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General Terms of Purchase

GENERAL

1. These General Terms and Conditions of Purchase apply to Orders and purchases of Supplies made by EREMS from the supplier.

2. These General Terms and Conditions shall be deemed accepted as set forth herein and shall prevail over the terms and conditions of the supplier. They may nevertheless be negotiated and adapted, especially in view of the supplier’s terms and conditions.

DEFINITIONS

1. « General Terms and Conditions » refers to these General Terms and Conditions of Purchase.

2. “Order” refers to the purchase order placed by EREMS for the supplies.

3. « Supplies » refers to the products and/or services contained in the order.

4. « Entrusted Goods » refers to the goods EREMS provides to the supplier (such as tools, wires, prototypes, plans, technical documentation, etc.) for the fulfillment of the order.

ORDERS

1. The Order shall be deemed accepted by the supplier at the earlier of the following :

   • Receipt by EREMS of the acceptance without modification of the Order, within eight (8) calendar days of the date of the Order;

   • Beginning of performance of the Order by the supplier, without written reservations within the period specified above.

2. EREMS reserves the right to modify the quantities and the delivery dates in the Order, unless the supplier refuses in writing within eight (8) calendar days of the date of EREMS’s modification request.

DELIVERY

1. Supplies are delivered to the place indicated in the Order.

2. Unless otherwise agreed, delivery of Supplies is made DDP (ICC’s incoterms®2010).

3. The suppliers holds EREMS harmless against any consequence of an error in the customs declarations incumbent upon it.

4. Deliveries must include a delivery slip with the Order number, reference, a complete description of the Supplies and the quantities contained in the delivery. The delivery must include the documents relating to the Supplies, such as manufacturer’s certificate of conformity, maintenance and operation instructions, useful plans and diagram etc. In the absence of these documents, the delivery will be rejected.

5. EREMS reserves the right to refuse, in any written form, all or part of the delivery of Supplies in the event of late, incomplete or surplus delivery, or for discrepancies between the delivery and order.

6. Signature on delivery note merely signify that the package have arrived; a signed delivery note cannot be considered as the acceptance of the Supplies and the Supplier remains liable for compliance with the Order.

LATE DELIVERY

1. Time is an essential aspect of the Order. The supplier is required to meet the deadline for delivery indicated therein.

2. The supplier agrees to notify EREMS of any delay in the fulfillment of its contractual obligations and to communicate the action plan it has adopted to make up for lost time.

3. In case of non-compliance with contractual deadlines, EREMS reserves the right:

4. • To apply as of right and without prior notice late fees equivalent to 0.25% of the price net of tax of the Supplies concerned per calendar day of delay, these penalties being capped at 20% of the total value of the Order net of tax, and/or;

   • To cancel all or part of the Order under the conditions and in the manner provided for in Article 17 below, with no compensation being due to the supplier and/or;

   • To request an express delivery at the supplier’s expenses and/or;

   • To request that the supplier, in addition to late fees, pay any direct or indirect damages resulting from the late delivery, including operating losses.

PACKAGING AND SHIPPING CONTENT

1. To ensure arrival in perfect condition, Supplies shall be delivered in packaging that is consistent with the Order and adapted to the nature of the items, to the mode of transport used and to storage. The supplier shall be responsible for any damage (breakage, missing items, deterioration, etc.) due to inadequate or improper packaging.

2. The information required by applicable regulations, especially regarding transport, as well as specific instructions for handling and storage must be printed legibly on the outside of each packaging unit. EREMS reserves the right to notify by email or telecopy any damaged, missing items, or non-conformity to the order discovered during later unpacking or quality controls.

RECEIPT – TRANSFERT OF TITLE AND RISK

1. Ownership is transferred to EREMS, notwithstanding any retention of title clause:

   • Upon delivery at the EREMS site for Supplies,

   • As the service is completed for services, and construction or facilities work.

2. For Supplies, risk is transferred according to the applicable Incoterms and if no Incoterms exists, upon delivery of the Supplies to the place indicated in the Order or at the signature of the certificate of acceptance if it is provided for in the Order.

