General Terms & Conditions

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Terms of use

Terms of use

Welcome to the valtitubes.com website (hereinafter the “Site”).

By using the Site, you acknowledge having read, understood and accepted, without limitation or reservation, these Terms and Conditions of Use (hereinafter the “T&Cs”), and our privacy and cookies policy.

This Site is run by VALTI (referred to below as “VALTI” or the “Company”). Throughout the Site, the words “we” and “our” refer to VALTI and the words “you” and “your” refer to the User. VALTI makes this Site as well as all the information accessible from this Site available to you as a User.

Each Site User states complying with these T&Cs and current laws, in particular:

  • having the competence and necessary resources to access the Site and use it;
  • having checked that the computer configuration used does not contain any virus and that it is in good working order;
  • granting the Company and its partners, as appropriate, the right to any use of the information provided (other than personal data).

Nonetheless, the User states being fully aware that the Site is not protected against any form of security breach including hacking. The User acknowledges that it is impossible to guarantee the complete security of elements transmitted. The Company does not guarantee, without this list being comprehensive, that the website will run without interruption or that the servers providing access to it, and/or the third-party sites for which hypertext links appear, do not contain viruses.

Please send any questions or comments to the e-mail address indicated on the Site.

VALTI S.A.S.
Route de Courtangis
21500 Montbard
France

Please refer to the privacy policy published on the Site.

VALTI makes no representation in this matter and accepts no liability for the quality, content, nature or reliability of the websites accessible via a hypertext link from this Site.

You acknowledge that VALTI or third parties granting rights to VALTI hold(s) the title to property for all elements published on this Site. These elements constitute works protected by copyright belonging to VALTI or the third parties concerned, with all rights reserved. In particular, it concerns drawings, text, graphics, files, photographs, video and audio sequences, images, logos, icons, interfaces, code and software, as well as their selection and organization. VALTI permits you to view and use the Site subject to the following restrictions: 1) it must be used exclusively for information and non-commercial purposes; 2) downloading is limited to one copy in digital or paper format of certain limited parts; 3) the following copyright notice must appear on each page downloaded and be clearly visible: “VALTI All rights reserved.”; 4) the elements must not be modified, transferred, displayed, disseminated, run or published on any media whatsoever without the prior written permission of VALTI.

Images and photographs of people or places found on the site, are the property of VALTI and/or are used by the latter with the approval of the right holders

These images and photographs cannot be used without VALTI’s specific and explicit approval.

You must not reproduce the template or use any template reproduction techniques to integrate any part whatsoever of this Site without VALTI’s express written consent. You must not use metatags or other hidden text using the name or trademarks and service marks of VALTI without the express written permission of VALTI.

The use of automated systems (robots, web crawlers or any other data mining tools or similar data gathering and extraction tools) to access, obtain or download information on this Site is expressly prohibited if these systems are used for commercial purposes or in a way that directly or indirectly constitutes infringement of the right to privacy of any individual. The word “VALTI”, the VALTI logo and the products and services described on this Site are trademarks, trade names or service marks of VALTI and its licensers and are the property of their respective owners. These marks must not be copied, imitated or used, in full or part, without the prior, written and express permission of VALTI or their respective owners and, if this permission is obtained, the appropriate references must be made. Furthermore, page headers, customized graphical representations, button icons and text may be service marks, trademarks or trade dress of VALTI and must not be copied, imitated or used in full or part, without the prior written permission of VALTI.

Any other use of the Site’s content, in particular, the modification, dissemination, transmission, exploitation, broadcasting, publication, downloading, licensing, reverse engineering, transfer, sale or creation of works derived from any element, information, software, product or service obtained from the Site, or the use of the Site for activities in competition with those of VALTI, is expressly prohibited.

You undertake to observe all other restrictions displayed on the Site in its version updated as required. VALTI or its licensers or content suppliers shall retain all property rights for the elements provided on the Site, including all related intellectual property rights, and provide you with these elements as part of a license that may be revoked at any time at VALTI’s sole discretion. VALTI does not warrant or represent that your use of the elements appearing on this Site will not constitute a breach of any right of a third party not affiliated to VALTI.

You must not use the contact details given on the Site for unauthorized purposes, in particular for sales prospecting. You must not use computer hardware or software intended to affect or disrupt the smooth running of the Site or to surreptitiously intercept any system, data or personal information whatsoever from the Site. You undertake not to disrupt or attempt to disrupt the running of the Site in any way whatsoever.

The products and services presented are not an offer of sale, , but a general presentation of the range of products and services distributed by VALTI. Under no circumstances are VALTI obliged to update or correct the information that will be disseminated on the Site. Similarly, VALTI reserves the right to change or correct the information contained on this Site concerning the products and services at any time and without notice.

The information available on this Site (“Information”) is offered in good faith. It is supposed to be correct at the time of publishing on the Site. However, VALTI does not guarantee the completeness and accuracy of this Information. Under no circumstances will VALTI be liable for damage that may result from the credibility given to this information or its use.

The Information may be amended, corrected and/or supplemented at any time by VALTI without warning.

None of the Information may be considered as an invitation to sell, buy or make any other kind of transaction concerning the shares or other securities, whether or not listed, of VALTI.

The documents presented on this Site may contain Information about the goals of the VALTI as well as prospective information, notably concerning the financial situation, results of operations, activities and the industrial strategy of VALTI.

The Information on the goals and prospective information contained in these documents is based on economic data and assumptions formulated within a given economic, competitive and regulatory environment. It may prove to be inaccurate in the future and is dependent on risk factors that may give rise to a significant difference between the actual results and those forecast.

You undertake to indemnify, defend and release from liability, VALTI as well as its respective managers, directors, employees, contractors, representatives, licensers, service providers, subcontractors and suppliers, against and in respect of all losses, liability, expenses, damage and costs, including reasonable court costs and lawyers’ fees, resulting from your use of the Site and any breach of these T&Cs. If you cause technical disruption to the Site or its transmission systems for you or other individuals, you agree to accept liability for all losses, liability, expenses, damage and costs, including reasonable court costs and lawyers’ fees, resulting from this disruption.

