General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE AND SUPPLY OF SERVICES OF THE COMPANY CELEC

Article 1 – PURPOSE AND SCOPE OF APPLICATION

1.1 The purpose of this document is to determine the general terms and conditions governing the sale of products, services and studies by Celec to its purchasers. Celec is a SAS with a share capital of €1,501,550, registered with the Dieppe Trade and Companies Register under No. 378.888.085, with its registered office at 3 Bd de l’Europe, ZAC du Val de Béthune, 76270 Neufchatel en Bray – France. The term “Celec” should be understood to include Celec France and Ningbo Celec.

1.2 Unless otherwise agreed in writing, the acceptance of any offer from Celec automatically implies the buyer’s acceptance of these general terms and conditions of sale, which are binding and determining of Celec’s commitment.

1.3 They form the basic conditions for negotiation pursuant toto article L 441-1 of the French Commercial Code.

1.4 Celec’s sales, services and studies shall be governed solely by these terms and conditions, which shall take precedence in the event of contradiction over any terms and conditions appearing in the purchaser’s commercial documents, and in the purchaser’s general terms and conditions of purchase.

1.5 Any special conditions or agreements signed and accepted by Celec shall take precedence over these general terms and conditions of sale in the event of contradiction.

1.6 Seller and buyer agree to perform the present general conditions of sale in good faith pursuant to article 1104 of the French Civil Code, a public order provision.

Article 2 – CONCLUSION OF SALES, SERVICES AND DESIGN CONTRACTS

The buyer’s request is the subject of an offer (or quotation), the conditions of which are determined according to the products, services or studies ordered, the quantities ordered and the agreed delivery rates.

2.2 Pre-contractual information: In accordance with article 1112-1 of the French Civil Code, the parties undertake to provide each other with all information whose importance is decisive for the other party’s consent.

However, this duty to inform does not cover the estimation of the value of the service.
Information of decisive importance is that which has a direct and necessary link with the content of the contract or the capacity of the parties.

2.3 All requests for quotations must be accompanied by technical specifications prepared by the purchaser or in conjunction with Celec.
The Products offered comply with current French legislation.
The parties will work together to establish the buyer’s needs, as well as the technical and, if necessary, legal conditions required to complete the order, in particular for customers outside France, who will define local specificities.
The customs code will be specified if necessary for delivery. The technical, environmental and legal conditions applicable to the country of delivery will also be specified.
Celec will draw up a quotation which will be sent to the purchaser together with these General Terms and Conditions.
The quotation and the General Terms and Conditions shall be returned signed and accepted by the purchaser.
In the event that the offer (or quotation) does not expressly specify a validity period, this will be deemed to be equal to thirty (30) days.
An acknowledgement of receipt of the order will be sent by Celec to the purchaser, thus finalizing the order process.
They undertake to justify the capacity of their representative signing the contract.
The contract may be signed electronically in accordance with articles 1127 and 1367 of the French Civil Code.
No modification to the contract may be made without the written agreement of both Parties.
The order constitutes a novation of all exchanges that may have taken place prior to its signature.
The data recorded in Celec’s IT system constitutes evidence of all transactions concluded with the purchaser.

2.4. Once the offer has been accepted, the customer’s order is firm and final. In particular, in the case of an open order, i.e. an order for a specific overall quantity of products whose delivery is staggered over a specific period, with delivery calls having to relate to minimum quantities of products, acceptance of Celec’s offer (or quotation) implies the purchaser’s commitment to proceed with delivery calls under the conditions mentioned in the offer; and in particular, where applicable, to respect the timing and minimum quantities of delivery calls mentioned in the offer. . If delivery is not accepted within a week, penalties of 1% of the order value will be applied per week of delay with a maximum of 5%.

As part of an established activity formalized by multi-year recurring orders and to ensure product availability in accordance with the delivery times agreed between the parties, CELEC will make its best efforts to build up a minimum stock in advance of an average of 10% of the annual quantity of products that can materialize in finished, semi-finished products and components.

2.5. Orders may not be cancelled, and failure to comply with their terms and conditions will be considered as a cancellation at fault, with all the consequences attached thereto.

