
 
    	
 
    
	
[Signature]
    	
[Signature]
    


 

3











 

APPENDIX 1

 

Financial Conditions Applicable to the Provision of Freight Forwarding Services for P30 Products

 

I. Rates for the provision of freight forwarding services

 

1. Table of rates applicable for the transportation of a trailer containing 33 pallets (dimensions: 80 x 120 cm), departing from the Andrezieux (42) site and according to the different departments where deliveries are made.

 

	
Department
   delivered to
    	
 
    	
Rate in Euros (not
   inc. tax)
    	
 
    
	
1
    	
 
    	
303
    	
 
    
	
2
    	
 
    	
708
    	
 
    
	
3
    	
 
    	
263
    	
 
    
	
5
    	
 
    	
607
    	
 
    
	
7
    	
 
    	
303
    	
 
    
	
8
    	
 
    	
607
    	
 
    
	
9
    	
 
    	
708
    	
 
    
	
10
    	
 
    	
556
    	
 
    
	
11
    	
 
    	
556
    	
 
    
	
12
    	
 
    	
607
    	
 
    
	
15
    	
 
    	
506
    	
 
    
	
16
    	
 
    	
607
    	
 
    
	
17
    	
 
    	
657
    	
 
    
	
18
    	
 
    	
404
    	
 
    
	
19
    	
 
    	
506
    	
 
    
	
20
    	
 
    	
556
    	
 
    
	
21
    	
 
    	
384
    	
 
    
	
22
    	
 
    	
708
    	
 
    
	
23
    	
 
    	
506
    	
 
    
	
24
    	
 
    	
506
    	
 
    
	
25
    	
 
    	
404
    	
 
    
	
26
    	
 
    	
233
    	
 
    
	
27
    	
 
    	
566
    	
 
    
	
28
    	
 
    	
566
    	
 
    
	
29
    	
 
    	
799
    	
 
    
	
31
    	
 
    	
708
    	
 
    
	
32
    	
 
    	
778
    	
 
    
	
33
    	
 
    	
596
    	
 
    
	
35
    	
 
    	
657
    	
 
    
	
38
    	
 
    	
293
    	
 
    
	
39
    	
 
    	
354
    	
 
    
	
40
    	
 
    	
809
    	
 
    
	
42
    	
 
    	
202
    	
 
    
	
43
    	
 
    	
253
    	
 
    
	
45
    	
 
    	
506
    	
 
    
	
46
    	
 
    	
506
    	
 
    
	
47
    	
 
    	
708
    	
 
    
	
48
    	
 
    	
384
    	
 
    
	
51
    	
 
    	
607
    	
 
    
	
52
    	
 
    	
556
    	
 
    
	
53
    	
 
    	
627
    	
 
    
	
56
    	
 
    	
677
    	
 
    
	
58
    	
 
    	
404
    	
 
    
	
63
    	
 
    	
263
    	
 
    
	
64
    	
 
    	
819
    	
 
    
	
65
    	
 
    	
890
    	
 
    
	
66
    	
 
    	
607
    	
 
    
	
69
    	
 
    	
304
    	
 
    
	
70
    	
 
    	
506
    	
 
    
	
71
    	
 
    	
303
    	
 
    
	
73
    	
 
    	
273
    	
 
    
	
74
    	
 
    	
303
    	
 
    
	
75
    	
 
    	
546
    	
 
    
	
76
    	
 
    	
708
    	
 
    
	
77
    	
 
    	
546
    	
 
    
	
78
    	
 
    	
546
    	
 
    
	
81
    	
 
    	
708
    	
 
    
	
82
    	
 
    	
708
    	
 
    
	
87
    	
 
    	
556
    	
 
    
	
89
    	
 
    	
455
    	
 
    
	
90
    	
 
    	
415
    	
 
    
	
91
    	
 
    	
546
    	
 
    
	
92
    	
 
    	
546
    	
 
    
	
93
    	
 
    	
546
    	
 
    
	
94
    	
 
    	
546
    	
 
    
	
95
    	
 
    	
546
    	
 
    


 

4











 

2. Coefficient for reducing the rate

 

The Parties agree to apply the rate reduction coefficient listed in point 1 above, in order to take into consideration the number of pallets loaded onto each trailer during transportation.

