These general terms of purchase of goods and/or services ("terms
to define the terms and conditions according to which ROBATEL Industries, joint-stock company in the share capital of its 1,800,000 euros, registered under number SIRET 433 911 351 00016RCS Lyon, whose head office is located in France to Genas (69740) at no. 12, street of Geneva (hereinafter "buyer") entrusted to the supplier (here – after the 'provider'), which accepts , the provision of goods and equipment (hereinafter the)
'Goods') and/or services ("Services").
2. TRAINING AND CONTENT OF THE CONTRACT
2.1. The purchase order (hereinafter the "order") that will govern the supply of goods and Services from the supplier to the buyer, consists of the items listed in the following descending order of precedence:-lacommandedel' buyer (here-after the 'Order').
-the special conditions, supplementing or amending the terms indicated in the order (here – after the "Special Conditions").
-the present General Conditions.
-the technical specifications referred to in the order (hereinafter the "Technical Specifications"),
-l' offer of the supplier if it is expressly referred to in the order (hereinafter the "offer").
2.2. Beginning of the contract and including the simple fact to design, manufacturing, delivery, billing or the provision of goods and/or Services, will take full legal acceptance of the terms and conditions of all of the documents referred to in Article 2.1.
2.3. All other documents referred to in Article 2(1) are not applicable between the parties to the contract, unless otherwise specified on the order.
3. ENTERED INTO FORCE – DURATION
3.1. Subject to the provisions of Article 2(2), the contract didn't take effect when the buyer has received the acknowledgement of the order signed by the provider. The supplier is obliged to return the acknowledgement of the order to the buyer, within eight (8) calendar days of its receipt. However and if not returned within this period, the contract will be deemed formed.
3.2. Unless otherwise stated in the contract, the date of entry into force will be the starting point of deadlines by the provider of its obligations under the contract.
3.3. The contract will expire when obligations borne by each of the parties to the contract will have been fully implemented.
4. PERFORMANCE OF THE CONTRACT
4.1. the provider will deliver the goods and/or perform Services in accordance with the Technical Specifications, the applicable rules and schedule defined in the contract. The supplier agrees with this title, an obligation of result. Deadlines may be extended or reduced only by amendment to the contract, in accordance with the provisions of Article 7.2.
4.2. The provider shall seek in good time of the buyer, all approvals and instructions necessary for the proper performance of the contract. On his side, and according to the case, the buyer will put at the disposal of the supplier material and/or will do the work identified in the contract. It will also give access to the site of delivery of goods and/or performance of the Services (hereinafter the or the (s) "Site (s)").
4.3. By acceptance of the order, the supplier recognizes expressly received all documents and information which are necessary to assess the scope of the commitments that he subscribes to the terms of the contract and the conditions of execution of it, in particular concerning the safety standards in force on the Site and potential dangers related to the facilities and/or surrounding equipment , either that he has received them spontaneously from the buyer that he has pushed them himself in performance of the obligation that is incumbent in his capacity as professional to request all documents and information required for the proper performance of its obligations under the contract.
4.4. For the duration of the contract, the supplier will be responsible for compliance by their staff of the rules of procedure of the buyer and the access, hygiene and safety conditions on the Site. The supplier shall immediately inform the buyer of any event which might affect the performance of the contract, such as security.
4.5. The provider will be his case of the provision of all resources necessary to the performance of its obligations under the contract, with the exception of those who will be specifically referred to in the contract as being the responsibility of the buyer. The provider must have all equipment and tooling necessary for performance of the contract and assign members of its staff, qualified and in sufficient numbers, to perform the contract within the contractual time.
4.6. Within seven (7) days of the entry into force of the contract, the supplier will appoint one of the members of its staff as a project manager and will inform the buyer. The so called Project Manager will direct the operations necessary to the delivery of goods and/or performance of the Services and will be the only one authorized to provide guidance to the staff of the supplier providing the performance of the Services on the Site. He will be the designated contact person of the supplier to the buyer.
