1. Scope

• 1.1 Definitions – The words below shall have the corresponding meaning: • “AXIMA” shall refer to AXIMA Concept and its subsidiaries a limited liability company organized and existing under the laws of France, with its registered office located at 49 rue Louis Blanc, 92400 Courbevoie Cedex, and registered in Nanterre under RCS n°854 800 745. 

• “Background IP” shall refer to IP Rights which are created by a Party prior to or independently to this Contract, without any impact or value under the Contract. 

• “Contract” means all the documents (including but not limited to the present document, the purchase order and any special conditions) determining and governing the respective obligations of AXIMA and the Supplier. 

• “Final Client” shall refer to the client of AXIMA and for whom the Works are intended. • “Foreground IP” shall refer to IP Rights developed by the Supplier and which results from or are generated pursuant to or for the purpose of this Contract, whether created during the execution of the Contract or before. 

• “Goods” shall mean all products and equipment designed, manufactured and delivered within the scope of the Contract and detailed in the subsequent purchase order as well as any related documentation and packaging. 

• “IP Rights” shall refer to intellectual property rights, such as but not limited to copyrights, patents, concepts, techniques, inventions, designs, models, discoveries, processes, software, firmware, domain names or technical know-how. 

• “Services” shall mean the services to be performed by the Supplier for AXIMA under the Contract and detailed in the purchase order (such as engineering remarks, non-conformity or non-quality, warranty request, or factory or on-site services). 

• “Supplier” refers to the person, the firm or the company that has entered into the Contract with AXIMA and who provides the Works. 

• “Urgent Defect(s)” means a defect that causes interruption or disturbance in the Final Client’s operation, or a substantial risk of such interruption or disturbance, or a risk of personal injury or physical damage. 

• “Work” or “Works” means the Goods and/or the Services (if any) and all other things to be provided and works to be done by the Supplier under the Contract. 

• 1.2 Purpose - This General Terms and Conditions of Purchase (hereinafter referred to as the “GTC”) shall apply to all orders for Works issued by AXIMA. They form part of the Contract. 

• 1.3 Should there be any special conditions agreed between the Parties, those special conditions shall prevail over the GTC (the “Special Conditions”). 

• 1.4 Variations to the Contract from the Supplier and decisions relating to their performance shall only be valid if recorded in writing and signed by AXIMA. 

• 1.5 Where French Act no. 75-1334 dated December 31, 1975 on subcontracting is applicable, the order is placed subject to the conditions precedent acceptance of the Supplier as subcontractor, and approval of its payment terms by the Final Client. To this end, the Supplier shall provide to AXIMA all requested information in order to obtain such acceptance and approval.

2. Orders

• 2.1 Purchase orders shall only be valid if made in writing and communicated to the Supplier. 

• 2.2 AXIMA reserves the right to send purchase orders via electronic mail to the electronic address provided by the Supplier. 

• 2.3 All electronic documents exchanged between AXIMA and the Supplier must include information making it possible to identify the sender as well as the nature of the information sent. The electronic contact details to be used by each of the parties shall be provided in due time. The parties agree that such electronic contact details shall be sufficient to identify the sender of electronic documents and authenticate their source. 

• 2.4 The parties undertake to treat the documents they exchange electronically as original documents fully binding on them, having the same probative value as that granted by law to hard paper documents. 

• 2.5 The parties shall be barred in any event, except cases of proven failure or corruption of their IT systems, from claiming that their transactions are null and void or unenforceable on the grounds that they were communicated as electronic documents.

3. Acceptance of orders

• 3.1 Within ten (10) days of the purchase order being issued, the Supplier shall return a signed duplicate copy of the same to the address of AXIMA. AXIMA reserves the right, failing this, either to cancel the Contract by way of a registered letter without charge or compensation due, or to consider that the purchase order has been accepted by the Supplier. 

• 3.2 Performance of any part of the purchase order by the Supplier shall constitute unconditional acceptance of its terms and conditions on the part of the Supplier. 

• 3.3 Should the Supplier accepts the purchase orders with reservations, it shall so notify AXIMA in a separate written document within five (5) business days following receipt of the purchase order. In such case, AXIMA shall reject or confirm in writing its acceptance of said reservations. If AXIMA rejects the reservations of the Supplier, the Contract shall be considered not concluded. 

• 3.4 When the Supplier accepts AXIMA’s purchase order, either by acknowledgement, delivery of any Goods and/or commencement of performance of any Services, a binding contract shall be formed (the “Contract”, as defined above in Article 1.1). No other statement in writing of the Supplier, provision, term, condition or obligation, oral or written, expressed or implied shall alter, add to, or otherwise affect the Contract, unless agreed in writing in a specific binding document. 

• 3.5 Considering the specificities of the project itself, the Contract shall neither be considered as an adhesion contract as per the definition of article 1110 of the French Civil Code, nor as an unbalanced contract as per article L.442-6, I, 2° of the French Commercial Code.

