Purchase general conditions

1. GENERAL PROVISIONS

1.1 PURPOSE

The present terms and conditions of purchase (“TCP”) serve to define the general conditions to which will be subject:
– the purchase of all materials, objects, products, components,
software,
– or all services provided,

generally designated as the “Order”, offered or provided by any “Supplier” to Republic Technologies France (“RTF”), designated collectively as “the Parties”.

1.2 SCOPE OF APPLICATION

The present terms and conditions of purchase (“TCP”) are applicable to any Order filled by a Supplier to RTF. The parties may nonetheless depart from them provided that they do so expressly in a written document of higher priority, in conformity with article 1.3 of the present TCP.
1.3 INTEGRALITY AND ORDER OF THE CONTRACTUAL DOCUMENTS

The conditions of fulfillment of any Order are governed by the documents whose decreasing order of priority is the following:
– the Purchase Order (“PO”)
– the “Specific Contract”, if applicable
– the TCP

These documents constitute all of the stipulations organizing the contractual relationship between the Parties. No stipulation appearing in another document than those mentioned above will be able to engage RTF.

In case of contradiction between these documents, the applicable stipulation shall be that belonging to the document with the highest priority.

1.4 APPROVAL

In case of fabrication of an object requiring a “ready for production” or a similar form of approval, the ordering of said object shall not be considered as firm and definitive until after written approval has been provided by RTF for the “ready for production” and/or the “first in series”.

In any other case, the Order will be able to be considered as firm and definitive based on the signature of the PO by the Supplier.

2. OBLIGATIONS OF THE PARTIES

2.1 CAPACITY OF THE SUPPLIER

The Supplier declares that it has:

– the legal capacity to fulfill the obligations that it accepts;
– the technical skills and sufficient means to ensure quality in the fulfillment of the Order in conformity with standard professional practices and its contractual obligations;
– the financial capacities and human resources permitting it to ensure
the fulfillment of the Order without the risk of interruption;
– the authorizations, rights and approvals necessary, if applicable, for the full and complete fulfillment of the Order.

The Supplier declares that it:

– has carried out all the necessary procedures for its registration when they serve the purpose of granting it the quality which it claims;
– is not affected by an interdiction which prevents it from carrying out
the fulfillment of the order;
– is in perfect conformity with French social and fiscal legislation or that of its country of residence;
– vouches for the proper behavior of its personnel and the personnel
of its eventual subcontractor(s).
2.2 OBLIGATIONS OF RTF

RTF will have to respond to written requests for information from the Supplier regarding the conditions of fulfillment of the Order and collaborate in good faith with the Supplier.

RTF will have to pay the Supplier the agreed price according to the terms and conditions set in the Contract.

RTF will have to grant access to its premises to the personnel of the Supplier for the needs of fulfillment of the Order, according to the provisions of its internal rules.
2.3 RESPECT OF REGULATIONS – FIGHT AGAINST PROHIBITED PRACTICES

2.3.1 RESPECT OF THE ENVIRONMENT

The products mentioned in an Order must satisfy the laws, regulations and standards in effect in the European Union with respect to protection of the environment. During the design phase of the product and of its packaging, and/or in choosing the materials, the Supplier agrees to take all useful or necessary measures to satisfy the legal or regulatory requirements regarding protection of the environment. The Supplier further commits to having its eventual subcontractors respect these obligations.

2.3.2 FIGHT AGAINST ILLEGAL CHILD LABOR

In conformity with the provisions of the International Convention on the Rights of the Child, the Supplier agrees to indicate to RTF, under penalty of cancellation for fault, at its exclusive risk and expense, the means that it puts in place to ensure that no goods are manufactured and no services are provided, in part or in whole, by illegal child labor.
2.3.3 FIGHT AGAINST ILLEGAL EMPLOYMENT

For its personnel, the Supplier makes sure of their affiliation with all social organizations and of their full compliance with all labor legislation. As such, the Supplier certifies that it has completed all the declarations required by the organizations of social protection and satisfied all of the obligations specified in article L8221-3 of the Labor Code.