4.7. Vendor will do his trick of schedules and staffing issues, will require to comply with the labour legislation including the duration of the work, weekly and possibly additional rest and vacation or other leave, and will do his trick of the regulation of the social contributions pertaining to its staff.
5. UPDATED HARDWARE HAS AVAILABLE
5.1. Materials such as components, equipment, tools, models, moulds, templates, accessories, or other, made available to the supplier by the purchaser for the purposes of the agreement will be in the custody of the provider who will underwrite insurance against any damage that may affect them and which will clearly mark them and record them as being the property of the buyer.
5.2. The supplier is forbidden to use these materials outside the object of the contract, will keep them in good working order subject to their normal wear and tear and will assume the risks are associated throughout the period of their provision.
5.3. Any damage or deterioration which these materials may be the subject as a result of improper use or negligence of the supplier will be repaired at the expense of the latter. Without prejudice to the other rights of the purchaser, the supplier shall return these materials at first request.
5.4. Ownership of tools manufactured or acquired by the supplier especially for the needs of the contract such as models, moulds, templates, accessories and other, will be transferred to the buyer at the time of their manufacture or acquisition by the provider. The supplier shall give these tools to the purchaser at the latest at the end of the execution of the contract.
6. DANGEROUS PRODUCTS
6.1. In case some goods or products which should be respectively provided or used as part of the agreement, contain dangerous substances or require special precautions of security in terms of handling, transport, storage or use, the supplier shall, before delivering them or use them, provide to the buyer in writing the information required on the nature of these substances and on the precautions to be taken. The provider will ensure that before shipping, the instructions and appropriate warnings are highlighted and clearly indicated on the goods or goods in question as well as on the packaging in which they are placed.
6.2. In particular, and unless this provision is limited, the provider will provide to the buyer in writing all information, instructions and warnings required to meet the legislative or regulatory provisions applicable in health and security.
7.1. The provider will accept any changes that the buyer can legitimately ask in what concerns the subject of the order, the Technical Specifications or timeframes. The price may be adjusted to take account of the change on the basis of rates and prices in the contract or, if these do not apply, based on what is fair and reasonable.
7.2. Any modification of the contract cannot engage the parties unless such change is formalized by a rider to the contract.
8. CONTROLS – TESTS
8.1. The buyer, possibly accompanied by any person authorized by the latter, may at any time perform all monitoring visits that it deems necessary in the premises of realization of goods and/or Services, during normal working hours, in order to ensure the proper performance by the provider, its contractual obligations.
8.2. The provider will be remedied promptly to the eventually defects on goods and/or Services above checks as to any fault which he would be notified by the buyer for their realization.
8.3. The supplier will inform the customer in writing, with a minimum notice of seven (7) calendar days of the date on which tests will be carried out. The purchaser and any person authorized by the latter will have the right to attend trials. The provider will provide the buyer with the corresponding test reports.
8.4. If the test results do not conform to the Technical Specifications and/or requirements of realization (Quality Assurance Plan, rules of art, etc.), the supplier will immediately adopt the necessary corrective measures and will, at its cost, to the repetition of tests planned and, in conditions compatible with deadlines stipulated in the contract.
8.5. Controls and tests will not clear the provider of its responsibility and will not be worth acceptance of the goods and/or Services in question by the buyer, the latter retaining all his rights and contractual remedies, including those set out in articles 12, 13 and 14 below.
9. TRANSPORT – PACKAGING
9.1. If no specific stipulation in the contract, the supplier shall, in any case, use packaging in line with the nature of the goods and the integrity of the latter to the delivery point. 9.2(a) default of special stipulation in the contract, (i) delivery to the (x) place (s) planned (s) in the contract agree "rendering rights acquitted" ("DDP" according to INCOTERM version 2010), all expenses to the supplier; " (ii) for purchased equipment "ex works" ("EXW" according to INCOTERMS 2010 version), the supplier will be responsible for packaging and transport on behalf of the buyer, at the best conditions. The costs will be paid by the supplier and will be charged to the buyer at cost price.