2.6. Any change or new request not expressly provided for in the initial offer must be agreed between Celec and the purchaser in the form of a separate offer accepted by the purchaser.

2.7. The order may only be modified by means of an amendment duly formalized as a modification to the order.

2.8. Any acceptance by Celec of a deviation from the offer accepted by the purchaser, and in particular of delivery calls for quantities lower than the minimum quantities stipulated, remains exceptional.

Consequently, such acceptance shall not be considered as an amendment or modification of the offer initially accepted by the purchaser, which remains solely applicable between the parties.

2.9. Any waiver, regardless of duration, of the existence or total or partial violation of any of the clauses of the general terms and conditions shall not constitute a modification or deletion of the said clause or a waiver of the right to invoke previous, concomitant or subsequent violations of the same or other clauses.

2.10. Legal and administrative authorizations

The purchaser shall take all steps and bear all costs arising from the administrative formalities required for the performance of the Contract, such as, but not limited to: prior authorizations for telecommunication networks; telephone services; use of certain services and encryption tools; prior declarations such as the declaration to the CNIL (French authority for data protection); legal authorizations required for the implementation of the Services.

The Customer shall ensure that these administrative steps are carried out in accordance with the timetable.

2.11. Penalty clause

In the event of non-compliance by the purchaser with the order, and in particular, in the case of an open order, with the minimum quantities of products ordered, the buyer will be liable for compensation equal to the price excluding tax for the value of the orders not placed, in addition to an indemnity of 10% as damages, exclusive of tax, subject to any damages to the benefit of Celec.

Article 3 – PRICE

3.1. Price

3.1.1. The applicable price is that specified in the offer (or quotation) accepted by the purchaser, with any additional duties and taxes payable by the purchaser.

3.1.2. Prices are exclusive of taxes, import duties, customs, transport and insurance charges and any other tax or duty, as well as any exceptional and/or temporary levy that may be imposed by the authorities of the country concerned on the occasion of importation, or of transit countries. Such costs, taxes or levies shall be borne by the purchaser.

3.1.3. Unless otherwise stipulated in the offer (or quotation), the prices mentioned in the offer do not include shipping and packing, which will be borne by the purchaser.

3.2 Unforeseeability

If a change in circumstances unforeseeable at the time of conclusion of the sales contract makes its performance excessively onerous for Celec, it may request renegotiation of the contract from the purchaser, on condition that it justifies its request.

If circumstances make its continuation impossible, the contract will be suspended for a period of one month, during which time the parties may seek a balanced adaptation of the contract in good faith.

Failing agreement, the contract will be terminated without recourse to the courts.

All this to the exclusion of all other provisions of article 1195 of the French Civil Code, which are excluded by the present conditions.

3.3. No set-off

Except with the express, prior and written agreement of Celec, and provided that the reciprocal claims and debts are certain, liquid and due, no compensation may be validly effected between any penalties for late delivery or non-conformity of the products ordered by the purchaser on the one hand, and the sums owed by the latter to Celec for the purchase of said products on the other hand.

3.4. Terms of payment

3.4.1. Celec’s offer (or quotation) determines the invoicing schedule. Failing this, the price will be invoiced when the order is placed or, in the case of an open order, at each delivery call.

3.4.2. Invoices specify the terms of payment. Otherwise, invoices are payable on receipt at Celec’s head office.

3.4.3. Subscriptions to services such as supervision are invoiced on a bi-annual basis, payable in advance.

Payment for maintenance services is due annually at the beginning of the contract period.

Unless otherwise agreed, the subscription period is two (2) years, tacitly renewable. Termination of a service is notified by registered letter with acknowledgement of receipt, giving three (3) months’ notice. Any period of Service started is due. In particular, no reimbursement will be made for advance payments for Services already started.

3.5. Late payment

3.5.1. In the event of late payment, Celec may suspend the fulfilment of the order in question, without being held responsible in any way whatsoever for the delay thus caused in the fulfilment of the contract.

3.5.2 In addition, in the event of late payment, Celec reserves the right not to perform the services incumbent upon it by virtue of all other contracts concluded with the purchaser until the overdue payment has been made, or to terminate the contract under the conditions mentioned in Article 13.