ENTRUSTED GOODS

1. Entrusted Goods are provided solely for filling EREMS Orders and are considered on loan.

2. These goods remain the property of EREMS. They must be identified as such and stored as to avoid confusion with suppliers or third party goods. Any modification or destruction of Entrusted Goods shall be subject to the prior written approval of EREMS.

3. The supplier shall ensure surveillance of the Entrusted Goods and take all appropriate measures to protect against theft or damage. In case of direct or indirect infringement of Entrusted Goods, the supplier shall immediately notify EREMS in writing and take all necessary steps to defend the rights of EREMS concerning the Entrusted Goods.

PRICES – INVOICES – PAYMENT

1. The prices stated in the Order are firm and not revisable. Prices are DDP (ICC’s Incoterms®2010) to the delivery point indicated in the Order.

2. The prices are considered free from French VAT; revision of prices must result of amendment to the contract.

3. Invoices shall include the information in the Order that allows for identification and verification of the Supplies. Invoices shall be sent to the billing address listed in the Order and, unless otherwise agreed, not before delivery of the Supplies.

4. Unless otherwise agreed, invoices are payable no later than forty-five (45) days from the invoice date, subject to presentation of an invoice compliant with regulations in force and article 9.2.

5. The supplier cannot invoke the payment of an invoice to oppose objections of quantities and/or quality of corresponding deliveries emanating from EREMS, nor can the Supplier refuse to :

   • Repair or replace the Supplies at its own risk and expense,

   • Compensate EREMS for any damage resulting.

6. In case of late payment, late fees equal to three times the legal interest rate in France shall become payable on the day following the payment due date, combined, where appropriate, with a lump sum recovery fee.

7. EREMS shall be entitled to offset any sums for which the supplier is liable for any reason whatsoever.

WARRANTY – SUPPLIER’S OBLIGATIONS

1. The supplier agrees not to make any substitution or changes to the Supplies, including modifying the components, materials, process or place of manufacture, unless otherwise authorized by EREMS.

2. As an expert in its field, the supplier is responsible for the development, design (where the supplier has been entrusted therewith) and characteristics of the Supplies, as well as for the manufacturing process, the technical choices and for ensuring that the Supplies are suited for the intended use.
   The suppliers warrants that the Supplies:

   • Comply with the Order and with the professional rules, standards, laws and regulations applicable;

   • Are suited to be used for the tasks and in the manner intended, and offer the security that can be legitimately expected from them;

   • Contain no apparent or hidden defects or malfunctions;

   • Are free from third-party intellectual property rights.

3. Unless otherwise agreed, the warranty period is twelve (12) months from the date of delivery of the Supplies.

4. All replaced or repaired Supplies come with a new twelve (12) months warranty.

5. In case of defective or non-compliant Supplies, EREMS may (i) return them for a full refund or (ii) require repair or replacement. In the event of notice of refusal by EREMS, the Supplier will have to remove the Supplies at its own risk and expense within a period of eight (8) calendar days following the notice of refusal. EREMS might remove the Supplies by any mean at the Supplier’s own risk and expense.

6. If the supplier fails to meet its warranty obligations, EREMS reserves the right to perform or call upon a third party to perform the necessary repairs at the supplier’s expense.

7. The supplier shall compensate EREMS for any injury, material or immaterial damages, direct or indirect, suffered by EREMS due to defective or non-compliant Supplies; the supplier will take all actions required in order to prevent any damages.

INDUSTRIAL AND INTELLECTUAL PROPERTY

1. Where the Order entails or gives rise to intellectual property rights (patents, trademarks, designs, copyright), including over plans, drawings, software, tools, calculations, specifications and tests, catalogs, brochures, prototypes, etc. (collectively “Results”), title of Results is transferred to EREMS for the entire term of the intellectual property rights and in all countries. This transfer shall take place as and when the works are performed.

2. Accordingly, EREMS may – in all countries and for the entire legal term of the industrial property rights transferred –freely exploit, license or transfer Results for which it has assumed title. For Results protected by copyright (including software), the transfer to EREMS covers the right of representation, reproduction, translation, adaptation, modification, and reverse engineering, marketing, duplication and more generally, all use rights, for any purpose and for the legal term of protection.