4. Changes to order

• 4.1 The Supplier shall not make any changes to the purchase order if they have not been previously approved in writing by AXIMA. It shall neither make any changes affecting the Goods (including process or design changes, changes to the manufacturing process (such as geographic location) changes affecting electrical performance, mechanical form or fit, function, environmental compatibility, chemical characteristics, life, reliability or quality of the Goods or changes that could have significant impact upon the Supplier’s quality system). GTC – Marine Purchase – December 2023 2/7 

• 4.2 The Supplier shall perform all changes, deletions and additions to the purchase order that have been notified in writing to the Supplier by AXIMA, subject to a price breakdown being drawn up on the basis of the agreed prices or, failing this, on the basis of prices to be agreed on. 

• 4.3 Any request for additional Works and/or for modifications shall be notified in writing to the Supplier. Upon receipt of such notification the Supplier undertakes to value definitively the request within three (3) business days. In case of disagreement in terms of cost, quality and time, the Supplier agrees and confirms that AXIMA may order such work to another company. 

• 4.4 In case of specific and/or complex changes, AXIMA and the Supplier shall agree to set a period of recovery and proper processing.

5. Assignment and sub-contracting

• 5.1 The Supplier shall not assign, sub-contract or co-contract all or part of the Contract or assign any interest thereof without AXIMA’s prior written consent. Any breach of this provision shall entitle AXIMA to terminate the Contract through a written notice of termination sent to the Supplier. 

• 5.2 In order to receive such prior written approval, the Supplier, if requested by AXIMA, shall provide a to AXIMA a sufficient proof that it, its co-contractors and/or its sub-contractors strictly abide by their legal obligations (especially towards mandatory social laws) and the Supplier shall provide any document deemed necessary by AXIMA, to the exception of purely financial clauses. 

• 5.3 The consent granted by AXIMA shall not relieve the Supplier from any of its contractual and legal obligations towards its sub-contractors, and more especially in case of on-site presence. 

• 5.4 AXIMA shall in no way be required to give reasons for withholding its approval under this Article. 

• 5.5 In any event, the Supplier shall remain solely responsible for its subcontractors and suppliers, if any. 

• 5.6 The Supplier undertakes to act in accordance with the Personal Data Protection Laws and namely the EU regulation N°2016/679 of the European Parliament on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. The Supplier shall ensure that its subcontracts and co-contractors shall act in accordance with such regulation

6. Performance of orders

• 6.1 The Supplier shall be required to deliver Goods and Services that strictly abide by to the specifications of the Contract and to the documents approved by AXIMA prior to and during the course of the performance of the Contract. 

• 6.2 The Supplier acknowledges and warrants that it has received all the information necessary to completely fulfil the Contract, that it has taken into account all the difficulties such performance entails, and that it is capable of carrying out all the obligations incumbent upon it in accordance with best practices and regulations in force, including those pertaining to the protection of health, safety and environment. 

• 6.3 The Supplier shall be required to procure the Goods specified in the Contract alongside with any equipment directly or indirectly related thereto, so that the Contract shall be fully fulfilled and/or that the Goods supplied shall be ready for use, with all the necessary or useful accessories, for their intended purpose and optimal use. 

• 6.4 Considering the tightness of the schedule, the Supplier formally agrees to refrain, in the event of a dispute on any grounds whatsoever, from suspending its supplies or works, or more generally from fulfilling any of its contractual obligations. 

• 6.5 The Supplier’s commitments and responsibilities shall in no way be varied or diminished by any authorisations, approvals or controls, whether given by AXIMA or by the Final Client, unless expressly and clearly agreed in writing. 

• 6.6 AXIMA may at any time (i) request that all or part of the Works be discontinued, (ii) reject any non-compliant Goods or Services, and/or (iii) demand that any breach be immediately remedied.

7. Inspection, testing, rejection

• 7.1 Inspection, testing or payment of the Goods by AXIMA shall not considered as an acceptance of the same and it shall not release the Supplier from any of its obligations, representations or warranties under the Contract. The Supplier undertakes and warrants that the Goods supplied under the Contract will be of satisfactory quality and fit for the purpose intended. 

• 7.2 AXIMA or the Final Client may, at any time but subject to a prior reasonable notice, inspect the Goods or their manufacturing process. If any such inspection or test by AXIMA or the Final Client is made on the premises of the Supplier, the Supplier shall provide reasonable facilities and assistance for the safety and convenience of the inspection personnel. 

• 7.3 If AXIMA and/or the Final Client do not accept any of the Goods or Services, AXIMA shall promptly notify the Supplier of such rejection. If necessary, the Supplier shall, within two (2) weeks from such notification, collect the Goods back at its own expense or shall promptly perform the Services in accordance with AXIMA’s instructions. If the Supplier does not collect the Goods within the said two (2) weeks period, AXIMA may decide to have the Goods delivered to the Supplier’s place at the Supplier's cost, or, but subject to the Supplier’s prior consent, destroy the Goods, without prejudice to any other right or remedy AXIMA may have under the Contract or at law. Goods or Services not accepted but already paid by AXIMA shall in such case be reimbursed by the Supplier to AXIMA. AXIMA shall have no payment obligation for any Goods or Services not accepted by AXIMA and/or the Final Client. 