The personnel of the Supplier remains, in all circumstances, under its hierarchical authority in disciplinary matters. The Supplier thus ensures, in its capacity as employer, the administrative, financial and social management of its employees who take part in the fulfillment of the Order. The Supplier shall be responsible for its personnel in all circumstances and for any reason at all.
2.3.4 PROTECTION OF THE WORKERS – SAFETY
The Supplier and its personnel will have to have the technical, normative and administrative authorizations necessary for the fulfillment of the Order. In the case where the personnel of the Supplier is present at the premises of RTF for the delivery of all or a portion of the Order, it is subject to the provisions of the Decree of 20th February 1992 relative to the special instructions regarding health and safety that are applicable to work performed in an establishment by an external company.

The personnel of the Supplier will have to conform to the rules of health and safety, as well as to the internal rules of RTF.
No intervention must start without a prevention plan as specified in article R4512-7 of the Labor Code.
2.4 QUALITY

As a professional, the Supplier is perfectly familiar with the constraints related to the fulfillment of the Order, notably in terms of quality, costs and timeframes.

The Supplier agrees to fulfill the Order in conformity with the contractual stipulations, standard practices in its profession, laws, regulations and standards applicable with regard to health, safety, protection of the environment and labor law and, notably, those described in article 2.3 of the present TCP.

If applicable, the Supplier further agrees to fulfill the Order in conformity with the Specifications or the Procedure on loading/Unloading.

The Supplier agrees, under an obligation of results, to see the fulfillment of the Order through to successful completion, in respect of the aforementioned constraints and requirements.
2.5 INSPECTION, ACCEPTANCE AND NON-ACCEPTANCE

2.5.1 At the request of the Purchasing Department of RTF, the Supplier will have to submit samples of the merchandise for its approval before all of the Order has been delivered. These samples will have to be marked for identification by the Supplier and will have to be conserved by the Purchasing Department until the Order is completed.

2.5.2 The Purchasing Department will have the possibility of inspecting or testing the merchandise while it is being manufactured, processed or stored. If the Purchasing Department chooses to exercise this right, the Supplier will have to provide or obtain all amenities which may be necessary.

If, following this inspection or these tests, the Purchasing Department reasonably considers that the services or merchandise for the particular Order are not in conformity with the contractual specifications relative to the merchandise and/or services, or are manifestly not capable of being completed or processed in a manner that will attain the objective of conformity, it will be able, as a result, to inform the Supplier of this and it will have to quickly undertake all necessary actions to attain the adequate level of conformity.

2.5.3 In case of execution of the Order that does not conform to the specifications of the Contract, RTF will be able to refuse acceptance of the Order. The payments will be suspended until the Supplier has remedied the non-conformity and no late penalty will be able to be applied to RTF.

2.5.4 In case of partial non-execution, i.e., when RTF observes that minor aspects of the Order have not been completed, acceptance with reservations may be pronounced. The Supplier will only be able to bill for supplies that have been duly accepted.

The Supplier will then have to remedy, at its exclusive cost, all of the problems observed, within a period not to exceed 3 days, unless otherwise expressly stated in writing by the Purchasing Department, until all of the reservations have been lifted.

2.5.5 In case the Supplier appears to be incapable of ensuring the proper execution of the present clause, RTF will be able to have the Order fulfilled by another company at the exclusive expense of the Supplier. The corresponding charges and disbursements will be billed to the Supplier and/or deducted from the sums that would be owed by RTF.
2.6 TECHNICAL DOCUMENTATION

The Supplier will have to provide RTF, within the agreed timeframe or at the latest by the time of delivery of the Order, all related technical documentation, including the training manuals, designs, technical data sheets, product safety sheets, certificates.

2.7 DELIVERY – TRANSPORT – TIMEFRAMES

2.7.1 The contractual delivery date for the Order appears on the PO. RTF reserves the possibility of modifying the quantities and delivery dates that were initially specified.

2.7.2 Notification about any modification will be provided to the Supplier in writing, and it will then have a period of 7 days to indicate whether or not it accepts the requested modifications.

In case of refusal of the modifications by the Supplier, at the discretion of RTF, the Order will be able to be either fulfilled under the conditions specified initially or cancelled by mutual agreement with the supplier.

2.7.3 Any modification on the part of the Supplier of the delivery date initially indicated in the PO cannot be accepted without the prior approval of RTF. All deliveries will have to be confirmed by email to RTF at least 5 days before the expected date.

2.7.4 If the Supplier does not respect its obligation to provide all or a portion of the products or services on the agreed date, RTF reserves the right, without prejudice to all damages, to either cancel the Order for the products or services not provided, or to charge the Supplier for any additional costs reasonably incurred by RTF due to the non-respect by the Supplier of its obligations of delivery.