YOU USE THIS SITE AT YOUR OWN RISK. THE SITE IS MADE AVAILABLE “AS IS” AND “ACCORDING TO AVAILABILITY”. WE RESERVE THE RIGHT TO LIMIT YOUR ACCESS TO THE SITE OR ANY FUNCTIONALITY OR PART OF IT OR END ACCESS TO IT AT ANY TIME. VALTI EXPRESSLY EXCLUDES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, IN PARTICULAR, THE IMPLIED WARRANTIES OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ACCORDING TO WHICH THE ELEMENTS PUBLISHED ON THE SITE DO NOT CONSTITUTE A BREACH, AS WELL AS THE WARRANTIES RESULTING IMPLICITLY FROM AN OPERATING MODE OR USAGE, ACCORDING TO WHICH ACCESS TO THE SITE WILL BE UNINTERRUPTED OR FREE FROM ERRORS, ACCORDING TO WHICH THE SITE WILL BE SECURE, ACCORDING TO WHICH THE SITE OR SERVER USED TO MAKE THE SITE AVAILABLE WILL BE FREE OF VIRUSES, OR ACCORDING TO WHICH THE INFORMATION PUBLISHED ON THE SITE WILL BE COMPLETE, ACCURATE OR UP-TO-DATE. IF YOU DOWNLOAD ELEMENTS FROM THIS SITE, YOU DO SO AT YOUR SOLE DISCRETION AND OWN RISK. YOU WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY LOSS OF DATA AS A RESULT OF DOWNLOADING SUCH ELEMENTS. NO ADVICE OR INFORMATION THAT YOU HAVE OBTAINED VERBALLY OR IN WRITING FROM VALTI OR THROUGH THE SITE OR ON THE SITE WILL CONSTITUTE ANY GUARANTEE OF ANY KIND WHATSOEVER. VALTI DOES NOT GIVE ANY GUARANTEE AND MAKES NO REPRESENTATION CONCERNING THE USE OF THE ELEMENTS APPEARING ON THIS SITE OR THEIR COMPLETENESS, ACCURACY, PRECISION, ADEQUACY, USEFULNESS, RELEVANCE, RELIABILITY OR OTHER.

IN CERTAIN COUNTRIES, THE LEGISLATION MAY NOT AUTHORIZE THE EXCLUSION OF WARRANTIES. THEREFORE, THE EXCLUSION OF WARRANTY ABOVE MAY NOT APPLY TO YOU.

YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION THAT YOU SEND OR RECEIVE WHEN USING THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE SITE AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU FREE OF CHARGE. BY ACKNOWLEDGING THE ABOVE, YOU ACKNOWLEDGE AND AGREE THAT, UNDER ANY MEASURE AUTHORIZED BY THE APPLICABLE LEGISLATION, NEITHER VALTI OR ITS AFFILIATED COMPANIES, SUPPLIERS OR SUPPLIERS OF THIRD PARTY CONTENT WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGE OR DAMAGES WHATSOEVER RESULTING FROM OR RELATED IN ANY WAY WHATSOEVER TO THE SITE OR ANY OTHER SITE WHICH YOU ACCESS VIA A LINK FROM THIS SITE OR ANY MEASURES THAT WE COULD TAKE OR NOT TAKE DUE TO COMMUNICATIONS THAT YOU HAVE SENT TO US, OR THE TEMPORARY INACCESSIBILITY OF THE SITE OR THE IMPOSSIBILITY OF USING IT, OR ANY INFORMATION, PRODUCTS OR SERVICES PRESENTED ON OR OBTAINED VIA THE SITE, OR THE REMOVAL OR DELETION BY VALTI OF ANY ELEMENTS SUBMITTED OR PUBLISHED ON ITS SITE OR OTHERWISE RESULTING FROM USE OF THE SITE, WHETHER IT CONCERNS CONTRACTUAL, TORTIOUS, STRICT OR OTHER LIABILITY, EVEN IF VALTI, ITS AFFILIATED COMPANIES OR ANY ONE OF ITS SUPPLIERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF LIABILITY APPLIES WITHOUT LIMITATION TO ALL DAMAGE OR LOSS RESULTING FROM ANY OPERATIONAL ISSUE, ERROR, OMISSION, INTERRUPTION, DELETION, FAULT, EXECUTION OR TRANSMISSION PERIOD, COMPUTER VIRUS, FILE CORRUPTION, FAULTY COMMUNICATION LINE, NETWORK OR SYSTEM FAILURE, LOSS OF EARNINGS FOR YOU, OR UNAUTHORIZED ACCESS TO OR THEFT, DESTRUCTION, ALTERATION, LOSS OR USE OF ANY REGISTRY OR DATA, AND ANY OTHER MATERIAL OR INTANGIBLE LOSSES. YOUR ONLY RECOURSE IN RESPECT OF THE ABOVE OR ANY DISPUTE WITH VALTI IS TO STOP USING THE SITE. YOU AND VALTI AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SITE OR RESULTING THEREFROM SHALL BE INVOKED WITHIN ONE (1) YEAR AFTER RECORDING THE CAUSE OF ACTION, FAILING WHICH THE CAUSE OF ACTION WILL BE DEFINITIVELY TIME-BARRED. AS CERTAIN COUNTRIES DO NOT PERMIT THE LIMITATION OF AN IMPLIED WARRANTY PERIOD OR THE EXCLUSION OR LIMITATION OF LIABILITY IN RESPECT OF CONSEQUENTIAL OR INCIDENTAL DAMAGE, THE LIMITATION ABOVE MAY NOT APPLY TO YOU IN FULL OR PART.

If any provision of these T&Cs is considered to be illegal, invalid or unenforceable for any reason whatsoever, said provision will be deemed separable from these T&Cs and this will not affect the validity and enforceability of any of the other provisions.

VALTI reserves the right to change, amend or update these T&Cs at any time without notice. The date of the last update is indicated below.

VALTI is not subject to any obligation to publish, transfer, disseminate or otherwise provide any element whatsoever available on its Site. We therefore have the absolute right to remove any element from the Site at our sole discretion at any time.

These T&Cs will be governed by French law and interpreted and applied in accordance with its provisions. Any dispute, disagreement or claim related to or resulting from these Terms and Conditions of Use and any subsequent amended versions, including in particular their formation, validity, enforceability, interpretation, performance, breach or termination, as well as non-contractual claims, which cannot be settled by mutual agreement, will be referred to and settled definitively by the competent courts within the jurisdiction of the Paris Court of Appeal, France.

V.1.0 from the date of the 23/08/2022

Terms & Conditions of Purchase

“Purchaser” means the company Valti based in France or Germany which places the Purchase Order.

“Purchase Order” means the order which is signed by authorised representative of the Purchaser. These GTC and all Documents such as technical specifications, drawings and specific documents are integral component parts of the Purchase Order.

“GTC” means these General Terms and Conditions for Purchases of Goods and Services.

“Background Knowledge” means any and all knowledge, methods, know-how, data, databases, software and documents (such as reports, drawings, specifications, processes) as well as all intellectual property rights contained therein (1) which are already owned (or licensed to a Party with the right to sublicense) at the date of the Contract coming into full force and effect or (2) thereafter independently from the performance of the Purchase Order and which are used for the performance of the Purchase Order and/or which are useful for the use of the Contractual Performance and/or Results.