9.3.toute delivery of goods must be accompanied by the delivery note of the supplier, dated, with the references of the contract and indicating particular detail of the goods supplied, mark parcels containing, their gross and net, weight the mode of transport, shipping date, as well as the number of wagon or vehicle registration as appropriate. The provider address simultaneously by separate letter, a copy of this document to the originating service of the order to the buyer.
9.4. Schedules of delivery of our various institutions are indicated on the purchase orders.
9.5. Pallets must be sized for the parts, avoid excesses in order to not damage parts during handling. The pallets must be clean and covered with a cardboard to avoid contacts stainless/carbon steel (nails, Staples,…). Pallets must be identified at a minimum with the order number ROBATEL Industries.
10. DELIVERY AND EXECUTION
10.1. (The or) The dates or times of performance of Services or delivery of the goods in the contract are of STRICT DEADLINES; they constitute a material condition of the contract.
10.2. If the delivery of goods and/or performance of the Services may be delayed, the supplier shall inform the buyer without delay and will specify it in writing the measures it has taken or proposes to take in order to minimize the consequences of this delay.
11. LATE FEES
11.1. If the provider does not dates or delivery of goods and/or performance of the planned Services to the contract, except for reasons attributable to the buyer, the latter may apply penalties of delay, by virtue of the occurrence of the term, without need for prior notice.
11.2. Unless it has been stipulated otherwise in the contract, the penalties for delay of the provider will be calculated at the rate of two percent (2%) of the total price the contract per week of delay duty-free, without which their accumulation can exceed ten percent (10%) of the total pre-tax of the contract price. All started week will result in application of the penalties for the week in question.
11.3. By express agreement, the penalties shall apply without prejudice to any other rights and remedies of the buyer under the contract, arising from the delay. They are the subject of a Bill.
As long as they are applicable, the penalties can be exercised at any time, at the option of the buyer.
12. COMPLIANCE REQUIREMENTS
12.1. The goods and/or Services must conform to the Technical Specifications and be specific to the use for which they are intended. They must also meet the usual criteria of quality as well as to the standards and the legislation in force. The goods will be delivered in full completion status with full documentation as well as all instructions, recommendations and other information necessary to be used properly and in appropriate conditions of security. The goods or Services that do not meet the previous requirements will be considered as non-compliant.
12.2. If the provider is not certain that the results of the Services or goods it must deliver will comply with the requirements defined in Article 12.1, it must inform without delay in writing the buyer by giving all the information needed on the risks of non-compliance and measures that the provider intends to take to remedy. The buyer shall notify in writing as soon as possible its acceptance or refusal of the supplier proposals.
12.3. If the buyer finds his side that the provider does not perform Services and/or goods in accordance with the contract, can order the provider to indicate, in writing, the measures it plans to take to address them. The buyer shall notify in writing as soon as possible its acceptance or refusal of the supplier proposals.
13. NON-CONFORMITY – REFUSAL OF DELIVERY
13.1. If their arrival home buyer or in any other place agreed between the parties, goods and/or Services result present of nonconformities, the buyer may reject them in all or part. Delivery will be considered as not done.
13.2. In this case, the buyer reserves the right (i) to require the provider the replacement or repair of the goods and/or the result of denied Services, within the time required by the buyer, or (ii) to make himself or to enforce any such replacement or repair by a third party of its choice, in accordance with the provisions of Article 13(3), or (iii) to keep the goods and/or the result of Services with rebate , or (iv) to decide the termination of the contract in whole or part in application of Article 25. In all cases, all costs and risks will be borne by the supplier.
13.3. In the cases defined in Article 13.2 (ii), the buyer may choose to address itself to the non-conformities or to entrust to a third party of his choice of remedy, at the expense and risk of the supplier, after notice to remedy non-compliance addressed to the vendor by registered letter with notice of fifteen (15) days working and remained without effect. The provider will then facilitate the interventions of the buyer or the third-party company in the best conditions and in particular, will give them the tools, plans, studies and all other material already made necessary for the realization of the goods and/or Services.