2.7.5 If the deliveries were to exceed the quantities ordered or if the products provided did not conform to the Order, RTF would be within its rights to either return the products in question to the Supplier at its expense and risk, or to bill for the storage of these products.

2.7.6 Under no circumstances will RTF be able to be deemed as having accepted the products or services provided before a period of 7 days starting from their delivery.

No shipment may be sent without the Supplier having first established a certificate of conformity of the merchandise to the specifications appearing or referenced in the PO. In the event that trials or particular tests are indicated, reports on these must also be done and attached to the certificates mentioned below.

2.7.7 All deliveries must be accompanied by a Delivery Slip that includes all indications necessary for the identification of the packages.

Each package must specify: the article code, PO number and quantity.
One of the copies will be faxed to the Purchasing Department and the other will accompany the package and will be placed on the packaging.
The certificates and reports on the inspections performed by the Supplier will be included inside the packages.

2.7.8 Unless otherwise indicated on the Order, the Supplier takes responsibility for the transport and insurance for the merchandise transported to the place indicated by RTF.

Furthermore and in any event, the Supplier agrees that the merchandise ordered will conform to the other French and European standards and requirements.

2.7.9 The Supplier is required to fulfill the Order for RTF within the allotted timeframes and in conformity with the specifications of the Contract in terms of quality, quantity and performance, in accordance with the obligation of results. These timeframes are MANDATORY.
Any delivery made on a different date from that on the PO (date appearing on the PO or explicitly accepted by the Purchasing Department) could cause the Supplier to be assessed penalties.

Any non-respect of the delivery date indicated on the PO shall result in the payment by the Supplier of penalties corresponding to 1% of the total amount excluding tax of the Order per day of lateness.

2.7.10 The penalties are owed upon presentation of the invoice. Any delay in delivery of more than 15 days will be able to result in the application by RTF of the provisions of article 5.1 hereafter.

2.8 TRANSFER OF OWNERSHIP – TRANSFER OF RISKS

The transfer of ownership takes place in accordance with common law as it relates to sales, notwithstanding any clause of reservation of ownership, which may not be enforced against RTF if it is not accompanied by a signature from one of its authorized representatives.

The transfer of risks takes place upon delivery of the merchandise at the place indicated on the PO.

2.9 SUBCONTRACTING

The Supplier is prohibited from entrusting the execution of all or a portion of the obligations incumbent upon it to a third party, unless this has been approved beforehand and in writing by RTF. In conformity with article 3 of Law no. 75-1334 of 31st December 1975, the Supplier that intends to execute the Order or a portion of the Order by resorting to the use of one or several subcontractors must, at the time of the offer and for the entire duration of fulfillment of the Order, have each subcontractor accepted by RTF and have it accept the payment terms of each subcontractor.

The Supplier is responsible for the execution of all or the portion of the Order fulfilled by said subcontractors and guarantees RTF against any default by these subcontractors in the execution of all or a portion of the Order which is entrusted to them.

The Supplier will have to make sure that its subcontractors respect all of the rules and instructions for health and safety defined in the present terms and conditions, and hold RTF harmless against any violation of said rules and instructions by its subcontractors.

3. OBLIGATIONS RELATIVE TO PAYMENT

3.1 PRICE

Unless otherwise indicated on the PO or in any other contractual document as defined in article 1.3 of the present TCP, the prices

mentioned in euros are firm and definitive, i.e., incapable of being revised for any reason whatsoever.

Unless otherwise indicated in the PO, these prices include the packing of the merchandise that is necessary for its proper conservation during storage, the packaging adapted to the transport in conformity with article
2.7 above, and the elements of intellectual property, if applicable.

3.2 BILLING

Invoices are established by the Supplier after the delivery defined in article
2.7 above. The invoices are established in 2 copies and sent to the address appearing on the PO. The invoices must include the following items:

– PO number of RTF

RTF reserves the right to refuse the billing and delivery of any merchandise that has not been mentioned in a PO from RTF in proper and due form, in conformity with the stipulations of the present TCP. All expenses incurred by the Supplier without a PO will not be payable by RTF as long as they correspond to no effective order from RTF.

3.3 PAYMENT

Unless otherwise stipulated by the PO, no deposit is paid for the Order and the invoices are paid by bank wire 60 days starting from the issuance of the invoice, unless a specific agreement exists between the les parties. Deposits are allowed exceptionally.