“Contract” means the binding contract between the Purchaser and the Supplier in accordance with Article 2 below.

“Documents” means all service, operation and maintenance manuals, technical data, certificates of origin, drawings, export authorisations, EC certificates, risk analysis, references to manufacturer’s catalogues or any other documents which are necessary pursuant to the Contract and/or according to applicable law and/or for the performance of the Contract.

“Public Official” means (1) an elected or appointed official, employee or agent of a national, regional or local government/state or a Ministry or an organ of such a government/state or an enterprise in which a government/state owns, directly or indirectly, the majority or a significant interest; or (2) an official of a political party, a candidate for public office or any official, employee or agent of an international organisation.

“Supplier” means any person or company with whom/which the Purchaser concludes a Contract.

“Goods” means all products, goods (including Documents) or parts thereof as well as all services related to the Goods according to the Contract.

“Party” means the Purchaser or the Supplier.

“Perpetual” means (i) for the duration of the legal protection of the respective intellectual property right or,
(ii) with respect to know-how, as long as the know-how is not in the public domain.

“Contractual Performance(s)” means all goods and services which are purchased pursuant to the Contract.

“Close Family Member” means a spouse or partner of a Public Official or one of his/her children, siblings or parents; the spouse or partner of his/her children, siblings as well as any other person living in the same household with the Public Official.

“Results” means any and all knowledge, ideas, works protected by copyright, products, trade secrets, methods, know-how, data, inventions, designs, databases, software, documents (such as reports, drawings, specifications, processes, process diagrams, drafts, models, manuscripts, operation manuals, photographs, computer programs, designs for an apparatus or process or system, working notes, plans), copyrights and related rights which have been generated in the course of the performance of the Purchase Order.

“Services” means any and all work and/or services (including the Documents to be prepared or transferred) which are purchased according to the Contract.

2.1 Scope of Application

These GTC shall apply to all Contracts concluded by the Purchaser with the Supplier related to the purchase of Contractual Performances.

These GTC have exclusive application. Contrary business terms and conditions of the Supplier shall not apply unless the Purchaser has expressly agreed thereto in writing. These GTC shall also apply if the Purchaser places a Purchase Order with the Supplier with knowledge of contradictory or deviating terms and conditions of the Supplier without reservation or accepts delivery of Contractual Performance of the Supplier without reservation.

2.2 Contract

Insofar as not otherwise stated in the Purchase Order, the Purchase Order placed by the Purchaser shall be deemed to be accepted by the Supplier and shall establish the Contract between the Parties if the Supplier confirms acceptance by sending a written order confirmation [using the order confirmation form attached to the Purchase Order] within ten (10) calendar days after receipt of the Purchase Order unless a different time limit is indicated in the Purchase Order.

Prior to receipt of the Supplier’s order confirmation, the Purchaser can amend or revoke the Purchase Order at any time.

Silence or failure to act on the part of the Purchaser with regard to the Supplier’s offer shall not have any legal effect and shall not constitute any acceptance of the offer.

The scope of Contractual Performance(s) shall be determined according to the contractual provisions and the express or implied purpose of the Contractual Performance foreseen as per the Contract.

The Supplier represents and warrants that the Contractual Performance shall:

  • conform with the quantities, qualities, descriptions and specifications stipulated in the Contract;
  • comply with all applicable regulations, laws and provisions;
  • be new, of good quality as well as correspond with usual market practices and are suitable (directly or indirectly) for the use agreed upon or required according to the Contract;
  • be performed in accordance with best professional ability and care, taking into consideration generally applicable industrial standards;
  • be free of defects, in particular, free from any legal defects such as but not limited to liens and other encumbrances.

Within the framework of the scope of Contractual Performance(s), the Supplier shall review all documents and information which it receives from the Purchaser. The Supplier shall notify the Purchaser of any circumstances which could possibly oppose proper performance of the Contract or be in conflict with the Contract and shall request all additional information from the Purchaser which is necessary in order to properly perform its contractual obligations.

The inspection or approval of materials and/or equipment, the stamping/punching of marks/signs, examination or approval of Documents as well as each monitoring and examination by the Purchaser or third parties authorised by it shall have no legal effect on the scope of Contractual Performance(s) or other obligations of the Supplier and shall not constitute any recognition of a performance in accordance with the Contract. The Supplier remains fully responsible that (1) the Contractual Performance is in conformity with the provisions and requirements of the Contract and (2) that the contractually owed performance is rendered properly.

The Supplier shall not establish a claim for payment upon delivery of Goods which the Purchaser has not expressly ordered in written form. The Supplier shall take back or remove such Goods within a reasonable time period.

Amendments and/or additions to the contractually owed scope of Contractual Performance(s) (hereinafter “Amendments”) shall only be permissible with the prior consent of the Purchaser. At the request of the Purchaser, the Supplier shall perform such Amendments insofar as possible and within reasonable limits. Insofar as Amendments cause substantial additional expenditures on the part of the Supplier, the Parties shall agree on a separate remuneration prior to performance of the Amendments. Insofar as necessary, the (technical) description of specifications as well as the dates for delivery and services performance shall be adjusted accordingly.

The Documents are a part of the scope of Contractual Performance(s).

At the Purchaser’s request, the Supplier shall be obligated to provide all of the Documents requested (or parts thereof).

The Documents shall be prepared in the language of the country in which the Purchaser has its business premises unless the Purchaser clearly intends to use the Contractual Performance(s) in a foreign country or notifies the Supplier in writing of another language.

Ownership title to the Documents which are required for the performance of the Contract or the use or the maintenance of the Contractual Performance(s) shall be transferred to the Purchaser at the latest simultaneously with the delivery/rendering of the Contractual Performance(s) unless otherwise stated in the Purchase Order.

The Supplier shall transfer to the Purchaser, at the latest at the delivery date, a detailed list of tools, consumables, wear and tear materials and/or spare parts which are necessary for the operation and the maintenance of the Contractual Performance (hereinafter collectively referred to as the “Spare Part(s)”). For each item, said list shall state for each individual Spare Part whether such is protected know-how of the Supplier or a norm part.

The Spare Parts are to be marked individually according to their reference details in the Supplier’s technical documents, including plans and drawings.

Insofar as applicable, the Supplier shall be obligated to hold Spare Parts for a minimum time period of ten years commencing on the delivery date of the Goods

7.1 Shipment of Goods

The Supplier shall notify the Purchaser of detailed shipment information in due time prior to shipment of the Goods to the Purchaser’s premises.

The Supplier shall send the Purchaser a shipment confirmation on the date of the shipment of the Goods.