• 7.4 If, as a result of any sampling inspection, any portion of a shipment of similar items is found not to conform to the Contract, AXIMA shall have the right, but not the obligation, to reject and return the entire shipment without further inspection or, should AXIMA decides to pursue the inspection of all items in the shipment, reject and return any or all nonconforming units or accept them at a reduced price, and charge the Supplier the cost of such inspection. 

• 7.5 During visits to the premises of the Supplier (design engineering office, workshops, etc.) and to those of the Supplier’s suppliers if any, AXIMA must be allowed to monitor the progress of the Supplier and verify the execution of the Order. 

• 7.6 AXIMA shall especially be allowed to check all documentation (parts lists, orders, manufacturing drawings, official test reports, etc.) relating to the purchase order. 

• 7.7 Reports, minutes and other such documents signed by AXIMA during visit shall in no way relieve the Supplier of its responsibilities and liabilities under the Contract and shall in no way be taken as a definitive acceptance of the Goods or Services.

8. Contractual deadlines

• 8.1 Abiding by the schedule is of the essence and shall be construed as an essential obligation of the Supplier under the Contract. Contractual deadlines are mandatory requirements and they shall not be amended without both Parties’ prior written consent. 

• 8.2 AXIMA reserves the right to postpone the commencement of the purchase order or to suspend the same by reason of any special circumstances under the main contract with the Final Client, or in case of a request from the Final Client. In such case, the contractual deadlines shall be extended by the same period of time as that required or agreed under the main contract with the Final Client. 

• 8.3 Contractual deadlines run from the commencement date stated in the purchase order, or failing such date, from the date on which sends the purchase order to the Supplier. 

• 8.4 The deadlines stipulated in the purchase order are deemed to run up to the delivery date of the last part of the Goods. 

• 8.5 AXIMA reserves the right to refuse any early delivery decided unilaterally by the Supplier. 

• 8.6 In the event that delivery delays become predictable or even inevitable, the Supplier shall be required to notify AXIMA thereof as soon as it becomes aware of such delays. 

• 8.7 Without prejudice to any other provisions set out in the Contract, the Supplier shall be required as of right as a simple result of: 

• 8.7.1 Delay in delivery of the Goods: 

  • 8.7.1.1 In the event that the delivery of the Goods (including spare parts, if any) is delayed beyond the agreed delivery date for a cause attributable to the Supplier, the Supplier shall pay to AXIMA as liquidated damages an amount of one percent (1%) per week of delay for the first three (3) weeks of delay, then one and a half percent (1,5%) of the purchase order price (including any additional order) from the beginning of the fourth week of delay, calculated from the agreed delivery date up to and including the actual date of delivery of the Goods. 

  • 8.7.1.2 If the delivery is delayed beyond fourteen (14) calendar days from the agreed delivery date, the Supplier shall dispatch urgently the Goods by air freight at the Supplier's expenses if requested so by AXIMA. 

  • 8.7.1.3 Should the delay implies the breaching of the hull, the deck or of a steel bulkhead, then AXIMA may be entitled to apply on the Supplier a penalty of thirty-five thousand (35.000) Euros per breaching. 

  • 8.7.2 Delay in Completion of the Services: The Supplier undertakes (i) to answer engineering remarks under three (3) days, (ii) to remedy any non-conformity under five (5) days, and (iii) to act on warranty request ten (10) days or begin the rectification of Urgent Defects within twenty-four (24) hours from AXIMA’s notification. In the event that the completion of the Services is delayed beyond the agreed completion date for a cause attributable to the Supplier, the Supplier shall pay to AXIMA as liquidated damages an amount of one percent (1%) of the purchase order price (including any additional order) per week of delay for the first three (3) weeks of delay, then one and a half percent (1,5%) from the beginning of the fourth week of delay calculated from the agreed completion date up to and including the actual date of completion of the Services.

  • 8.7.3 Delay in submission of the Supplier’s technical data and of the progress report: In the event that the submission of any of the Supplier’s technical data required under technical specification and of the progress report is delayed beyond the scheduled dates for a cause attributable to the Supplier, the Supplier shall pay to AXIMA as liquidated damages an amount of one percent (1%) per week of delay for the first three (3) weeks of delay, then one and a half percent (1,5%) of the purchase order price (including any additional order) from the beginning of the fourth week of delay. 

  • 8.7.4 Exceeding weight: When the maximum permissible weight is exceeded, subject to a tolerance of +/- 2%, AXIMA may apply a penalty that will never exceed 10% of the purchase order price, and which will be calculated on the basis of the following formulae: [(excess of weight * purchase order price) / contractual weight]. 