Any invoice sent by the Supplier must imperatively mention the PO number. Otherwise, the accounts payable department of RTF will return the invoice in question to the Supplier and the payment will not be able to be made until the number is mentioned.

In case of delayed payment from RTF that is not due to a non- conformity as specified in article 2.2 of the present TCP, late penalties shall be owed starting from the day following the payment date appearing on the invoice with application of an interest rate equal to three (3) times the legal interest rate.

Payment of the price deems full and complete transfer of the elements of intellectual property under the conditions of article 4.2 below.

4. OTHER OBLIGATIONS

4.1 CONFIDENTIALITY

The parties acknowledge that within the framework of execution of the Order, they will have access to Confidential Information.

Confidential Information refers to all information in written, verbal or digital form provided by RTF to the Supplier and involving the know-how of RTF, specifications, procedures, needs and other technical information, documents and data.

The Confidential Information must be treated as such and cannot be disclosed to third parties unless approval has been obtained beforehand in writing from RTF, for at least 10 years starting from the date that it was communicated to the Supplier. This information will only be able to be used within the exclusive framework of execution of the Order.

4.2 INTELLECTUAL PROPERTY

For the needs of the Order, the Supplier provided services for RTF that could create intellectual and/or industrial property rights.

The Parties have agreed that RTF will retain full ownership of the results of the services, described in the PO, provided by the Supplier, hereafter designated as the “Results”. “Results” refers to the deliverables, studies, creations, innovations, whether patentable or not, processes, products, know-how, mock-ups, equipment, trials, samples, prototypes, software, IT developments, specifications, databases, designs, information, denominations and logos, regardless of their nature, form or medium.

The Supplier transfers to RTF, exclusively, all industrial and/or intellectual property rights that it may hold over the Results, notably the industrial property rights, copyrights, rights over the software, rights of the producers of databases, and all other intellectual property rights.

As a result, the Supplier transfers to RTF the exclusive right to file, in its name, all titles of ownership of industrial property which may protect the Results, and notably any patent request, utility certificate, additional certificate of protection, new plant variety certificates, certificate of semiconductor topography, any request for registration of a design or model, of a brand or of a domain name, whether they are French, Community or international requests.

RTF will benefit from all rights attached to the titles of industrial ownership which can be thusly issued, and will dispose of them freely.

As needed, in the case where the Results are partially or completely protected by copyrights, it is specified, in conformity with article L. 131-3 of the Intellectual Property Code, that the rights transferred include notably:

– the right to reproduce the Results or have them reproduced and, for the software and databases, their upgrades and updates, without limitation of number, in part or in whole, by all means and processes, on all current or future media and all materials, known or unknown and notably on paper or a by-product, plastic, digital, tape, electronic or computer, by downloading, videogram, CD-Rom, CD-I, DVD, disk, diskette, network ;
– the right to represent the Results or have them represented and, for the software and databases, their upgrades and updates, by all means of diffusion and communication, current or future, known or unknown, notably by any network of online telecommunication, such as Internet, intranet, digital television network, transmission by Hertzian channels, by satellite, by cable, WAP, by downloading, tele-transmission, landline or wireless telephony networks;
– the right to adapt, modify, transform, upgrade all or a portion of the Results, the right to correct the software, upgrade it, create new versions or new developments, maintain them, decompile them, mix them, modify, assemble, transcribe, arrange, digitize, adapt to any configuration, interface with any software, database, computer product, use algorithms for all purposes, transcribe them in part or in whole, in any form, modified, cut, condensed, extended, to integrate all or a portion of them with works that are existing or to be created in the future, and on all paper, magnetic or optical media and notably Internet, disk, diskette, tape, CD-Rom, listing;
– the right to translate the Results or have them translated, in part or in whole, into any language and, for the software, into any programming language, and to reproduce the Results on any medium, paper, magnetic, optical or electronic, and notably on Internet, disk, diskette, tape, CD-Rom, listing;
– the right to market, distribute, commercialize, diffuse the Results, by all means, including rental and loan, free-of-charge or for a fee;
– the right to use and exploit the Results in any way, for the needs of its own activities or to the benefit of third parties, for any reason at all;
– the right to transfer all or a portion of the transferred rights, and notably to grant the right to any third parties any contract of reproduction, distribution, diffusion, commercialization, fabrication, in

any form, on any medium and by any means, free-of-charge or for a fee;
– the right to authorize or prohibit any reuse and/or substantial extraction of the content of the databases.