The shipment confirmation must include the reference information of the Contract, a description of the Goods as well as details related to quantity, weight and measurements of the shipped Goods. A copy of this shipment confirmation is to be attached to the Goods.

7.2 Transport of Goods

The Goods shall be delivered in accordance with the delivery terms stipulated in the Contract. Delivery terms shall be interpreted according to the Incoterms ® 2010. Insofar as the Parties have not agreed to any other delivery terms, the commercial clause “DDP” of the Incoterms ® 2010 shall apply (place of destination of the Goods is the site within the Purchaser’s plant for which the Goods were ordered and which is specified in the Purchase Order).

Irrespective of whether transport is to be undertaken by the Supplier or the Purchaser, the Supplier shall pack the Goods in a suitable manner for the respective mode of shipment to ensure safe transport and delivery.

The Supplier shall provide all documents necessary for transport and delivery according to the agreed contractual delivery terms.

Unless otherwise agreed by the Parties in the Contract, it shall be incumbent upon the Supplier to obtain all necessary licences and permits from the competent authorities which are required to transport the Goods from the Supplier’s premises to the agreed point of delivery.

8.1 General

The Goods and Services are to be delivered/performed by the Supplier in accordance with the dates stipulated in the Contract. Delayed delivery of the Goods/performance of the Services shall be deemed to be a material breach of contractual obligations.

The Supplier shall request from the Purchaser all information and documents in a timely manner which are needed to render its Contractual Performances. The type of information and documents as well as the respective dates at which these shall be required are to be stipulated in the Contract.

Should it become apparent that agreed dates cannot be met, the Supplier shall inform the Purchaser without undue delay with details of catch-up measures and shall take suitable measures in good time (as applicable, shift work, overtime and/or weekend/holiday work) in order to meet the agreed dates. The Supplier shall bear the costs for these measures.

8.2 Default in Delivery

In the case of default in delivery, i.e. upon exceeding the agreed delivery dates, the Purchaser shall be permitted to make claims to which it is entitled by law, in particular, to claim damages from the Supplier.

8.3 Default in Rendering Services

Should the Supplier fail to render the Services or not render these within the agreed dates/times and/or it is in default of rendering the Services, the rights of the Purchaser – in particular, the right of rescission and damages – shall be determined according to the statutory provisions. The provisions in the following Article 8.4 shall, however, remain unaffected.

8.4 Contract Penalty for Late Delivery of Goods or Late Rendering of Services

The main purpose of the contract penalty is to ensure that the agreed delivery dates are met by the Supplier.

Should the Supplier fail to meet a contractually agreed delivery/service date, including delivery of Documents, it shall be obligated to pay the contract penalty agreed upon in the Contract without a prior warning notice.

Insofar as not otherwise regulated in the Contract, the contract penalty shall amount to 0.5% of the net value of the respective Goods/Services per commenced week and is limited to 5% of the net invoice amount of the respective Goods/Services excluding tax and other charges.

The agreement to contract penalties shall not preclude additional damage claims. Any contract penalties shall be taken into account with the calculation of such damage claims. The Purchaser can claim the contract penalties up until the final payment also if the Purchaser has not reserved such claim of contract penalties with the acceptance of late deliveries or services by the Supplier. The payment of any contract penalty can be claimed in addition to the rendering of the Contractual Performances.

8.5 Remedy of Delivery Default

In the case of default of delivery, the Purchaser shall be entitled to remedy the default of delivery itself or by a third party; all costs accruing to the Purchaser as a result of the default shall be borne by the Supplier; in this case, these costs shall either be deducted from the amounts which the Purchaser owes the Supplier according to the Contract or shall be reimbursed to the Purchaser by the Supplier within 30 days of receipt of the respective documents.

9.1 Prices

Insofar as not otherwise agreed upon, the agreed prices are fixed prices and apply for the entire scope of the Contractual Performances. Prices exclude VAT but, however, include any custom fees, other taxes, fees and charges. The agreed prices are the Supplier’s sole entitlement to remuneration and constitute full payment for the Contractual Performance.

9.2 Payments

Payments shall be made in accordance with the contractual provisions and the applicable statutory regulations.

Unless otherwise agreed, payment shall be payable, due and made forty-five (45) days from the end of the month in which an invoice was issued in correct and due form as defined in Article 9.3 below.

Any amounts not received by the Supplier at the due date shall bear interest as of this date at an interest rate which is three times the legal interest rate applicable in France. In addition to payment of interest, the Supplier shall be entitled to demand the payment of a fixed indemnity in the amount of EUR 40.00 as recovery costs.

9.3 Set-off / Rights of Retention

The Supplier may only set-off undisputed claims or those which have been confirmed by way of a final court judgemen

The Supplier is only entitled to rights of retention insofar as such are undisputed or confirmed by way of a final court judgement and which are derived from the same contractual relationship.

The Purchaser may set-off all claims to which it is entitled against the Supplier.

Insofar as not otherwise regulated in the Contract, the Supplier shall carry out any inspections, tests and analyses (hereinafter “Testing”) in conformity with the relevant requirements of the Contract and the recognised rule of technology of the relevant industry. The Supplier shall notify the Purchaser of any Testing at least two calendar weeks prior to the performance of any such Testing.

The Supplier shall provide the Purchaser the possibility of monitoring the proper rendering of the Contractual Performances, including participation in performance of Testing. After prior notification by the Purchaser, the Supplier shall allow the Purchaser or any third parties named by it access to the premises of the Supplier where the Contractual Performance are being rendered or prepared during regular business hours and shall ensure that any approved subcontractors grant respective access to the Purchaser.

The Supplier shall provide all reports and certificates as required under the Contract as well as all reports and certificates for which the Purchaser has a reasonable interest.
Costs of Testing shall be borne by the Supplier with the exception of such costs which accrue by third persons named by the Purchaser who shall participate in the Testing.

Insofar as not otherwise regulated in the Contract, ownership title to the Goods/Results shall be transferred completely to the Purchaser at the date of the delivery of the Goods/Results to the Purchaser.

All equipment, tools, materials or other items provided by the Purchaser to the Supplier shall be clearly marked and recorded as being owned by the Purchaser. The Supplier shall store such separately and may use these exclusively within the framework of the Purchaser’s instructions and for purposes of the Contract.

12.1 Goods

In cases of defects of quality, the Purchaser shall be entitled to the statutory defect claims without restriction according to the following provisions:

The Supplier warrants that the Goods are free from defects of quality and comply with the provisions of Article
3 of these GTC; notwithstanding these warranties, the Purchaser is entitled to claim any other warranty rights without restriction to which it is entitled according to the Contract, the applicable statutory regulations and/or according to the warranty claims normally granted by the Supplier.