• 8.8 Moreover, AXIMA shall keep the right to claim repayment of all other expenses or losses suffered as a result of the delay, such as but not limited to fines or penalties paid to the Final Client, financial costs, loss of performance, additional site costs, or loss of profits. 

• 8.9 AXIMA rejects all liability in the event of a delay or of a suspension of the Contract which results from the Supplier’s failure to submit the documents required by applicable legislation and/or by the Contract. 

• 8.10 AXIMA shall be entitled to set off the liquidated damages from any sums to be paid by AXIMA to the Supplier under this Contract.

9. Shipping - Packaging

• 9.1 Wherever possible, shipments shall be grouped together so as to limit transport. Particular attention shall be paid to optimising packaging; preference shall be given to recyclable packaging or packaging made from renewable materials. 

• 9.2 Deliveries shall be carried out in accordance with the ICC DDP incoterm (unless otherwise specified in the purchase order) to the address specified by AXIMA, and only on business days and during working hours of the offices or sites where delivery has to take place. 

• 9.3 Prior to any shipment, the Supplier shall send to AXIMA a shipping notice clearly and precisely specifying the equipment being shipped and the references of the purchase order. 

• 9.4 The Supplier guarantees the perfect preservation of the Goods, even in case of delay and regardless of the cause of the delay, even if such delay results from AXIMA. 

• 9.5 The Supplier shall bear all additional costs resulting from the selection of an accelerated medium of transport which may prove to be necessary to meet the delivery deadline, unless the said delay is attributable to AXIMA. 

• 9.6 The Supplier shall submit a narrative status report (hereinafter referred to as the “Progress Report”) to AXIMA every week.

• 9.7 Free Storage: AXIMA reserves the right to ask the Supplier to postpone the delivery of the Goods. In this case any storage and insurance costs and risks during the first sixty (60) calendar days beyond the contractual delivery date shall be borne by the Supplier. For the period beginning from the sixty-first calendar day the warehousing conditions shall be agreed between the Parties but the risk inherent to warehousing shall remain with the Supplier. 

• 9.8 If one or several delivery and packing conditions are not complied with by the Supplier (for example: incorrect packaging that prevents unloading, or incomplete delivery note preventing the link to be established with AXIMA's purchase order lines and therefore preventing acceptance of the equipment), AXIMA, upon a justified notification made to the Supplier, reserves the right to:

  a) Refuse to unload the package; and/or, 

  b) Take the package to an external storage location (chosen by AXIMA) at the Supplier's expense; and/or, 

  c) Bring the delivery into compliance at the Supplier's expense; and/or, 

  d) Retain payment of the related invoice until the Goods have been accepted; and/or, 

  e) Apply liquidated damages. All the financial consequences of these deficiencies shall be borne by the Supplier.

10. Delivery - acceptance

• 10.1 The Supplier undertakes to deliver the Goods and/or Services to the places and on the dates specified on the purchase order during reception opening hours. 

• 10.2 In the absence of reservations, delivery shall be formalised by both Parties on the date agreed between them and recorded in a report drawn up by AXIMA, unless AXIMA expressly waives such report; in the such case, the Goods supplied shall be deemed automatically accepted. The Supplier may not ask for the acceptance to be made only on a part of the batch of the Goods provided. 

• 10.3 Quantitative acceptance of the Goods delivery carried out by the upon delivery shall not constitute qualitative acceptance of the same. Qualitative acceptance only shall be deemed to validly constitute acceptance and it may not be declared prior to acceptance of the Works by the Final Client.

11. Non conformity

• 11.1 If any Goods or Services are defective or otherwise do not conform to the requirements of the Contract, AXIMA shall notify the Supplier and may, without prejudice to any other right or remedy available under the Contract or at law, at its sole discretion: 

  a) Send a formal notification; and/or, 

  b) Require the Supplier to promptly remedy the nonconformance or to replace the non-conforming Goods with conforming Goods; and/or, 

  c) Return the non-conforming Goods for remedy or claim a full refund of the price paid to the Supplier; 

• 11.2 The Supplier shall bear all cost of repair, replacement and transportation of the non-conforming Goods, and shall reimburse AXIMA of all justified costs and expenses (including, without limitation, inspection, handling and storage costs) reasonably incurred by AXIMA in connection therewith.
• 11.3 Risk in relation to the non-conforming Goods shall pass to Supplier upon the date of notification thereof.

12. Transfer of title 

• 12.1 Title is transferred to AXIMA on the date of the purchase order. No retention of title clause may be invoked against AXIMA. 

• 12.2 Risks of damage or loss are transferred to AXIMA on the date (i) of delivery to the location indicated in the order or (ii) of acceptance when an acceptance procedure is provided for in the Contract; in any case, the Supplier bears the risk on the Works during installation, testing and commissioning where it is required to perform such operations pursuant to the Contract.