The present transfer of rights is granted throughout the entire world, and for the entire legal duration of protection of the intellectual and industrial property rights. The price of the transfer is understood as being set and definitive in the compensation received by the Supplier and it cannot claim any additional amount for any reason at all.

The Supplier guarantees RTF that it holds all of the rights relative to the Results, and notably the intellectual and/or industrial property rights. It guarantees that the Results constitute no infringement and that the present transfer does not present a threat to the rights of third parties, no matter who they are. The Supplier guarantees RTF that, in general, nothing can present an obstacle to the free exploitation of the Results by RTF.

As a result, the Supplier guarantees RTF against any legal action, complaint, claim, or opposition on the part of any party invoking an industrial or property right or an act of unfair or parasitic competition represented by the present transfer.

Furthermore, the Supplier guarantees RTF that it will carry out no filing for the Results.

4.3 FORCE MAJEURE

Neither of the Parties will be able to be held responsible for lateness, non- execution or any other breach of its obligations under the present Contract, if this breach results from a case of force majeure.
A case of force majeure is considered as any event that is unavoidable, unforeseeable and external as defined in article 1148 of the Civil Code.

A case of force majeure does not include strikes or social demonstrations by the personnel of the Supplier or by the personnel of its subcontractors.

The Party invoking a case of force majeure will have to inform the other Party about it as soon as it occurs by any means available and describe the circumstances that are at the origin of the case of force majeure.

The obligations of the parties shall be suspended for the entire duration of the case of force majeure and shall resume upon cessation of the case of force majeure.

In any event, the Supplier will make every effort to reduce any interruption due to a case of force majeure. In case of suspension of the execution of the Order due to the occurrence of a case of force majeure, RTF reserves the possibility of calling upon another Service Provider for the duration of the period of force majeure.

In the case of a suspension of the execution of the Order for more than 15 (fifteen days), RTF will be able to notify the Supplier by registered letter with confirmation of receipt of the immediate cancellation of the Service, without the need for any indemnification.

4.4 GUARANTEE

The Supplier will undertake, with all necessary diligence, the corrective services in order to remedy any defect in the merchandise or service mentioned in the Order. It will also compensate the consequences that these defects cause for RTF and its customers.

In the case where the Supplier does not carry out the correct execution of the present clause, RTF reserves the right to have all corrections and necessary work performed at the expense of the Supplier, without prejudice to the application of the cancellation clause and to the legal or regulatory provisions, and notably articles 1641 et al of the Civil Code.

4.5 RESPONSIBILITY

The Supplier shall assume the pecuniary consequences of civil liability which could be incumbent upon it or owed due to bodily harm, property or consequential losses occurring during or after the execution of the Order, and in general, due to the existence of the Contract.

The Supplier is responsible for the professional fault that its personnel could come to commit in exercising its functions and will be responsible for all direct losses resulting from its services.

Under no circumstances may the responsibility of the Supplier be sought in a case of loss resulting exclusively from:
– fault, negligence, omission or failure to perform by RTF,
– force majeure, as described in article 4.3.

The Supplier guarantees RTF that it has an insurance policy covering its civil liability as of the effective date of the Contract, in accordance with the conditions of article 4.6 below.

4.6 INSURANCE

The Supplier will have to subscribe and maintain valid insurance for the entire duration of execution of the Order, at its expense. This insurance will cover the risks and responsibilities which exist due to the Order and taking into account its environment.

In case of failure to accomplish this formality, the Supplier bears responsibility for all the resulting consequences.
Upon simple request from RTF, the Supplier will send RTF the insurance certificates for general and professional civil liability from a reputable insurance company, dated no more than 6 (six) months prior and indicating the guarantees provided, their amounts and deductibles.

5. END OF THE CONTRACT

5.1 CANCELLATION

In case of non-respect by one of the Parties of any one of its obligations resulting from the present TCP, it shall be rightfully cancelled by and to the benefit of the other Party 8 (eight) days after receipt of formal notice sent by registered letter with confirmation of receipt that has been to no avail, without prejudice to the damages that could be claimed from the Party in default.

5.2 SETTLEMENT OF DISPUTES

The Contract, specifically each of the contractual documents (as defined in article 1.3) taken together or separately, is governed by French law.

All contestations relative to the execution or interpretation of the Contract will be subject to the exclusive jurisdiction of the Commerce Court of Perpignan.