Without prejudice to any other rights of the Purchaser according to the Contract or by law, the statute of limitations period for warranty claims due to defects of quality shall be twenty-four (24) months as from delivery of the Goods.

The Purchaser shall be entitled to demand from the Supplier as subsequent performance, at the Purchaser’s discretion, remedy of defects or delivery of new Goods which are free of defects. In this case, the Supplier shall be obligated to bear all costs (including disassembly and installation costs) which are necessary for the purpose of remedy of the defect or replacement delivery. The right to damages, in particular, damages for defects of quality remains unaffected herefrom.

12.2 Services

In cases of a breach of contractual obligations in connection with the rendering of Services by the Supplier, the Purchaser shall be entitled to the statutory claims without restriction. In particular, the Purchaser shall be entitled to claim the damages resulting therefrom. Such claims shall be time-barred by statute of limitations after three (3) years and such time period shall commence according to the respectively applicable statutory provisions.

Insofar as the Purchaser terminates according to Article 14.1 and/or 14.2 of these GTC, the Purchaser shall not be obligated to make the payment agreed by the Contract for the already-performed services insofar as the Purchaser no longer has an interest in these as a consequence of the termination.

13.1 Subject to the rights of third parties, each Party remains the owner of its own Background Knowledge.

The Supplier grants to the Purchaser a right to use its Background Knowledge for the purpose of the Purchaser’s unrestricted use of the Contractual Performances and/or the Results but, however, only in the scope necessary herefore.

13.2 Rights of ownership, access and free use of all Results created and any intellectual property rights attached thereto which are generated according to the Purchase Order are hereby transferred to the Purchaser as they come into existence; the Purchaser is thus free to use the Results without any restriction and at its discretion.

In particular, the Supplier hereby transfers the ownership of all pertaining assignable copyright to the Purchaser as soon as such copyright comes into existence. If such transfer is not possible under the applicable law, the Supplier grants the Purchaser a non-exclusive, irrevocable, unrestricted, transferrable, sub-licensable, worldwide and Perpetual right to reproduce, modify, translate, publish, disseminate the Results protected by copyright for any purposes whatsoever. Such grant includes the right to integrate said Results into its own documents for any purposes whatsoever.

13.3 The Supplier warrants that the Contractual Performances, the Results and the associated Background Knowledge do not infringe any rights of third parties, in particular, any intellectual property rights of third parties. As a consequence, the following applies:

  1. The Supplier shall indemnify and hold harmless the Purchaser and/or its affiliated companies during the term of the Purchase Order and thereafter against all claims of third parties including the liability, expenditures and costs (including all legal costs and expenses) whatsoever arising from infringement of a third party’s intellectual property rights in connection with the Contractual Performance, the Results and/or the associated Background Knowledge and/or the use thereof. Insofar as such claims are brought against the Purchaser or one of its affiliated companies, the Supplier shall, upon the Purchaser’s respective written request, provide the Purchaser with all reasonable support and shall cooperate with the Purchaser accordingly. By no means shall the Supplier be entitled to conclude a settlement agreement or conduct discussions without Purchaser’s prior written consent with a third party raising claims or to make any concessions or acknowledgements which might be prejudicial to the Purchaser and/or its affiliated companies.
  2. Without prejudice to the afore-mentioned provision, if any Contractual Performance, Results or associated Background Knowledge infringe or are claimed to infringe third party rights, the Purchaser shall have the right to demand that the Supplier, at it’s cost and expense:
    1. obtains from such third party, rights of use so as to ensure the Purchaser’s legal use of the Contractual Performance, Results and the associated Background Knowledge; or
    2. replaces or modifies the Contractual Performance/Results or parts thereof so that these no longer infringe rights of third parties.

If the Supplier is neither capable of procuring the rights (Article 13.4 (ii) a)) nor of making the required modification or replacement (Article 13.4 (ii) b)), the Supplier shall reimburse the Purchaser all costs which the Purchaser paid for the infringing Contract Performances and/or Results; all other rights of the Purchaser, in particular, the right to demand damages from the Supplier and/or to terminate the Contract pursuant to Article 14.1 hereof remain unaffected.

14.1 Termination for Cause Attributable to the Supplier

Without prejudice to all other termination rights of the Purchaser by contract or law and without prejudice to any and all other rights or remedies of the Purchaser, in the view of the Parties, good cause entitling the Purchaser to terminate or provisionally suspend the Contract in whole or in part with immediate effect upon communication to the Supplier shall be deemed to exist in particular, depending upon the individual case – in the following factual situations:

(i) The Supplier becomes insolvent or an insolvency, receivership or insolvency proceeding is commenced by the Supplier or a third party related to the assets of the Supplier and the application is not rejected by the Insolvency Court or withdrawn within two months after the insolvency application has been filed or the opening of the proceeding is refused due to the absence of assets.

(ii) The Supplier transfers the Contract or assigns rights or claims therefrom to a third party without the prior written consent of the Purchaser, insofar as this is not expressly declared to be permissible in the Contract or otherwise.

(iii) The Supplier commits a material breach of such laws, legal ordinances and/or instructions of the Purchaser which are of fundamental significance for the proper manufacture, delivery and/or the operation of the Contractual Performance, including the case that the Supplier fails to comply with health, safety and environmental regulations which apply by law or regulations applicable at the Purchaser’s location and thereby a serious risk exists for the health and safety of the employees of the Purchaser or the Supplier or the environment.

(iv) The Supplier breaches a material contractual obligation as set forth in the Contract or which has been assumed in the performance of the Contract and does not discontinue such breach within a reasonable time period despite a warning notice given by the Purchaser.

Neither Party shall be responsible or in default with a breach of a contractual obligation if it occurred because of the circumstances/conditions which (1) are beyond the reasonable control of the Party claiming force majeure, and
(2) such could not reasonably have been foreseen at the date of the Contract, and (3) the Party claiming force majeure could not have prevented, mitigated or overcome these (these circumstances/conditions shall hereinafter be referred to as “Force Majeure”). Cases of Force Majeure shall be deemed to be, in particular, natural disasters, government actions, fires, floods, earthquakes, storms, war, insurrections, national emergencies, and any national or international acts such as e.g. embargos or trade measures/restrictions of a national government, the EU, UN or WTO. This Article 15 provision shall not have the effect that other obligations of the Parties shall be altered with respect to the portion of the Contractual Performance not affected by such Force Majeure conditions. For purposes of clarification, the Parties agree that any technical breakdowns, insolvency, bankruptcy, non-fulfilment by subcontractors, non-availability or shortage of personnel, materials, resources or difficulties with obtaining authorisations or licences shall not be considered Force Majeure.