3. Results become the exclusive property of EREMS, and the supplier agrees not to use them for any purpose other than fulfilling the Order. Upon request of the supplier, EREMS may, at its discretion and subject to conditions to be defined, grant the supplier a non-exclusive and non-transferrable right to use the Results.

4. For the legal term of the intellectual property rights and in all countries, the supplier shall grant EREMS free, non-exclusive, irrevocable and transferrable usage rights, with the right to sub-license, on the patents, software, processes and techniques developed independently of the Order that are necessary for use of the Supplies.

5. The supplier warrants that it holds the intellectual property rights on the Results referred to in Articles 11.1 and 11.2 and holds EREMS harmless against any third party claim related to these rights. As such, the supplier shall bear the cost of defending EREMS and all consequences, including fees and convictions that may arise for EREMS.

LIABILITY – INSURANCE

1. The supplier is responsible for any damage or loss suffered by EREMS or by a third party due to the failure to fulfill or inadequate fulfillment of the Order. Accordingly, the supplier shall compensate EREMS for all prejudices suffered and hold EREMS harmless against all third party claims.

2. The supplier agrees to take out and maintain a general liability insurance policy to cover damage that may be caused to EREMS property or personnel and shall provide proof of insurance upon request.

QUALITY ASSURANCE

1. The supplier endorse full responsibility of conformance- at least materialized in a certificate of conformity- of the Supplies to the specifications of the Order. Thus the supplier is required to notify EREMS of any non-conformance to the quality specifications of the Order as described by the “Quality requirements applying to suppliers” provided by EREMS with the Order, according to the Supplies category. The supplier will ensure internally that these requirements are taken into account to fulfill the Order, and will affect its potential subcontractors.

2. Any Quality plan established between the supplier and EREMS is relevant for the Supplies in object.

3. The supplier agrees to inform EREMS of any evolution of the Supplies in order to get EREMS approval.

4. EREMS conducts an annual performance review on a selected panel of suppliers. This review is based on compliance and deadline criteria with a request for action plan, and monthly monitoring is carried out.

CONFIDENTIALITY

1. All information that EREMS provides to the supplier for the purpose of fulfilling the Order shall be considered as strictly confidential, without EREMS having to specify or label it as such.

2. The information may only be used for the Order. The supplier shall take all necessary steps to ensure that no information is disclosed or revealed to a third party. No copies of the information may be made. The supplier will besides have to respect any specific instruction given by EREMS concerning the safety and protection of the confidentiality.

3. The Order cannot give rise to direct nor indirect publicity in any form unless prior written consent from EREMS.

ACCESS TO SUPPLIER AND/OR SUBCONTRACTOR FACILITIES

1. On reasonable notice and during business hours, the supplier shall grant EREMS authorized representatives and/or customers access to its facilities for the purpose of verifying Supplies and quality control.

ASSIGNMENT – SUBCONTRACTING

1. The supplier agrees not to transfer or assign all part of the Order as well as the rights and obligations thereunder to a third party without the prior written consent of EREMS.

2. The supplier agrees not to subcontract the Order. However, if the supplier is authorized to subcontract, it agrees to pass on the obligations contained in the Order to its subcontractors.

3. Notwithstanding EREMS authorization to subcontract, the supplier remains solely responsible vis-à-vis EREMS for outsourced manufacture of Supplies and may not invoke subcontractor failure to limit its liability. As such, the supplier is responsible for setting up the monitoring and control activities required to ensure compliance with the requirements.

TERMINATION

1. EREMS may terminate the order ipso jure by registered letter with acknowledgment of receipt in the following cases:

   • Failure of the supplier to remedy a breach of a material obligation within thirty (30) days after written notice sent by registered letter with acknowledgement of receipt requiring the remedy.

   • Force majeure event (as described in Art 18. below) lasting over one month from notification by one party to the other, without any compensation on both sides.

   • Supplier bankrupt and/or termination of business and/or in state of insolvency, and /or put in compulsory liquidation.