13. Price, invoicing and payment

• 13.1 Unless otherwise specified in writing in the purchase order, prices are firm and not subject to revision. They include all costs, including carriage, packing, unloading, insurance, taxes (including local taxes and taxes applicable under the delivery incoterm), charges and duties, but to the exception of VAT (value added tax). 

• 13.2 In addition to the mandatory legal notices, the Supplier’s invoices must mention the number and the full reference of the purchase order. The said invoices shall be sent to the address specified in the purchase order subsequently to compliant delivery and/or performance of the Goods and/or Services. Failure from the Supplier to comply with the above requirements shall automatically lead to the invoices being returned. As an information, please note that under article 242 noniès A of the CGI (Code Général des impôts, the French tax code), the issuance date of an invoice shall be construed as a mandatory legal mention. The issuance date must be true and accurate and shall correspond to the actual date of sending the invoice to AXIMA. Consequently, the late sending of an invoice compared to the date stated in such invoice may give rise to potential mistake and therefore compromises the due processing of the invoice. 

• 13.3 In the light of the foregoing, any invoice recording a delay of more than seven (7) calendar days between the date affixed on it and its date of receipt by AXIMA shall be returned to the Supplier for rectification. 

• 13.4 Unless otherwise agreed and only for Goods and/or Services that have been accepted in whole, payments shall be made by bank transfer from AXIMA within sixty (60) days from the date of invoice. In the event of late payment, the Supplier may apply default interest which shall be three points above the ECB late payment interest rate in force. AXIMA’s payments may not be deemed to constitute any acknowledgment of qualitative acceptance. 

• 13.5 Unless otherwise agreed, the payment terms are as follows: ▪ 80% upon delivery of the Goods. ▪ 10% upon receipt of the whole final documentation as requested and listed in the Purchase order ▪ 5% at the compliant commissioning of all the Goods including a compliant and approved performance test. ▪ 5% upon delivery by the Final Client of the final acceptance certificate.

14. Supplier's Obligations

• 14.1 The Supplier shall take all appropriate measures to provide Goods and/or Services that are compliant in terms of quality and quantity with the terms and conditions of the Contract, fit for the purpose intended. 

• 14.2 The Supplier shall ensure that the Contract is at all time perfectly performed but also completely fulfilled in all aspects within the stipulated deadlines. 

• 14.3 The Supplier undertakes to send AXIMA all documentation required under the law for the purpose of fighting against undeclared work and unfair competition. 

• 14.4 The Supplier shall be required to immediately notify AXIMA of any substantial changes to its legal and economic status that can affect the performance of the Contract. A change in the shareholding capital of the Supplier shall be considered a substantial change. 

• 14.5 Where the Supplier should fail to fulfil any one of its obligations, where the Order is not fulfilled within the agreed lead time or is only partly fulfilled, or at any time where the Orders are not fulfilled in such a way as to be completed according to agreed stipulation, AXIMA may, without having to refer to legal action but following service of formal written notice to perform sent to the Supplier and remaining ineffectual for over ten (10) days, remedy the Supplier's default and carry on performance on its own account or resort to a third party chosen by AXIMA, at the defaulting Supplier's expense and risk, without prejudice to its right to terminate the Contract or seek compensation. 

• 14.6 The Supplier warrants that its personnel, its subcontractors, subsuppliers and agents and their respective personnel hold all relevant permits, licenses and authorizations necessary for the performance of the Contract. They shall also be appropriately qualified, skilled and experienced in their respective trades or occupations. AXIMA may require the Supplier to, without undue delay, remove (or cause to remove) any person in the Supplier’s organization who: 

  a) Persist in any misconduct or lack of care; 

  b) Carries out duties incompetently or negligently; 

  c) Does not have sufficient and/or correct competence for the performance of the Works; 

  d) Fails to conform any provision of the Contract; 

  e) Persists in any conduct which is prejudicial to safety, health or the protection of the environment; or 

  f) In some other way does not meet AXIMA’s reasonable expectations. If appropriate, the Supplier shall then appoint (or cause to be appointed) a suitable replacement person with acceptable qualifications, skills and experience

15. Force Majeure

• 15.1 Force majeure shall be accepted only to the extent that it abides by the definition given by French law (including case law), and insofar as it is admitted by the Final Client. 

• 15.2 Should the force majeure event continues for more than fifteen (15) days, AXIMA shall be entitled to terminate the Contract by way of a registered letter and without compensation to the Supplier. In such case the part of the purchase order which has already been performed shall be paid in due proportion.

• 15.3 The force majeure event shall be notified to AXIMA within twentyfour (24) hours of its occurrence and confirmed within twenty-four (24) additional hours through a registered written letter explaining the event and detailing the expected consequences. If the same is not notified in due time, the Supplier shall be considered as having waived its right to claim for force majeure. 

• 15.4 The end of the force majeure event must be notified within twenty-four (24) hours through a registered written letter. 

• 15.5 The impeded Party shall make its best efforts to mitigate the effects arising from such event. 