Majeure and the anticipated delay in performance of its obligations hereunder and the scope thereof. If the cumulative duration of one or more cases of Force Majeure exceeds three (3) months, the Party not invoking Force Majeure may terminate the Contract.

The Party invoking Force Majeure shall only be released from the obligation to perform in the scope and for the duration of the existence of the Force Majeure.

The Supplier is obligated to bear all direct or indirect damages, losses, costs, expenditures of the Purchaser, its representatives, employees and third parties which result from and in connection with the culpable breach and/or failure to comply with contractual obligations by the Supplier (whether by actions, omissions and/or defects) insofar as the Supplier does not prove that he is not responsible for such breach and/or failure or for which the Supplier is responsible as a consequence of its statutory liability or the statutory liability of its representatives, employees or sub-contractors.

The Supplier is obligated to indemnify and hold harmless the Purchaser, its agents, representatives and employees against all claims, liabilities and expenditures (including legal fees) which accrue as a result of or in connection with the performance or non-performance of the Contract and which cause bodily injury, death or damage to property owned by third parties. Additional statutory claims of the Purchaser to damages remain unaffected.

The Supplier is obligated to conclude and maintain insurance cover with reasonable insurance protection, in particular, insurance protection against loss or damage to the Goods up until transfer of risk to the Purchaser, for property damage of the Purchaser and personal injury of the Purchaser’s employees, for third party damage as well as direct and indirect damage suffered by the Supplier itself.

Upon demand by the Purchaser, the Supplier shall provide proof of the existence of the insurance protection.

The Supplier is solely responsible for compliance with all applicable statutory and public authority health, safety and environmental regulations with respect to its employees, including the obligation to notify health, safety and environmental instructions to its employees as well as their proper introduction and the implementation thereof by its employees. The Supplier shall be exclusively obligated to make agreements and institute measures which regulate its relationship with its employees. In addition, the Supplier is also obliged to comply with applicable building site regulations on the company premises of the Purchaser which are an integral part of the Contract.

The Supplier warrants that the Contractual Performance conforms with all laws and public authority regulations and standards regarding health, safety and environment which apply at the place where the Contractual Performance is intended to be used according to the Contract or if not indicated in the Contract, at the place where the Contractual Performance is delivered. In particular, the Contractual Performance shall be delivered with all instructions, warnings, and other data necessary for safe and proper operation in accordance with the regulations.

If the above-mentioned laws, regulations, provisions and/or standards which the Supplier is obligated to comply with are modified before the delivery date of the Contractual Performance, the Supplier shall be obligated to adjust the Contractual Performance to be in conformity with the new rules. In such case, the Supplier shall be obligated to inform the Purchaser without undue delay of the consequences ensuing therefrom and, if necessary, a new assessment with regard to the price and the delivery date.

In all cases where the Contract involves Services to be performed at the Purchaser’s premises, the Supplier must take all measures in a timely manner to comply with the applicable rules regarding health, safety and environment, including any special rules as defined by the Purchaser’s respective plant management. In this connection, the Supplier shall contact, prior to any intervention by its personnel and/or its representative at the company premises, the safety officer at the Purchaser’s business premises and to ensure, together with the Purchaser, the implementation of the required procedures.

In the event that the Purchaser allows the Supplier to use the Purchaser’s handling or transportation equipment, in particular but not limited to, travelling cranes, fork lifts, gantry cranes and/or tractors, only authorised employees of the Purchaser or any third person approved by it (hereinafter collectively referred to as “Operator”) may use this equipment. The Supplier shall be responsible for any instructions which it gives to the Operator. In addition, any act of the Operator during the period of its use shall be exclusively attributable to the Supplier.

In the event that the Goods are hazardous goods, the Supplier shall be obligated to specify exactly to the Purchaser the measures to be taken after use for the destruction and/or elimination of the Goods (or of the associated waste products thereof) (on the basis of the regulations and conditions applicable on the date of delivery).

The Supplier warrants that all chemical substances contained in the Goods (hereinafter referred to as the “Substances”) comply with all regulations of the (1) European Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (hereinafter the “REACH Regulation”) and (2) the European Regulation (EC) No. 1272/2008 of the European Parliament and of the Council of 16 December 2008 concerning the Classification, Labelling and Packaging of Substances and Mixtures (hereinafter “CLP Regulation”).

In particular, the Supplier shall be obligated to provide the Purchaser with all the information regarding Substances including safety data sheets in accordance with the REACH Regulation and the CLP Regulation.

The Purchaser is entitled to refuse Substances classified as CMR (Carcinogenic, Mutagenic and Toxic for Reproduction).

The Supplier shall not be entitled to assign the Contract or parts thereof to third parties or to engage sub-contractors with the performance of the Services or parts thereof to be performed according to the Contract without the prior written approval of the Purchaser.

The Supplier is obligated to inform the Purchaser in writing and without undue delay of every change to the ownership relationships at the Supplier and every transfer of the Contract which occurs by operation of law.

The Supplier shall be liable at all times for all actions, omissions, performances or breaches of obligation of sub- contractors or legal successors.

With regard to every sub-contractor contract concluded with the Supplier, the Supplier shall be obligated to provide the Purchaser with a copy of the contract without undue delay (with deletion/blackening out of price details or other business and trade secrets) as well as any amendment which is later undertaken to such contract.

During the performance of the Contract, the Supplier is obligated to comply with all laws, rules and/or regulations of any governmental, local or regulatory body, of any nature applicable to its activity. This shall apply, in particular, with all anti-corruption and antitrust laws.

The Supplier warrants that it has not – either directly or through intermediaries – made payments to a person (including Public Officials), given gifts or promises or granted advantages, insofar as such payments, gifts, promises or advantages would be for purposes of influencing any act or decision of such person and such person is induced to do or omit to do any act (1) in violation of his or her lawful duty and/or (2) to secure any improper advantage, or (3) otherwise to do or refrain from doing something that would violate the laws applicable to the activities under the Contract.

The Supplier shall be obligated to ensure that its employees and sub-contractors comply with the obligations set forth in this Article 20.

All financial settlements, invoicing and reports submitted to the Purchaser must be accurate and reflect in reasonable detail all activities and transactions undertaken in performance of the Contract.

The Purchaser reserves the right to audit all payments which are made by or in the name of the Supplier under the Contract through a duly authorised representative subject to confidentiality, at the business premises of the Supplier.

The Supplier agrees to cooperate fully in any such audit. The Supplier shall make the relevant books available and grant access hereto.