3.5.3. The interest rate for late payment penalties is set at 10% + the ECB refinancing rate (3% in 2025), in accordance with Article L441.10 of the French Commercial Code, from the day following the date of payment stipulated in the invoice, without prior formal notice, in addition to a collection indemnity of € 40.00.

3.5.4. Celec may also terminate the Contract eight (8) days after formal notice (by registered letter with acknowledgement of receipt) has remained without effect. In this case, the purchaser shall pay Celec, in addition to the amount of the unpaid Services and the costs incurred up to the date of termination, plus the aforementioned late payment interest, a fixed indemnity of 5%.

Article 4 – OWNERSHIP OF PRODUCTS AND TOOLS

4.1. Celec is the owner of the studies, plans, projects and other technical documents produced within the scope of the contract, which constitute information subject to the company’s business secrecy.

4.2. If these documents are provided to the purchaser by Celec, they may not, without the company’s written authorization, be used by the purchaser, copied, reproduced, transmitted or communicated to third parties in any way whatsoever.

4.3. Unless otherwise stated in the offer, the order of a specific product does not confer on the purchaser any exclusivity on the product ordered, which may be freely offered and sold by Celec to its customers.

4.4. Unless otherwise specified in the offer, Celec shall remain the owner of the tools and molds required for the manufacture and use of the specific products developed, regardless of the purchaser’s contribution to the cost of purchasing or producing these tools or molds.

ARTICLE 5 – INTELLECTUAL PROPERTY

5.1. Celec holds all intellectual property rights to its products, know-how and design work and studies.

5.2 For the purposes of these general terms and conditions of sale, “intellectual property right” means any invention, any patent or patent application, trademarks at any stage of the registration process, published or unpublished designs, molds, copyrights, software or any other intellectual property right, regardless of the geographical scope of protection.

5.3. The purchase of specific products, studies or services by the purchaser does not confer upon them any intellectual or industrial property rights, and in particular the right to have the products manufactured by a third party.

The purchaser undertakes not to copy or reproduce all or part of Celec’s Products and Services. The sale of Products or Services by Celec does not imply any transfer of intellectual property rights whatsoever. The information, of any nature and in any format, transmitted to the Customer is intended solely to enable the proper functioning of Celec’s Products and Services and in no way constitutes a right to copy, reproduce or transfer in any manner whatsoever.

Article 6 – PRODUCT MODIFICATION – SUBCONTRACTING

6.1. Celec reserves the right to replace all or part of its products with products of guaranteed equivalent or superior performance, even if obtained by different means, without being obliged to inform the purchaser.

6.2. Celec also reserves the right to make technical changes to the products to be delivered, provided that such changes do not result in any change in quality for the purchaser.

6.3 Subcontracting.
Celec is authorized to subcontract operations entrusted by the purchaser.

Article 7 – DELIVERY

7.1. Terms of delivery

7.1.1. Unless otherwise specified in the special conditions of contract providing for a particular Incoterm, delivery is always made to our factories in accordance with article 7.5.3.

7.1.2. Celec informs the purchaser when the material(s) or product(s) are available.

7.1.3. Delivery is made against signature of a collection slip by the purchaser. It consists in handing over the material(s) or product(s) either to the purchaser or to a carrier designated by them.

7.1.4. If the purchaser does not take delivery of the equipment or product within the time limit specified in the notice of availability, Celec may store it on its premises at the purchaser’s expense and risk for a maximum period of seven (7) days.

7.1.5. If, at the end of this period, the purchaser has not collected the goods, Celec reserves the right to either re-dispose of the material(s) or product(s), or to deliver them to the purchaser at the latter’s expense and risk, and in the event of refusal of delivery, to invoice the products at the price agreed in the order plus 5% as compensation.

7.1.6 In the event of shipment by Celec, the shipment is made at the purchaser’s expense, at the lowest rates, unless expressly requested by the purchaser, and in all cases, under the purchaser’s full responsibility.

7.1.7 Inspection conditions: Acceptance of equipment and materials will be carried out by both parties, who will be obliged to check conformity with the order.