14. GOODS OR SERVICES SUBMITTED AT RECEPTION
14.1. If the contract provides that the goods and/or the result of Services will be trials after their completion or delivery to the buyer for a reception, it will be considered definitive only when these tests have demonstrated the compliance of the goods and/or the result of Services with the requirements defined in Article 12.1.
14.2. The contract provides a contradictory reception procedure, the parties will sign at the end of the one -, minutes of receipt if they see the compliance of the goods and/or the result of Services to the requirements of Article 12.1. The contradictory reception minutes will be established in two (2) copies.
14.3. The signing of the minutes of receipt without reservations by the parties will allow the provider to charge to the buyer the payment term due to the title of the reception.
14.4. Depending on the circumstances left to the only appreciation of the buyer and if nonconformities are minor in nature, especially when they do not affect the safety and/or exploitation of the goods and/or their environment, the buyer will be able to rule the receipt of the goods and/or the result of Services, with reserves for all or part of the goods and/or the results of the Services in question. The supplier undertakes to remedy the nonconformities identified in the minutes, which will be stipulated. In such a case, all or part of the payment due to the front desk may be used by the buyer up to contradictory finding of the compliance of the goods and/or Services in question.
15. TRANSFER OF OWNERSHIP – TRANSFER OF RISK
15.1. Notwithstanding anything to the contrary, ownership of the goods and/or the result of Services will be transferred to the buyer as soon as their individualization at the supplier and at the latest at their physical delivery to the buyer or in any other place agreed between the parties.
15.2. However, the risks pertaining to the goods and/or Services will be transferred to the buyer (i) on the date of their receipt if made to the buyer in accordance with the provisions of Article 14 or (ii) the date of delivery to the buyer in the case.
16. PRICES – PAYMENT
16.1. The prices indicated in the order are final for the duration of the contract. They are stipulated on value added taxes.
16.2. Unless it has been stipulated otherwise in the contract, payment of the sums due to the supplier will be in Euro, currency of account and payment.
16.3. Unless it has been stipulated otherwise in the contract, the price is "Rendering rights acquitted" ("RFP" according to INCOTERM version 2010) instead provided for in the order.
16.4. Invoices must remind the complete references of the contract and will be issued by the supplier in accordance with the deadlines provided for in the contract, subject to the complete execution by the supplier of its corresponding obligations.
16.5. Unless it has been stipulated otherwise in the contract, invoices issued by the provider will be paid by the purchaser in the period of forty-five (45) days end of month from the date of issue.
16.6. As long as the provider has not fully performed its obligations, the buyer is authorized to retain, in all or part, the payment of the price for.
16.7. At any time, the buyer can deduct amounts owed to the supplier in return for the performance of its obligations, any amount that would be charged to the supplier under the contract, particularly in application of the provisions of article 5.3; 11; 13.3 and 21.1.
16.8. Any invoice received after the 5th of the month following the delivery will result in a postponement of deadline of one month. 17. CONFIDENTIALITY
17.1. The supplier undertakes to respect the confidentiality of all documents, models, plans, drawings, specifications, information, data, and other pieces of information which will be sent to him by the purchaser, or which he may have knowledge in the performance of the contract (hereinafter the "confidential information") and shall not disclose them to third parties, to reproduce them or use them for other purposes than the only performance of the contract without the buyer's written consent.
17.2. However, the term "Confidential information" shall not apply to information for which the supplier can prove that such information:
(a) have already fallen into the public domain, or
(b) became available to the public other than by a breach of the provider contract, or
(c) have been lawfully received from a third party free to disclose it to the supplier, or
(d) are in the possession of the supplier at the time of its disclosure by buyer.
17.3. The provider will not provide and shall not disclose the confidential information only to members of its staff directly affected by the performance of the contract and bound by the confidentiality provisions of the same scope as those contained in this Article.
17.4. The provider won't copy or repeated, totally or partially, any Confidential Information provided by buyer without the prior written approval of the latter, except for copies or extracts reasonably necessary for the performance of the contract.
17.5. The supplier can in no way make State of the existence of the contract for advertising, promotional or other purposes, without the prior written of the buyer.