The Supplier warrants that no Public Official or Close Family Member (1) owns or possesses, directly or indirectly (to the best of its knowledge) participations, shares or other beneficial interests (other than through ownership of publicly traded securities that is not sufficient to constitute a controlling interest) of the Supplier and/or
(2) is a managing director, officer or agent of the Supplier; excepted herefrom are all participations, shares and/or positions which the Supplier has disclosed to the Purchaser in writing. The Supplier agrees to notify the Purchaser without undue delay and in writing of any developments that would or might affect the accuracy of the foregoing warranty.

All business and technical information which the Supplier acquires, discusses, uses or develops in connection with the Contract and/or the performance of the Contract (hereinafter “Confidential Information”) is the exclusive property of the Purchaser and shall be used exclusively for the Purchaser. The Supplier has no legal claim to the Confidential Information. Information which is publicly accessible or which the Supplier derives or acquires legally and independent of its obligation to perform the contractual obligations shall not be deemed to be Confidential Information.

The Supplier is obligated to use Confidential Information exclusively for purposes of the creation/delivery/rendering of the Contractual Performance and not to make such accessible – either directly or indirectly – to third parties without the prior written consent of the Purchaser. The Supplier is obligated not to remove from the Purchaser’s premises any documents, inventions, computer software, well logs, data, equipment, drawings, notes, reports, manuals or other materials or copies hereof without the prior written consent of the Purchaser. The Supplier is obligated, upon a respective demand of the Purchaser but, however, at the latest, upon the termination of the Contract, to return to the Purchaser without undue delay all such documents and/or materials (originals and copies) including but not limited to Confidential Information. The Supplier shall ensure that all of its employees and its sub- contractors, including their employees, also meet the obligations resulting from this Article.

The Supplier is obligated, during and also after the ending of the Contract, not to publish or permit to be published, to supply to the press (including internal magazines) or other media companies or to permit that such is supplied, any information, photographs or data with regard to the Purchaser’s facilities without the Purchaser’s prior written consent.

Terms & Conditions of Purchase

Terms and Conditions of Sale

Terms and Conditions of Sale

These terms and conditions of sale (“T&C”) shall apply to all sales of goods (“Goods”) made by our company (“Supplier”) and are binding on the buyer (“Buyer”) and the Supplier (together the “Parties”). Any order placed with the Supplier shall constitute the acceptance by the Buyer of these T&C, which shall supersede the Buyer’s own general terms and conditions of purchase. These T&C shall form, together with the order, the entire contract between the Supplier and the Buyer (“Contract”). No amendment, changes or additional terms proposed by Buyer to these T&C shall be valid unless expressly accepted in writing by the Supplier.

Orders shall become firm and definitive only after written acceptance and confirmation by the Supplier. The same rule applies to all amendments, changes and additional terms and conditions. In the event of any inconsistencies between these T&C and any particular conditions or orders agreed upon between the Parties in writing, the particular conditions or orders shall prevail. An order may not be cancelled by the Buyer in whole or in part without the prior agreement in writing of the Supplier, including fair and reasonable compensation paid to Supplier.

Unless otherwise agreed in writing, prices between the Supplier and the Buyer are stated Ex Works, facility designated by Supplier (as per the version of Incoterms in force at the date of entering into the Contract), plus any applicable value added tax or other taxes, charges or duties, as the case may be.

Unless otherwise stated, payment shall be made within 30 days from the date of invoice, by bank transfer to the bank account of the Supplier. No discount shall apply for early payment. The Buyer shall be discharged of its payment obligations only upon receipt in the bank account of the Supplier of all sums due.
Subject to any applicable mandatory law, any amounts outstanding after 30 days from the date of the invoice shall bear interest, at the rate of 2% above current 1-month Libor, without prejudice to any other rights and remedies of the Supplier, including, without limitation, the right to cancel all or part of the Contract, to suspend deliveries and to demand immediate payment for all Goods previously delivered.

In addition to late payment penalties, the Supplier is entitled to obtain from the Buyer a fixed sum of 40€ for recovery costs. When recovery costs are higher than the fixed sum, the Supplier is entitled to obtain an additional compensation upon justification of all its recovery costs, unless the Buyer is engaged into bankruptcy proceedings.

If, in the Supplier’s reasonable opinion, the Buyer’s creditworthiness is or is likely to be compromised, the Supplier shall have the right to request advance payment of all sums due, or any guarantee necessary to secure the payment of the Goods. Should the Supplier not obtain the guarantees requested, it shall have the right to suspend or cancel in whole or in part the Contract without liability.

The Buyer shall not be entitled for any reason to set off or withhold payment of any amount payable under the Contract to the Supplier.

The Supplier warrants that the Goods shall conform to the agreed specifications. The Buyer is solely responsible for the choice of the Goods and their specifications. Deviations from measurements, weight, quantity and quality are permissible within the framework of applicable standards or customary practice.

If the Parties have agreed that the Goods are to be inspected by the Buyer at the factory, the Supplier shall give reasonable notice to the Buyer that the Goods are ready for inspection. If the Buyer, or its appointed representative, fails to show up for inspection on the date specified in the notice, the Supplier shall have the right to place the Goods in storage at the cost and risk of the Buyer and to invoice the Goods and storage costs to the Buyer pending release. The Buyer is solely responsible for the appointment and shall bear the full cost of any inspector.

The Buyer shall inspect the Goods within 15 days of delivery, failing which the Goods shall be deemed accepted and in conformity with the agreed specifications. The Buyer shall notify the Seller in writing of any non-conformity of the Goods without undue delay. Each claim, if any, shall set forth all relevant available details. The Goods shall then be inspected jointly, and the representatives of the Supplier shall be permitted to take such samples and make such investigations as the Supplier deems necessary.

All Goods shall be delivered Ex Works, facility designated by Supplier (as per version of Incoterms in force at the date of entering into the Contract) and unpacked, unless otherwise agreed in writing. The risk of the Goods shall pass to the Buyer in accordance with the applicable Incoterm. The Buyer shall insure such risks accordingly. The Buyer shall be responsible for complying with all applicable laws and regulations concerning the importation and use of the Goods. The Buyer shall be responsible for making any claim or reservation to the carrier within the applicable time limit.

Delivery dates are estimates only. If the Supplier is unable to deliver the Goods or to make the Goods available at the Supplier’s factory on the agreed delivery dates, the Supplier shall promptly notify the Buyer of the delay. The Supplier and the Buyer shall discuss in good faith mutually acceptable revised delivery dates. However, in the absence of express agreement of the Supplier when the order is placed, the Supplier shall not be liable for any damages, interest, indemnification, or penalty for late delivery. The Supplier is entitled to make partial deliveries of the Goods.

In the event that the Buyer does not take delivery of the Goods for any reason after having received the Supplier’s ready for shipment notice, the Supplier shall have the right to complete delivery by placing the Goods in storage at the cost and risk of the Buyer and to invoice the Goods and storage costs to the Buyer.