Any reservations shall be notified within a maximum of 48 hours after acceptance. Celec undertakes to remove any reservations as soon as possible, as specified in the acceptance report. Celec will remedy defects in delivered products at its own expense. The defective product will be replaced under the same delivery conditions as those of the main order and within the framework of the manufacturer’s warranty.

7.2. Transfer of risk

7.2.1. From delivery of the equipment or product as defined in Article 7.1 until transfer of ownership, the purchaser is fully responsible for its safekeeping and replacement in the event of partial or total loss or destruction. They must insure it at their own expense, for its market value, for the benefit of Celec until transfer of ownership, and undertake to produce the corresponding insurance certificates. If the purchaser fails to meet these obligations, Celec reserves the right to insure the equipment or product at the purchaser’s expense.

7.2.2. The principle of delivery « ex works » and transfer of risk cannot be derogated from by indications such as: free delivery to station, platform, home, reimbursement of total or partial transport costs, etc., which must only be considered as price concessions without transfer of responsibility.

7.3. Transfer of ownership

7.3.1. It is expressly agreed as an essential condition, failing which the sale would not have been concluded, that the transfer of ownership of the equipment or product sold is subject to full payment of the price, ancillary costs and taxes. Celec reserves ownership of the equipment or product sold until full payment of the price by the purchaser, pursuant to article 2367 of the French Civil Code.

7.3.2. Until the transfer of ownership, at the request of Celec, the purchaser is obliged to return the equipment or product and to return it immediately, at his own expense and without further formality, to the premises of Celec. Any sums already paid by the purchaser remain the property of Celec.

7.3.3. For the application of the present clause, the identification of the material or product sold results from all documents issued by Celec, such as invoices, statements, delivery notes or letters. Celec reserves the right to affix or have affixed by the purchaser to this equipment or product plates or any other means of identification of its choice.

7.4. Packaging

7.4.1. Celec prepares packaging suitable for normal transport risks and the goods are packed under so-called normal conditions (temperature, pressure, etc.).

7.4.2. Packaging is not taken back by Celec, except with prior written agreement.

7.4.3. Packaging costs are the responsibility of the purchaser.

7.5. Transport – Insurance

7.5.1. All packaging, transport and insurance operations are at the expense, risk and peril of the purchaser, who is responsible for checking deliveries on arrival and exercising any recourse against the carriers, notwithstanding the provisions relating to retention of title referred to in Article 7.3.

7.5.2 In the case of deliveries outside France, forwarding charges are payable by the purchaser.

7.5.3. Unless otherwise stipulated in the contract, the INCOTERM used for all modes of transport (sea, road, rail, air) is EX WORKS (EXW) Incoterms of the International Chamber of Commerce 2020.

7.6. Delivery deadlines

7.6.1. Delivery periods run from the date on which the parties enter into the contract, or from the date of delivery calls in the case of open orders, unless otherwise specified in the offer. However, the starting point of delivery times is delayed until the date of receipt of the deposit or full payment of the price specified in the offer, if this occurs after acceptance of the offer.

7.6.2 Delivery times are given as an indication only, and a delay in delivery does not justify cancellation of the order.

7.6.3. In any event, Celec’s commitments concerning delivery times are subject to the purchaser’s compliance with its own obligations, in particular with regard to the timely supply of all documents, information or products necessary for the fulfilment of the contract.

7.6.4. In case of an event – whether or not presenting the characteristics of force majeure or an act of God – preventing Celec from performing its obligations under normal conditions, the performance periods stipulated in the contract shall be extended by the duration of said events and their consequences. However, if, as a result of such an event, performance of the contract becomes impossible within a reasonable period of time, either party may withdraw from its obligations by registered letter with acknowledgement of receipt, which shall automatically result in the termination of the contract, without judicial formalities or compensation, in accordance with article 11 relating to Force Majeure.

Article 8 – WARRANTY

8.1. Duration, starting point of warranty

8.1.1. The warranty period will be that stipulated in Celec’s offer. In the absence of any stipulation in the offer concerning the duration of the warranty, the warranty period shall only apply to defects which have manifested themselves during a period of 6 months (hereinafter the Warranty Period).