17.6. The provisions of this Article will remain in effect for the duration of the contract and for five (5) years beyond the term of the contract, regardless of the reasons why it would end.
18. INTELLECTUAL PROPERTY
18.1. All intellectual property rights pertaining to the results developed or obtained in respect of the performance of the contract (hereinafter the 'outcome'), regardless of the nature of the results, such as information and/or technical solutions, results, analyses, simulations, modeling, models, specifications, bases data, software (including source code documented), designs, models, plans, sketches, tooling and material as well as any associated documentation will be the exclusive property of the buyer as soon as they are obtained by the provider.
18.2. Specifically, regarding the copyright associated with the results, the provider gives to exclusive title to the buyer, for their legal duration, and in all countries, all rights of representation and reproduction, for all purposes and for any direct or indirect use. These rights include: in the broadest sense: (a) the right of reproduction is temporary or permanent, by all means, on all media (print, Internet, media, and digital media, etc.) and all sites, (b) Law identification and marking by any means, (c) the right of representation by all processes, (d) the right of correction, adaptation, evolution, development, modification, addition or creation of works derivative (e) the right of publication and commercial use, for consideration or free.
The rights so transferred are for applications and are transferable by buyer to any third party of his choice. 18.3. The buyer will be able to decide whether to protect the results, in whole or in part, in his name or that of the company ROBATEL Industries, without any consideration or compensation, regardless of nature, being due to the supplier in addition to the price stipulated in the contract in respect of the goods and/or Services in question.
18.4. The supplier undertakes expressly, on his behalf and that of its stakeholders such that, without this list being exhaustive, servants, agents, suppliers or subcontractors, to perform all the necessary formalities, if any, to give effect to the provisions of this section 18.
18.5. The provider will ensure the buyer against all claims, legal proceedings or administrative procedures that could be directed against the buyer by a third party alleging the existence of an infringement of a patent, a drawing or model, a brand, a right, copyright or any other intellectual property rights existing, relatively to the goods and/or Services. As such, the supplier will indemnify the buyer of all consequences (including damages, costs and expenses of any kind, including costs and attorney fees) which would be so imposed. 18.6.danslecasouuneprocedureseraitintenteeouunereclamationdirigeecontrel'Acheteurdanslecontexte mentioned above, the buyer will notify the supplier who will, at its own expense, the conduct of this procedure or the response to this claim. At the request of the supplier at his expense, the buyer will provide reasonable assistance.
18.7. If the use of the intellectual property right is considered as constituting an infringement, the supplier shall, if the buyer him made the request, change or replace at its expense the element in breach, this amendment or replacement should not affect the destination, the value, operation or performance of the goods and/or Services.
19. HYGIENE AND SECURITY
19.1. The supplier shall conform to the legislation and the regulations laying down the special requirements of hygiene and security applicable to the work performed under the contract and especially if it is necessary to work in an establishment by an outside company.
19.2. The supplier shall conform to the rules of procedure of the (a) buyer on the what (s) (s) site (s) is likely to intervene in the execution of the contract.
20. UNDECLARED WORK
In respect of the performance of the Services, in accordance with legislation and regulations in force relating to the strengthening of the fight against illegal work, the supplier will provide the buyer, upon the entry into force of the contract and in any case before the performance of the Services, the corresponding certificates and any additional documents that may be requested in the order.
21.1. General provisions
Without prejudice to the applicable legal provisions, the Supplier warrants the goods and/or the result of Services against any defect in design, material, manufacturing and Assembly for the duration defined in Articles 21.2 or 21.3 according to the case. The warranty includes all parts and labor costs.
The supplier warranty does not cover defects resulting from normal wear and tear of the goods, a use inconsistent with the associated documentation or negligence demonstrated of the buyer and/or its staff.
In the case where the supplier would be failed in the execution of its duty to guarantee, the buyer may fix itself or entrust to a third party of his choice of remedy, at the expense and risk of the supplier, after putting in default by registered letter remained without effect for seven (7) calendar days.