The Contract does not grant any right or license, and no other right or license is to be implied by, or inferred from, any provision of the Contract or by the conduct of the Parties, with respect to any intellectual property right, including without limitation, drawings, specifications, plans, models, samples, process, trade secret, know-how, patents, or design of either Party. The Supplier shall remain the exclusive owner of all intellectual property rights relating to the Goods, or discovered by the Supplier as a result of, or incidental to, the performance of the Contract.

The Buyer shall keep as strictly confidential and shall not disclose to any third party, nor use for any purpose other than the proper performance of the Contract, any information of whatever nature regarding the Supplier and/or the Goods.

If the Goods are manufactured according to Buyer’s design, Buyer shall defend, indemnify and hold harmless Supplier against any claims or liability for patent infringement related to such design.

For the purposes of this Contract, an event of force majeure shall mean any unforeseeable circumstance due to any cause beyond the reasonable control of either Party, (including, without limitation, flood, governmental act or regulation, act of God, war, strike, lockout, labour interruption, shortage of labour, serious accident, breakdown or partial failure of plant or machinery, shortage of raw materials and/or means of transport or energy or any act or omission of any third party concerned with the manufacture, processing or delivery of the Goods) which occurs after the execution of the Contract and prevents the performance of all or part thereof, provided however, that force majeure does not justify a suspension of payments for Goods already delivered.

The occurrence of an event of force majeure shall cause temporary suspension of the respective obligations of the Parties for a period equal to the period of the continuing force majeure or the consequences thereof, without any liability or compensation to either Party.

Title to the Goods shall pass to the Buyer upon delivery as per applicable Incoterm.

The Supplier warrants that, for a period of the lesser of 12 months from installation or 18 months from delivery, the Goods shall be free from hidden defects resulting from faults in material or workmanship which render the Goods non-conforming with the agreed specifications. Liability of the Supplier under this warranty is limited to repair or refund of the defective Goods, or delivery of replacement Goods at the agreed delivery point, at the Supplier’s option.

The Supplier’s warranty applicable to the original Goods shall also apply to the repaired or replaced Goods for a period of 12 months after completion of repair or replacement under this warranty.

The foregoing warranty shall not apply to normal wear and tear, damage caused by the Buyer or a third party, or any misuse of the Goods.

THE SUPPLIER’S OBLIGATION UNDER THIS ARTICLE SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO DEFECTIVE GOODS AND THE SUPPLIER GIVES NO OTHER WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR COMMON LAW ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

The Buyer shall notify the Supplier in writing of any warranty claim without undue delay. If the Buyer resells the Goods, the Buyer shall cause the substantive terms of Articles 9 and 10 to apply to the resale, without reservation. If the Buyer fails to do so, it shall indemnify the Supplier in respect of all expenses, claims or damages in excess of the warranty and damage limitations set out in Articles 9 and 10.

The Supplier shall in no case have any liability for direct, indirect, consequential, punitive or other damages (including, without limitation, costs, expenses, fees (including legal fees), loss of use, loss of profit, loss of data, loss of production, delayed production or business interruption), whether or not foreseeable at the effective date of the Contract, or for any infringement of intellectual property rights of third parties.

Any legal action on any grounds, whether based on warranty, in tort, under contract or otherwise at law, must be commenced by the Buyer within 3 (three) months from the date of the end of the warranty period.

The Supplier shall defend, indemnify and hold the Buyer harmless from and against any loss, liability, damage, claim, cost, legal and other expenses resulting from (i) bodily injury to, or sickness or death of any director, employee or servant who is a member of the Supplier’s Group, (ii) damage to Supplier’s Group’s property (real or personal), (iii) personal injury including death or disease or loss of or damage to the property of any Third Party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of Supplier’s Group; and the Buyer shall defend, indemnify and hold the Supplier harmless from and against any loss, liability, damage, claim, cost, legal and other expenses resulting from (i) bodily injury to, or sickness or death of any director, employee or servant who is a member of the Buyer’s Group, (ii) damage to Buyer’s Group’s property, (iii) personal injury including death or disease or loss of or damage to the property of any Third Party to the extent that any such injury, loss or damage is caused by the negligence or breach of duty (whether statutory or otherwise) of Buyer’s Group, and (iv) all subsurface damage, surface damage resulting from subsurface activities, damage from burning of hydrocarbons, whether to property or persons, including without limitation loss, costs or expenses arising from pollution, contamination, fire, blow-out, cratering, seepage, loss of control of well, reservoir damage or any other uncontrolled flow of oil, gas, water or other substance.

The indemnities given in this clause shall apply irrespective of cause and notwithstanding the negligence or breach of duty (whether statutory or otherwise) of the indemnified party or any other entity or party and shall apply irrespective of whether any claim is based in tort, under contract or otherwise at law.

For the purposes of this clause, “Buyer’s Group” means Buyer, its co-venturers, its and their respective affiliates and its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Supplier’s Group. “Supplier’s Group” shall mean Supplier, its subcontractors, its and their affiliates, its and their respective directors, officers and employees (including agency personnel), but shall not include any member of the Buyer’s Group, and “Third Party” shall mean any party which is not a member of the Buyer’s Group or the Supplier’s Group.

These T&C and any Contract shall be governed in accordance with the laws of England and Wales unless otherwise agreed in writing. The provisions of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna on April 11, 1980 shall not apply to any order or Contract. Disputes shall be finally settled by an arbitration Court, in accordance with the latest current version of the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. Arbitration proceedings shall be conducted in Paris, France, and in the English language. The decision of the arbitrators shall be final, binding and enforceable upon the parties and judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. In the event that the failure of the Supplier or the Buyer to comply with the decision of the arbitrators requires either party to apply to any court for enforcement of such award, the non-complying party shall be liable to the other for all cost of such litigation including attorneys’ fees.

The Supplier shall be entitled, without prejudice to its other rights and remedies, either to terminate all or part of any or every Contract or to suspend any deliveries if the Buyer becomes insolvent or enters into any composition, arrangement or agreement (including a voluntary arrangement or agreement) with its creditors, or has passed a resolution for voluntary winding up.

The Buyer shall not sub-contract or assign all or any part of its respective rights or obligations under the Contract to any third party. However, the Supplier shall have the right to have all or part of the contract performed by one of its subsidiaries or affiliated companies.

Any failure by the Supplier to enforce any provision of these T&C shall not be deemed to be a waiver of such provision.

If any provision of these T&C or any Contract is found to be void, invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not impair or affect the remaining provisions of these T&C or any Contract or the validity or enforceability of such provision in any other jurisdiction.

December 2022