8.1.2. The Warranty Period runs from the date of delivery as defined in Article 7.1.3.

New Equipment and materials supplied by Celec benefit from the manufacturer’s warranty and the legal warranty against the consequences of hidden defects or faults within a period of two (2) years from the discovery of the defect and within a maximum overall period of five (5) years pursuant to Article 110-4 of the French Commercial Code.

8.1.3. If, during the Warranty Period, the purchaser defaults on the payment of one or more instalments due to Celec, the latter will be relieved of all obligations during the Warranty Period until full payment of the amounts due, without this suspension having the effect of postponing the due date of the warranty beyond the stipulated date.

8.2. Scope of warranty

8.2.1. Celec undertakes to remedy any malfunction resulting from a defect in the design or manufacture of the Products within the limits of the provisions below, it being the responsibility of the purchaser to provide evidence of said defects.

The warranty covers only the cost of repairing the Product, or replacing it with an equivalent new Product, with Celec reserving the right to choose either of these solutions.

The warranty does not cover disassembly, transport or reassembly costs. Under no circumstances does the warranty cover indirect and/or consequential damages that may result from the malfunctioning of the Products, or from incidental costs related to the disassembly of the Products, such as loss of earnings, loss of profit or loss of production. The present warranty does not apply if the purchaser has attempted to repair the Product or has had it repaired by a third party. Consumables, in particular batteries, are excluded from the warranty.

8.2.2. Tools and other accessories not manufactured by Celec which may be fitted to its equipment are not covered under any circumstances by the warranty, but only by any warranty offered by the supplier or manufacturer.

8.2.3. The warranty does not apply in the event of defects arising from materials supplied by the purchaser, or from a design imposed by the purchaser, or from a modification made by the purchaser, or when the purchaser has replaced all or part of the products supplied by Celec with parts originated elsewhere.

8.2.4. Celec cannot be held responsible for defects originating from data supplied by the purchaser.

8.2.5. All warranties are also excluded for incidents due to fortuitous events or force majeure, as well as for replacements or repairs resulting from normal wear and tear, deterioration or accidents caused by negligence, lack of supervision or maintenance, or faulty use of the equipment. This obligation does not apply in the event of failure by the purchaser to comply with the instructions contained in the installation and operating manuals supplied by Celec.

8.2.6. Celec’s liability is strictly limited to the obligation to rectify or replace, free of charge, any parts found to be defective, without Celec being entitled to claim any compensation for any reason whatsoever.

8.3. SUPERVISION

8.3.1. System description

Celec supplies connected equipment which it manufactures, or purchases from a supplier, and resells to the purchaser.

The use of this connected equipment is carried out by means of supervision software supplied by Celec, which is available via the following link:

https://celec.fr/cgu_supervision
https://celec.fr/cgu_apps

The purchaser undertakes to comply with Celec’s General Terms and Conditions of Use (GTCU) above.
Once the equipment has been delivered, and after Celec has provided the purchaser with training, the purchaser assumes responsibility for the equipment and for managing the data supplied to them by the equipment connected via the supervision software.

The system operates via a radio/Internet connection, which the purchaser is responsible for setting up and maintaining.

8.3.2. Access to the CELEC supervision site

Access to the Celec supervision site is conditional upon payment by the purchaser of all sums due and overdue. When a Product or Service is commissioned, Celec will use its best efforts to assist the purchaser in programming the Products. Beyond the adjustment period of two (2) months after commissioning, assistance will be invoiced on the basis of the technical assistance prices in force at that time and appearing in Celec’s price list.

Access to the supervision service may be temporarily suspended due to maintenance operations necessary for the proper functioning of the service or its servers. Celec will make its best efforts to limit the time the service is interrupted in such cases.

In the event of termination or non-renewal of the supervision service, the Service data will be kept for six (6) months after the service interruption and will no longer be available after this period.

Access to the supervision service is controlled by a login and password. It is the responsibility of the purchaser to define which members of their staff are authorized to use this service. The purchaser assumes all consequences resulting from failure on their part, or that of their employees, to respect the confidentiality of data linked to this service.