 

The applicable rate reduction coefficient is as follows:

 

	
No.
   pallets
    	
 
    	
0
    	
 
    	
1
    	
 
    	
2
    	
 
    	
3
    	
 
    	
4
    	
 
    	
5
    	
 
    	
6
    	
 
    	
7
    	
 
    	
8
    	
 
    	
9
    	
 
    	
10
    	
 
    	
11
    	
 
    	
12
    	
 
    	
13
    	
 
    	
14
    	
 
    	
15
    	
 
    	
16
    	
 
    
	
Coef.
    	
 
    	
0.000
    	
 
    	
0.137
    	
 
    	
0.228
    	
 
    	
0.272
    	
 
    	
0.304
    	
 
    	
0.325
    	
 
    	
0.357
    	
 
    	
0.375
    	
 
    	
0.402
    	
 
    	
0.426
    	
 
    	
0.450
    	
 
    	
0.474
    	
 
    	
0.498
    	
 
    	
0.522
    	
 
    	
0.548
    	
 
    	
0.570
    	
 
    	
0.599
    	
 
    


 

	
No.
   pallets
    	
 
    	
17
    	
 
    	
18
    	
 
    	
19
    	
 
    	
20
    	
 
    	
21
    	
 
    	
22
    	
 
    	
23
    	
 
    	
24
    	
 
    	
25
    	
 
    	
26
    	
 
    	
27
    	
 
    	
28
    	
 
    	
29
    	
 
    	
30
    	
 
    	
31
    	
 
    	
32
    	
 
    	
33
    	
 
    
	
Coef.
    	
 
    	
0.624
    	
 
    	
0.648
    	
 
    	
0.673
    	
 
    	
0.698
    	
 
    	
0.722
    	
 
    	
0.747
    	
 
    	
0.772
    	
 
    	
0.797
    	
 
    	
0.821
    	
 
    	
0.846
    	
 
    	
0.871
    	
 
    	
0.897
    	
 
    	
0.923
    	
 
    	
0.950
    	
 
    	
0.977
    	
 
    	
0.996
    	
 
    	
1.000
    	
 
    


 

For example: transportation by Easydis of a trailer bound for department 01.

 

	
No.
   pallets
    	
 
    	
0
    	
 
    	
1
    	
 
    	
2
    	
 
    	
3
    	
 
    	
4
    	
 
    	
5
    	
 
    	
6
    	
 
    	
7
    	
 
    	
8
    	
 
    	
9
    	
 
    	
10
    	
 
    	
11
    	
 
    	
12
    	
 
    	
13
    	
 
    	
14
    	
 
    	
15
    	
 
    
	
Coef.
    	
 
    	
0.000
    	
 
    	
0.137
    	
 
    	
0.228
    	
 
    	
0.272
    	
 
    	
0.304
    	
 
    	
0.325
    	
 
    	
0.357
    	
 
    	
0.375
    	
 
    	
0.402
    	
 
    	
0.426
    	
 
    	
0.450
    	
 
    	
0.474
    	
 
    	
0.498
    	
 
    	
0.522
    	
 
    	
0.548
    	
 
    	
0.570
    	
 
    
	
Total cost (in euros, not   inc. tax)
    	
 
    	
303
    	
 
    	
41.47
    	
 
    	
68.98
    	
 
    	
82.43
    	
 
    	
92.02
    	
 
    	
98.59
    	
 
    	
108.09
    	
 
    	
113.65
    	
 
    	
121.67
    	
 
    	
129.00
    	
 
    	
136.36
    	
 
    	
143.72
    	
 
    	
151.04
    	
 
    	
158.27
    	
 
    	