2. In addition, if the supplier fails to comply with articles 21 and 23, EREMS may immediately terminate the Order without penalty and without prejudice to the damages it is entitled to receive.

3. In the event of a breach of obligations of the supplier, EREMS may substitute him with free disposal of the ordered Supplies detained by the supplier (realized or in-process) by any mean and at the supplier expenses.

4. EREMS is entitled to enquire full or partial termination of the order by written notice sent by registered letter with acknowledgement of receipt for reasons of its own. In this event a compensation will be negotiated with the Supplier at the termination. This compensation will not in any case be higher than the amount of the expenses engaged specifically to fulfill the Order after deduction of paid invoices. EREMS will have ownership of all purchased materials and/or parts and/ or results and/or Supplies realized or in-process.

5. Upon reception of notice, the supplier must comply to all instructions given by EREMS.

FORCE MAJEURE

1. An event that is unavoidable, unpredictable and beyond the control of the parties shall be considered force majeure (art.1147 and following of French Civil Code).

2. The party shall immediately notify the other party, with written confirmation no later than fifteen (15) calendar days following the occurrence of a force majeure that prevents it from performing its obligations under the Order.

3. Obligations whose performance is rendered impossible due to force majeure are suspended for the duration of the event. The party invoking force majeure shall take all steps to limit the negative impact of the event on the other party.

APPLICABLE LAW – DISPUTE SETTLEMENT

1. Orders hall be governed by the laws of France. The parties expressly waive application of the 1980 Vienna Convention on the international sale of goods. Any dispute between the parties shall be referred to the courts within the jurisdiction of the Toulouse Court of Appeal (Cour d’appel de Toulouse).

LABOR LAW

1. The supplier guarantees strict compliance to French and local enforceable social legislation. If the Supplies are manufactured in France, the supplier agrees to comply with the legislation on hidden labor.

ETHICS

1. The supplier agrees to adopt the ethics rules of the United Nations Global Compact in the conduct of its business. The supplier acknowledges having read and agrees to comply with the code of Ethics available at http://www.unglobalcompact.org.

STAFF AWARENESS

1. The supplier must ensure that its personnel are made aware of their contribution to the conformity of the product or service, their contribution to the safety of the product, the importance of ethical behavior.

REACH

1. The supplier declares that it is in compliance with the provisions of Regulation (EC) No 1907/2006 (“REACH”). The supplier therefore agrees that it and/or its subcontractors have registered all substances requiring registration under the REACH regulation that are used in production and/or incorporated into the Supplies. The supplier shall also communicate to EREMS the safety data sheets produced pursuant to article 31 of REACH, or if a safety data sheet is not required, all information required in articles 32 or 33 of the regulation.

SPECIFIC CONDITIONS FOR INTERNATIONAL PURCHASES

1. For Supplies obtained outside European Union unless otherwise agreed, delivery of Supplies is made DDU (ICC’s incoterms®2010).

2. For Supplies obtained inside European Union, prices are considered free from French and/or national VAT. The supplier commit to refer in writing Intl VAT Number of the buyer on the invoice. In the absence of this number on the invoice, Supplies are supposed including all taxes therefore the supplier is liable for any VAT and taxes owed in any country.

3. Foreign suppliers will pay for all other taxes owed accordingly to their national laws.

CHANGE OF THE SUPPLIER LEGAL SITUATION

1. The supplier commit to inform EREMS of any noticeable change that may occur in its capital ownership such as takeover, acquisition, merger, division, as well as any sentence such as judicial reorganization and/or liquidation.

ON-SITE INTERVENTION

1. In case of on-site intervention at EREMS facilities, the supplier and any of its eventual subcontractors acknowledge having read and agree to comply with EREMS internal code of conduct as well as the security rules. They will behave accordingly to their status of supplier and subcontractor during their presence on-site.

MISCELLANEOUS

1. EREMS may revise these General Terms and Conditions at any time.

2. If any part of these General Terms and Conditions is held invalid or unenforceable, the remaining provisions shall not be affected

3. Any failure of EREMS to enforce any of its right arising from these General Terms and Conditions shall not constitute a waiver nor prejudice the rights to enforce such provisions at any subsequent time.