8.3.3. Supervision Warranty

The benefit of the present warranty is conditional upon registration of the Products on Celec’s supervision site or return of the warranty form duly completed by the purchaser.

Celec will provide technical assistance under the conditions set forth in the general conditions of use set forth in article 8.3.1 above.

Celec will do its best efforts to respond to the user’s requests as quickly as possible. Any special request will be mentioned in the order.

With regard to radio links, Celec cannot be held responsible for the absence of a network or the poor quality of transmission offered by third-party suppliers. It is the customer’s responsibility to ensure that the required connection network is available at the point of installation.
Celec may propose remedial solutions but cannot be held responsible for such malfunctions.

8.3.4. Protection of buyer’s systems

The purchaser undertakes to comply with the basic rules for the protection of digital systems published by the ANSSI (National French Agency for Information Systems Security), as well as those of the NIS2 Directive, EU Directive 2022/2555 of December 14, 2022 (articles 20 and 21) intended to comply with the cybersecurity rules applicable from October 1, 2024, if it is concerned by the provisions of the Directive.

The measures to be complied with include the following:

• Inventory of IT and business assets,
• Regular backups,
• System updates,
• Antivirus protection,
• Strong password policy,
• Firewall activation and filtering rules,
• Secure messaging,
• Separation of IT uses,
• Digital risk management in nomadic situations,
• Employee information and awareness,
• Assessment of insurance policy coverage for cyber risks,
• Reaction preparedness in the event of a cyber-attack,
• Consideration of the use of a cloud solution.

8.4. Obligations of the purchaser for the implementation of the warranty

8.4.1. To be able to invoke the benefit of these provisions, the purchaser must notify Celec, without delay and in writing, of any defects attributed to the equipment and provide full proof of their existence. The purchaser must allow Celec to identify and remedy such defects; the purchaser must also refrain from carrying out repairs himself or having them carried out by a third party, except with the express agreement of the seller.

8.4.2. Celec reserves the right to require the purchaser to provide all information necessary to justify and explain the use made of the defective product or equipment. Refusal by the purchaser to provide such information, or the provision of insufficient information, shall automatically result in the loss of all warranty rights.

8.4.3. The benefit of the warranty is granted personally to the purchaser and may not be transferred by him without the prior written consent of our company.

8.5. Terms and conditions of warranty

8.5.1. Work resulting from the warranty obligation is normally carried out in Celec’s workshops after the purchaser has returned the defective material or parts to Celec for repair or replacement.

8.5.2. The cost of transporting the defective equipment or parts, as well as the cost of returning the repaired or replaced equipment or parts, shall be borne by the purchaser.

8.5.3. Parts replaced free of charge are returned to Celec and become its property.

ARTICLE 9 – LIABILITY – INSURANCE

Limitation of liability:

In any event, Celec’s liability is strictly limited to the amount of the order concerned, excluding VAT, whatever the cause, object or basis of the claim.

Under no circumstances does the warranty cover indirect and/or consequential damages that may result from the malfunctioning of the Products, or incidental costs associated with dismantling the Products, such as loss of earnings, loss of profit or loss of production.

Celec shall not be held liable in the event of non-compliance with the legislation of the country where the Product is delivered.

Each of the Parties declares that it is insured with a solvent insurance company for all the consequences of acts for which it could be held responsible by virtue of the performance of the Services.

Each Party undertakes to pay all premiums so that the other Party can assert its rights.

Each Party undertakes to provide the other with the corresponding insurance certificate.

ARTICLE 10 – CONFIDENTIALITY – BUSINESS SECRECY

10.1. The purchaser undertakes to keep confidential all information that the establishment and performance of the contract has enabled him to obtain about Celec and its business.

10.2. The purchaser must not in any way make known to third parties, either directly or indirectly, any information he may have obtained from the performance of the contract and the know-how relating thereto. Any deviation from this stipulation requires the prior written consent of Celec.

10.3. Prior to any communication of confidential information, each of the Parties shall explicitly mention its confidential nature on the medium containing said information. In the case of information communicated verbally, each of the Parties undertakes to express the confidential nature of said information and to confirm it in writing within 5 working days of the communication.