165.46
    	
 
    	
172.79
    	
 
    
	
Cost per pallet (in euros,   not inc. tax)
    	
 
    	
n/a
    	
 
    	
41.47
    	
 
    	
34.49
    	
 
    	
27.48
    	
 
    	
23.00
    	
 
    	
19.72
    	
 
    	
18.01
    	
 
    	
16.24
    	
 
    	
15.21
    	
 
    	
14.33
    	
 
    	
13.64
    	
 
    	
13.07
    	
 
    	
12.59
    	
 
    	
12.17
    	
 
    	
11.82
    	
 
    	
11.52
    	
 
    


 

	
16
    	
 
    	
17
    	
 
    	
18
    	
 
    	
19
    	
 
    	
20
    	
 
    	
21
    	
 
    	
22
    	
 
    	
23
    	
 
    	
24
    	
 
    	
25
    	
 
    	
26
    	
 
    	
27
    	
 
    	
28
    	
 
    	
29
    	
 
    	
30
    	
 
    	
31
    	
 
    	
32
    	
 
    	
33
    	
 
    
	
0.599
    	
 
    	
0.624
    	
 
    	
0.648
    	
 
    	
0.673
    	
 
    	
0.698
    	
 
    	
0.722
    	
 
    	
0.747
    	
 
    	
0.772
    	
 
    	
0.797
    	
 
    	
0.821
    	
 
    	
0.846
    	
 
    	
0.871
    	
 
    	
0.897
    	
 
    	
0.923
    	
 
    	
0.950
    	
 
    	
0.977
    	
 
    	
0.996
    	
 
    	
1.000
    	
 
    
	
181.48
    	
 
    	
189.14
    	
 
    	
196.43
    	
 
    	
203.89
    	
 
    	
211.52
    	
 
    	
218.91
    	
 
    	
226.40
    	
 
    	
233.89
    	
 
    	
241.35
    	
 
    	
248.85
    	
 
    	
256.34
    	
 
    	
264.03
    	
 
    	
271.72
    	
 
    	
279.61
    	
 
    	
287.84
    	
 
    	
296.03
    	
 
    	
301.93
    	
 
    	
303.00
    	
 
    
	
11.34
    	
 
    	
11.13
    	
 
    	
10.91
    	
 
    	
10.73
    	
 
    	
10.58
    	
 
    	
10.42
    	
 
    	
10.29
    	
 
    	
10.17
    	
 
    	
10.06
    	
 
    	
9.95
    	
 
    	
9.86
    	
 
    	
9.78
    	
 
    	
9.70
    	
 
    	
9.64
    	
 
    	
9.59
    	
 
    	
9.55
    	
 
    	
9.44
    	
 
    	
9.18
    	
 
    


 

3. Revision due to variation in fuel cost

 

The Parties agree to review the rate listed in point 1 above so as to take into consideration variations, both upwards and downwards, in fuel prices. To this end, the Parties maintain as a reference index the “professional gasoil CNR index” in December, fixed at 0.840.

 

The formula used for calculating the indexation is as follows:

 

((Index of the month — reference index)/ reference index) x 20%

 

EASYDIS may automatically apply this indexation provided it explicitly indicates said indexation at the bottom of the invoice and is careful to indicate the index rate for the month in question.

 

III. Invoicing and payment terms

 

The Parties shall apply the terms set out in the Agreement.

 

5











 

APPENDIX 2

 

Financial Conditions Applicable to the Freight Forwarding Services for M30 Products

 

I. Rates for freight forwarding services

 

	
Details of the freight forwarding service
    	
Unit rate for packages in euros, not inc.   tax
    
	
Upstream transport
    	
0.60
    
	
Protection bag
    	
0.237
    
	
Sorting at warehouse
    	
1.10
    
	
Downstream transport
    	
0.50
    
	
Total services
    	
€2.437 exc. tax
    


 

II. Invoicing and payment terms

 

The Parties shall apply the terms set out in the Agreement.

 

6