• 15.6 Strike, lockout and other labour disturbance involving the Supplier’s employees are excluded from the definition of a force majeure event under this Contract. 

• 15.7 The Parties are fully aware of the rights granted to them by the article 1195 of the French Civil Code, accept the risk related to a change in the context in which the Contract was concluded and waives all rights arising from such article.

16. Warranty

• 16.1 The Supplier shall only provide Goods and Services which are free from patent and/or latent defects and which comply with applicable regulations and best practices in light of state-of-the-art techniques and standard requirements regarding use, reliability and lifespan. Without prejudice to more stringent legal provisions, the Supplier shall ensure that the Goods and Services comply with AXIMA’s needs, and that the Goods shall perform and operate properly during a minimum period of thirteen (13) months from the delivery of the ship to the Final Client (hereinafter referred to as the “Warranty Period”). 

• 16.2 The aforementioned warranty relates to repair and/or replacement, labour costs and travel costs. 

• 16.3 The Supplier likewise guarantees that it shall repair or replace, at AXIMA’s discretion and the Supplier’s expense, any defects, deficiencies and non-compliances of the Services and/or of the Goods uncovered during the said Warranty Period and shall indemnify and hold AXIMA harmless from any losses or damage resulting therefrom. In the event of repair or replacement of a Good, this Good shall be warranted until the end of the Warranty Period but in any case for not less than thirteen (13) months from its commissioning after having been repaired or replaced, even if the Warranty Period has expired in between. 

• 16.4 All expenses or charges incurred in connection with the implementation of the warranty shall be borne by the Supplier. 

• 16.5 In case of extreme Urgent Defect, AXIMA shall be entitled, after having notified the Supplier and after having made its best efforts to coordinate with the same, to repair or replace itself an item, without prejudice to the above-mentioned obligations of the Supplier. 

• 16.6 The Supplier undertakes to guaranty the availability of spare parts for a minimum period of two (2) years following the end of the Warranty Period. 

• 16.7 All warranty request to the Supplier must be analysed and performed within the shortest possible time (but maximum ten (10) days, or any other mutually agreed period) taking into account the requirements of the operation and the Final Client. 

• 16.8 When a defect appears constantly (i.e. a defect on at least three (3) identical or similar parts of the Goods within twelve (12) consecutive months during the overall Warranty Period), the Supplier must remedy the defect on all identical or similar parts of the Goods, even if the defect gives rise to any incident or not on those similar parts.

17. Performance & warranty bond

• 17.1 The Supplier, within fourteen (14) days after the date of signature or acceptance of the purchase order, shall issue and provide to AXIMA, at the Supplier’s expense, a performance and warranty bond of an amount equal to ten percent (10%) of the aggregate amount of the purchase order, issued by a first-class international bank in the form acceptable by AXIMA. This performance and warranty bond shall be upon first demand and be valid from its issuance until expiry of the Warranty Period plus four (4) weeks. 

• 17.2 When the amount of the purchase order is modified, the Supplier may be required to also modify the amount of the performance and warranty bond.

   

18. Claims

• 18.1 If the Supplier considers itself to be entitled to any extension of time and/or additional payment, the Supplier shall give notice to AXIMA within five (5) days of the occurence of the event giving rise to such claim. In parallel the Supplier shall prepare and send to AXIMA a justified notice describing and justifying the event or circumstance giving rise to the claim and the time and cost impact for the Supplier, accompanied with any relevant supporting document. 

• 18.2 The justified notice shall be given as soon as practicable, and not later than ten (10) days after the date of the first notification of the Supplier to AXIMA. 

• 18.3 If the Supplier fails to give such justified notice of a claim within said period of ten (10) days, the time shall not be extended, the Supplier shall not be entitled to additional payment and AXIMA shall be discharged from all liability in connection with the claim.

   

19. Liability and insurance

• 19.1 The Supplier is fully liable for any damages caused to Third Parties either through its negligence, fault or any misconduct, or through that of its agents, employees, subcontractors and/or suppliers if any. 

• 19.2 The Supplier, as a qualified professional, is fully responsible for the good performance of the Contract. The Supplier warrants and keep AXIMA indemnified against all consequences arising out of or in connection with a failure by the Supplier to perform either properly or at all its contractual obligations. 

• 19.3 The Supplier shall maintain at all time the highest necessary security and safety measures to safeguard its personnel, the personnel of AXIMA and any third-party. 

• 19.4 The Supplier shall take out and keep in force a professional indemnity insurance covering adequately and sufficiently the financial consequences of damages caused to any third party (including AXIMA and the Final Client) during the performance of the Contract. This amount shall not constitute a cap of liability. 

• 19.5 The insurance policies taken out by the Supplier shall be issued by insurances companies reputed for their solvency. 

• 19.6 Upon request of AXIMA, the Supplier shall provide to AXIMA satisfactory evidence of the cover contained in the said policies through up-to-date insurance certificates and shall be at any time in position to justify the validity of the policies.