The provider will then do everything possible to facilitate interventions of the buyer or the third-party company in the best conditions and in particular, will give them the tools, plans, studies and all other necessary documents.
21.2. Warranty applicable to the goods or Services of production
Unless provided otherwise in the contract, the contract period the warranty is twelve (12) months from the commissioning of the system, together or product buyer which incorporates goods and/or Services results and a maximum of thirty-six (36) months from the delivery of the goods and/or Services on the Site of the purchaser.
During the warranty period, the provider will correct or replace, at its expense, any defect which he would be notified by the buyer, within a period not exceeding two (2) working days from the written notification sent by the buyer. Therefor, it will apply the most appropriate solution between repair, replacement of the defective part of the property, or re-design of the property, after agreement of the buyer. Operations of replacement, repair or re-design covers all the goods and/or deliver as part of an order, including spare parts. Provider will also bear the costs related to logistics, the removal and installation of the goods on the equipment of the customer, as the case may be.
Any replacement or repair, even partial of a well assigned by a default will result in the application of a new warranty period on the property concerned for a period of twelve (12) months from the date of repair or replacement.
Furthermore, the supplier undertakes to ensure, on the buyer's order (s), the availability of goods, as applicable, of their subsets, their components or their parts, in accordance with the Technical Specifications and that, for a period of thirty (30) years of the date of the command. Otherwise for the supplier to fill such a commitment, he undertakes to send to the buyer, gracefully, all drawings, specifications, specific tools, documents and other information files, regardless of the medium, to allow the buyer to find an alternative source of manufacturing, sale, repair and/or maintenance related to the property, their subsets, their components or their parts.
21.3. Warranty applicable to goods or Services out of production
Unless otherwise provided in the order, the contractual warranty period is of 12 (12) months (i) from the date of receipt where the goods and/or Services are subject to the provisions of Article 14 or (ii) from the date of delivery to the buyer's Site otherwise. During the warranty period, the provider will fix or replace, at its expense, any fault which he would be notified by the buyer, within a period exceeding not five (5) working days from the written notification sent by the buyer unless other time limit which would be determined mutually by the parties. Replacement and repair operations cover all goods delivered and/or to deliver as part of a command, including spare parts.
Except contrary stipulations in the Special Conditions, any replacement or repair, even partial of a well assigned by a default will result in the application of a new warranty period on the property concerned for a period of twelve (12) months from the date of repair or replacement.
21.4. Recurring defects
"Recurring defect" means a defect affecting at least five percent (5%) of the property or one defect affecting at least three percent (3%) of the cards, components or electronic assemblies supplied by the supplier to the buyer under the contract, measured over a continuous period of twelve (12) consecutive months, from the delivery of the first good up to three (3) years after the date of delivery of the last property to the buyer. During the period of warranty defined here – above, the supplier will present an analysis and an action plan to correct any defect Recurrent that he would be notified by the buyer, within a period not exceeding one (1) week from the date of notification by the buyer. This action plan will be implemented within a reasonable period defined mutually between the Parties in view of the nature of the defect Recurrent.
If a Recurrent defect affects the same room or the same property as part of one or more orders, the supplier shall repair or replace any parts or identical property, objects of the () command (s). The provider will also bear the costs related to logistics, removal and Assembly of the parts or goods.
Repairs of all defect Recurrent on a same room or the same well, relative to the room or the good warranty period will be extended for a period of twelve (12) months of receipt by the buyer of the property or the part repaired.
21.5. Guarantee of reliability
The objectives of reliability (MTBF) are defined in the Technical Specifications annexed to the contract. Notwithstanding the application of penalties relating to reliability, defined in the Special Conditions, the goods will remain covered by the warranty defined in Article 21 of the agreement as long as the reliability targets will not be met.
The supplier shall indemnify the purchaser, whether during or after the performance of the contract, any damages, material or immaterial, suffered as a result of a non-partial or total performance or improper performance of the contract for a cause that would be due, of any loss or damage, material or immaterial, resulting of acts or omissions of the provider, as well as in case of death and personal injury caused by the provider. The responsibility of the provider includes that of its subcontractors, employees, and agents. Above compensation extends, if necessary, at the expense and consecutive sentences in the case of trial.