10.4. The Parties are bound to preserve the confidential nature of the said information by taking at least the same steps as they normally take to protect their own confidential information of a similar nature, and shall ensure that all their personnel, whatever their status, comply with the same obligation of secrecy and confidentiality in respect of all the information referred to above.

10.5. The Parties expressly stipulate that any information communicated by one of the Parties to the other, and which has one of the following characteristics, will not be considered by it as confidential if:

a) the information falls or has fallen into the public domain by means other than breach of the confidentiality undertaking provided for in the Contract;

b) the information was previously known to the Party without being subject to an obligation of confidentiality; or

c) the information was lawfully obtained from a third party or independently of the performance of the Contract.

10.6. The Parties may disclose confidential information if such disclosure is required by law, regulation, subpoena, court order or if such disclosure is necessary to enforce or prove rights under the Agreement. Each Party may share this Agreement and related documents, in strict confidence, with its insurance broker, financial or banking partners, auditors, legal advisors, tax authorities in the event of an audit, and possibly to their respective parent companies.

10.7 The provisions of this article shall remain in force for the duration of the Contract and for two (2) years after the end of the Contract.

10.8. Business secrecy

Celec is the sole owner of its business secrets, and the purchaser has no right to use them provided they are protected in accordance with the provisions of article L.151-1 of the French Commercial Code.

ARTCLE 11 – force majeure

In accordance with article 1218 of the French Civil Code, force majeure occurs in contractual matters when an event beyond the debtor’s control, which could not reasonably have been foreseen at the time the Contract was concluded and whose effects cannot be avoided by appropriate measures, prevents the debtor from fulfilling its obligation.

Celec shall not, under any circumstances, be held liable, and no compensation may be claimed, for delays or harmful consequences due to force majeure.

Force majeure shall suspend performance of the Services, with the exception of the obligation to pay the sums due.

The Party not affected by the force majeure may suspend performance of its own obligations for the duration of the suspension due to the force majeure. The Party affected by the case of force majeure will take all necessary steps to attempt to fulfil its obligations. In order to be invoked, force majeure must be notified by the affected Party to the other Party by registered letter with acknowledgement of receipt within eight (8) days of its occurrence.

In the event of suspension of the Contract, backup costs will be borne by the Party invoking force majeure.

If the case of force majeure lasts longer than one month, the Contract in question will be terminated by operation of law.

The following are expressly considered to be cases of force majeure or fortuitous events, in addition to those usually accepted by the jurisprudence of French courts and tribunals: total or partial strikes, whether internal or external to the company, lock-outs, bad weather, epidemics, blockage of means of transport or supply for any reason whatsoever, earthquakes, fire, storms, floods, water damage, governmental or legal restrictions, computer system failure, telecommunications blockage.

ARTICLE 12 – MISCELLANEOUS PROVISIONS

12.1. Non-solicitation of personnel

The Parties hereby waive the right to employ or have employed, directly or through an intermediary, any collaborator (including subcontractors, freelancers or self-employed contractors) of either Party assigned to the performance of Orders and/or Services, whatever their specialization, and even if the initial request is made by the collaborator. This waiver is valid for the entire duration of the Contract, plus a period of twelve months from its expiry.

Should one of the Parties fail to comply with this agreement, it undertakes to compensate the other Party (in particular for selection and recruitment expenses, training costs, damage resulting from its personal reputation or commitments already made on its behalf, etc.) by immediately paying it a lump sum equal to the gross annual remuneration that the employee will have received or should have received prior to their departure.

In the event that Celec subcontracts all or part of the service and the purchaser does not respect this waiver of direct recourse to the services of the subcontractor, the latter irrevocably undertakes to compensate the other party by paying it, by way of damages, a lump sum equal to two hundred and twenty (220) times the average daily salary (including all taxes and charges) received by Celec’s subcontractor during the term of the Contract.

12.2. Transfer of Contract

The Contract may not be transferred in whole or in part, whether in return for payment or free of charge, by either Party without the prior written consent of the other Party.