20. Termination

• 20.1 Without prejudice to any other right or remedy available to AXIMA under the Contract or at law, AXIMA shall be entitled at its absolute and sole discretion to suspend the Contract in whole or in part or to terminate the same in whole or in part by means of a written notice to Supplier in the event that: 

  a) The Supplier files a voluntary petition in bankruptcy or becomes the subject of a petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit or creditors or similar proceeding; 

  b) The main contract received by AXIMA from the Final Client is suspended or terminated;  

  c) The Supplier ceases or threatens to cease to carry on business; 

  d) The delivery of the Goods is delayed for more than sixty (60) days due to reasons attributable to the Supplier; 

  e) Subject to a prior written notice to perform sent to the Supplier and remaining ineffective for a ten (10) days’ period, the Supplier breaches any of its obligations under the Contract or AXIMA, in its reasonable discretion, determines that the Supplier cannot or will not deliver the Goods or perform the Services in due time and/or as required; 

  f) The total amount of liquidated damages under this Contract exceeds ten percent (10%) of the total Order Price; or 

  g) If the Force majeure, as described in article 15, results in the suspension of all or part of the Supplier’s works for the Goods, and if the suspension continues for more than fifteen (15) days in aggregate; 

• 20.2 To the exception of a), b) and g), in the event of any abovementioned event, AXIMA shall be entitled to seek compensation without any prejudice to claim for liquidated damages. 

• 20.3 Termination for convenience: notwithstanding the foregoing provisions, AXIMA, in its absolute and sole discretion, may terminate the Contract or any part thereof for any reason and at any time by giving a ten (10) calendar days’ written notice thereof to the Supplier. On the date of such termination notice the Supplier shall discontinue all supply, manufacture or otherwise in relation to the Contract and shall preserve all material, all Goods in progress and all completed Goods, whether in its own or any other premises pending AXIMA’s instructions. 

• 20.4 If the Contract is terminated for convenience, payment or refund to the Supplier, if any, shall be promptly and mutually agreed between the Parties, based on that portion of the Goods and Services satisfactorily performed up to and including the date of termination. 

• 20.5 Obligations, which by nature are deemed to remain in effect beyond the expiration or termination of the Contract and such as warranties, compliance with regulations, intellectual property and confidentiality undertakings, shall survive the said expiration or termination.

21. Intellectual property 

• 21.1 Each Party shall remain the owner or holder of its Background IP. The Parties agree that they shall not directly or indirectly infringe the IP Rights of the other Party and shall use the Background IP only for the purposes of the Contract. 

• 21.2 The Supplier grants to AXIMA the right to use, reproduce, market and exploit its Background IP, on a non-exclusive basis with the right to sub-license, for any purposes that AXIMA intends, for the entire duration that the Background IP are protected, on a worldwide basis. 

• 21.3 All Foreground IP shall be the exclusive property of AXIMA and shall be transferred as soon as it is created by the Supplier. 

• 21.4 The Supplier warrants that it holds all property and/or usage rights necessary to execute the Contract. The Supplier agrees, at its costs, to adapt the Works and/or Services which violate a third party’s IP Rights, or replace them with similar or equivalent Works and/or Services. If this is not possible, AXIMA may terminate the Contract, without prejudice to any damages to which it may be entitled. In general, the Supplier fully guarantees AXIMA and/or the Final Client against any and all claims, proceedings, claims for damages, charges or other possible consequences resulting from the use of patents, of patented processes, of registered trademarks or norms or any other Intellectual Property Rights in connection with the performance and/or of the use of the Services and undertakes to fully indemnify it accordingly, including the cost of legal assistance. 

• 21.5 The EQUANS trademark and signs are registered. Any reproduction of these signs without the prior written approval of ENGIE and AXIMA is forbidden.

22. Indivisible agreement  

• 22.1 In the event of a failure by the Supplier to fulfil any of its obligations hereunder, AXIMA shall be entitled to consider that all the debts and claims against it under distinct orders or projects, if any, proceed from a single contractual commitment. 

• 22.2 As a result and in addition, AXIMA shall be entitled to set off its debts with its own claims against the Supplier.

23. Confidentiality   

• 23.1 Any commercial or technical information of any kind whatsoever disclosed by AXIMA to the Supplier during the negotiation or the performance of the Contract shall remain the exclusive property of the disclosing Party. The receiving Party may only use it in the context of the Contract and shall return it to the disclosing Party after the Contract has been performed.

• 23.2 The receiving Party undertakes to keep such information strictly confidential for five (5) years following the date of the Contract and to only forward it to employees, subcontractors, consultants and/or professional advisers who need such information for the purpose of carrying out the Contract, subject to the prior approval of the disclosing Party. 

• 23.3 The employees, subcontractors, consultants and/or professional advisers referred to in Article 23.2 are required to maintain the confidentiality of such information and under no circumstances disclose it to Third Parties without having first received the prior written consent of the disclosing Party. They shall be bound by confidentiality obligations at least as stringent as, and substantially similar to, those set forth herein. 