Personnel of the provider will be at any time recognized as employee of one – and will remain under its administrative and hierarchical control.
23.1. The supplier will hold insurance policies covering civil and professional liability in respect of its obligations defined in the contract. These policies will be written for amounts appropriate having regard to the object of the contract.
At first request of the buyer, the supplier will provide certificates of insurance for coverage of the associated risks. These certificates will indicate the amount and scope of the guarantees and their period of validity and will mention that the regulation of premiums thereon has been made.
23.2. The supplier undertakes to maintain in force these insurance policies so that will weigh on him of the obligations in respect of the contract. Any changes affecting the scope of guarantees and/or covered capital running must be notified without delay to the buyer and will be the subject of a new certificate, which shall be communicated to the latter.
24. FORCE MAJEURE
24.1. If performance of a contractual obligation is prevented, restricted or delayed by force majeure, the indebted part of the obligation will be, subject to the provisions of Article 24.2, and the time available to it to run exempt from liability consecutive to the prevention, restriction or the concerned delay will be extended accordingly.
24.2. Part victim of an event of force majeure shall inform the other party in writing within the five (5) days after the occurrence of the event constituting force majeure, and will take all reasonable steps to minimise the consequences of such a situation, particularly to avoid or limit any delay in the delivery of goods and/or performance of the Services.
25.1. The buyer reserves the right to suspend performance of the contract by notification by registered letter with acknowledgment of receipt addressed to the supplier at any time. In this case, the supplier may claim limited to duly justified additional expenses compensation directly caused by the suspension, to the exclusion of any indirect or immaterial damage including loss of profit.
25.2. One any of the parties may terminate of right the contract, without prejudice to the exercise of its other rights and remedies, in case:
(a) it would be an event of force majeure such as to delay the execution of the contract by more than thirty (30) calendar days, without other formality than sending the other party to a registered letter with return receipt request or
(b) the other party fail to one or other of its obligations under the contract and would not always remedy to the failure within fifteen (15) calendar days following receipt of a notice addressed by registered letter with return receipt request by the non-defaulting party. Buyer may at this title, pronouncing the termination therefore that it will be, during execution of the contract, its purpose would be eventually refused, in whole or in part, if it was completed.
25.3. The buyer can decide the termination of the contract for convenience with notice of one (1) month by simply sending a registered letter with advice of delivery to the supplier application.
25.4. The buyer can decide the termination of the contract if there is a match between the buyer and the end-user of the goods and/or Services and contract that this contract is resolved.
25.5. The provider will introduce in its orders or contracts of subcontracting in relation to the contract, provisions similar to those contained above in order to minimize the potential financial impact of their application.
26. TAXES AND DUTIES
26.1. The provider will do his trick of all taxes, fees and charges of any kind which will be liable as a result of the delivery of the goods and/or the performance of the Services.
26.2. The buyer will have the right to deduct payments due to the supplier under the terms of the contract, all taxes and taxes, widespread social contribution and similar charges if the supplier fails to provide the buyer with certificates for the exemption of such deductions.
27. ASSIGNMENT AND SUBCONTRACTING
27.1. The contract is concluded intuitu personae, it can be transferred in whole or partially by the supplier without the prior agreement of the buyer.
27.2. The provider may subcontract the realization of the goods and/or Services with written approval prior to the buyer. However, the aforementioned restriction will not apply in the case of outsourcing of materials or of minor elements or parts of the goods for which the subcontractor is named in the contract. Same nanti of such an agreement, the vendor remains solely responsible for all of the goods supplied and/or Services made by himself and all of its subcontractors.
APPLICABLE 28.LOI – LITIGATION
28.1. The contract is subject to french law.
28.2. The parties shall endeavour to settle amicably all disputes which would develop between them concerning the validity, interpretation or execution of the contract. Failing to achieve an amicable solution, the parties shall grant of jurisdiction exclusive to the commercial court of Lyon and this, including in the case of interim measures.