12.3. Personal data (GDPR)

The purchaser represents and warrants that all personal data transmitted by Celec under this Contract will be processed in accordance with the Applicable Data Protection Regulations and in particular resulting from the European Personal Data Regulation dated April 27, 2016 (EU Regulation 2016/679). The purchaser warrants to Celec that it undertakes to indemnify Celec against any action by third parties for non-compliance with applicable legislation in this regard. Celec is authorized by the buyer to transfer its personal data to all of its subsidiaries.

12.4. Ant bribery provisions

The purchaser declares that it will comply with all legal provisions relating to anti-bribery, influence peddling and favouritism, in particular those provided for by the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the Sapin II law of December 9, 2016 in France and all applicable laws where the Contract will receive application. The purchaser declares and acknowledges that it will not directly or indirectly pay any sum to an official, a representative of the administration to influence it in its decisions, to purchase products. The same applies to private companies in order to obtain or maintain a commercial contract.

12.5. Partial invalidity

Should any provision of this Agreement be contrary to any applicable law or regulation, such provision shall be deemed to be set aside, without affecting the validity of the remaining provisions of this Agreement.

12.6. Independence of the parties

The Parties acknowledge that they are each acting on their own behalf as independent merchants and will not be considered each other’s agents.

Neither Party has the power to bind or obligate the other Party.

Nothing in this Agreement shall be construed as constituting an association, franchise, partnership or agency between the Parties for any purpose whatsoever.

In addition, each of the Parties remains solely responsible for its acts, allegations, commitments, services, products and personnel.

12.7. Tolerance

12.7.1. The Parties mutually agree that the fact that one of the Parties tolerates a situation does not have the effect of granting acquired rights to the other Party.

12.7.2. Furthermore, such tolerance may not be interpreted as a waiver of the right to assert the rights in question.

12.7.3. The fact that one or other of the Parties, on one or more occasions, does not avail itself of one or more of the provisions of the Contract, shall in no way imply a waiver by that Party of its right to avail itself of such provision(s) at a later date.

ARTICLE 13 – TERMINATION

13.1 The sales contract will be automatically terminated in the event of non-performance by the purchaser of any of his obligations stipulated in the present general terms and conditions or in the offer, by registered letter with acknowledgement of receipt thirty (30) calendar days after formal notice by registered letter with acknowledgement of receipt sent to the purchaser and remaining wholly or partly without effect during this period, subject to any damages.

Notwithstanding the provisions of articles 1217 and 1219 to 1223 of the French Civil Code, and except in the event of sufficiently serious non-performance on the part of Celec, the purchaser may not suspend or refuse to perform his obligation, pursue performance in kind, have the order performed, or request a price reduction.

13.2. Sudden termination of established commercial relations:
Pursuant to Article L442-1-II of the French Commercial Code, any sudden termination of established commercial relations on the part of the Buyer will result in the payment by the latter of an indemnity corresponding to 18 months of gross margin calculated on the average of the turnover achieved between the parties during the last three years and the payment of the stock of finished products, semi-finished and component systems.

Article 14 – TIME LIMITATION

All actions relating to sales and services between the Parties shall be time-barred within one (1) year of delivery, with the exception of the provisions concerning latent defects referred to in article 8.

ARTICLE 15 – APPLICABLE LAW – JURISDICTION

15.1. The Contract is governed by French law. This applies to both substantive and procedural rules.

15.2 In the event of a dispute, the ROUEN (France) Commercial Court shall have exclusive jurisdiction, notwithstanding multiple defendants or third-party claims, even for emergency or conservatory proceedings, in summary proceedings or by petition.

15.3. Except in cases of emergency, any disputes that may arise shall be submitted to mediation in accordance with the Mediation Rules of the CMAP (Centre de Médiation et d’Arbitrage de Paris) to which the Parties declare that they adhere.

• Centre de Médiation et d’Arbitrage de Paris : 39 Avenue Franklin Roosevelt, 75008 PARIS France).
• Contact: cmap@cmap.fr – Tel: +33 (0)1.44.95.11.40.

15.4. An English translation of the general terms and conditions of sale is available. In the event of contradiction between the French and English versions, the French version shall prevail.

Good for acceptance

Place……………………………….; Date ……………………..

Signature / Name of signatory

Stamp