• 23.4 The present confidentiality obligations shall survive up to two (2) years after expiration or termination of the Contract.

24. External Communication  

• 24.1 No announcement concerning the Contract and/or the project or any ancillary matter shall be made by the Supplier without the prior written consent of the Final Client. 

• 24.2 The Supplier is not entitled to mention AXIMA, the Final Client and/or the project towards third-parties or in its marketing.

25. Quotation and audit 

• 25.1 To the extent that they consider necessary, AXIMA has the right to request details of all costs of the Supplier regarding the manufacturing of the Goods. 

• 25.2 Whatever the circumstances, the Supplier undertakes to provide AXIMA the composition of these costs (including but not limited to design, manufacturing costs, material costs, fixed costs, but to the exclusion of the margin) concerning the purchase order. 

• 25.3 The Supplier shall keep full and detailed books, manufacturing logs, records, daily reports, accounts, schedules, payroll records, receipt, statements, electronic files, correspondence and other pertinent documents as may be necessary for proper management under the Agreement, as required under applicable law or the Agreement, and in any way relating to the Contract.

• 25.4 AXIMA and/or the Final Client have an absolute right to audit the Supplier’s records relating to the Contract, including all original receipts and verifications attributable to the Supplier’s actual costs, taking into accounts all volume and rebates. 

• 25.5 If the Supplier shall perform on-site, the Supplier shall ensure that all its personnel are correctly reported and included in an overall onsite personnel ledger kept by AXIMA, the Final Client or any other contractor of the project.

26. Assignment  

• 26.1 The Contract may be assigned by AXIMA to the Final Client upon written request of the Final Client. 

• 26.2 The Final Client, in case of default of AXIMA under the main contract in relation to the Works ordered to the Supplier may directly contact the Supplier. The Supplier shall then interact and negotiate in good faith with the Final Client for the continuation of the Works.

27. Economic Dependency  

• 27.1 The Supplier undertakes to diversify its market shares with other customers whether for goods and services that are identical to the Goods and/or Services, or to goods and services different from those in the Contract. 

• 27.2 The Supplier is required to immediately notify AXIMA of any risk of economic dependency.

28. Ethics  

• 28.1 The Supplier acknowledges having been aware of and agree with the Engie commitments in the area of ethics and sustainable development, available at: https://www.equans.com/about-us/ethicscompliance 

• 28.2 The Supplier without limitation whatsoever and wherever, (a) represents and warrants to AXIMA having respected and complied with, for a six (6) years period prior to the signing of this Contract; and (b) shall respect and comply with, for itself and its suppliers and subcontractors; international and/or national applicable and enforceable rules, concerning: a) Fundamental human rights, and in particular, to abstain from (a) using child labour or any other kind of forced or compulsory labour; (b) any form of discrimination within their company or in relation to its suppliers or sub-contractors; b) Embargos, the prohibition of arms or drug trafficking, and terrorism; c) Trade, import and export licences, customs; d) The health and safety of staff and third parties; e) Immigration, work and/or the prohibition of illegal work; f) Respecting the environment in the design, production, use and disposal or recycling of the product; g) Financial criminal offences, in particular corruption, fraud, influence peddling, swindling, theft, misuse of corporate funds, counterfeiting, forgery and the use of forgeries, and similar or related offences; h) Measures to combat money laundering; i) Competition law; j) Labour laws. 

• 28.3 As regard to the implementation of the Contract, the Supplier shall (i) comply with these standards, in its name and in the name and on behalf of its suppliers and subcontractors; and (ii) make its best efforts to ensure that the supply chain of its suppliers and subcontractors do the same.

29. Disputes 

• 29.1 In the event of any difficulty in interpreting or performing the Contract, the Parties shall seek in good faith an out-of-court solution before taking any legal action. 

• 29.2 In the absence of any out-of-court resolution, the dispute may be brought to the commercial courts of Paris.

30. Governing law

• 30.1 The governing law of the Contract shall be French law, to the exclusion of its conflict of law rules. 

• 30.2 It is formally agreed that the Vienna Convention of April 11 ,1980 shall not apply.

31. Miscellaneous

• 31.1 The invalidity of any one article of the Contract shall not affect the validity of the other and the Parties shall endeavour to replace the said with an economically equivalent valid provision. 

• 31.2 Failure to exercise or delay in exercising any right or remedy by any Party shall not be deemed a waiver of the right or remedy in question nor shall it be deemed a waiver of any other rights or remedies. 

• 31.3 Each Party hereto warrants being a legally and financially independent legal entity acting in its own name and under its own responsibility. 

• 31.4 The rights and remedies of AXIMA are cumulative and are in addition to any other or future rights and remedies available under the Contract, at law or in equity. 

• 31.5 Unless otherwise agreed all information delivered under the Contract shall be written in English. Where such documentation is a translation into the English language, such translation shall be accurate and faithful to the original. All oral communications shall be in English.