CONDITIONS OF PURCHASE

ARTICLE 1 – PURPOSE AND SCOPE

These general terms and conditions of purchase (the “GTCP”) apply to all orders for products (the “Product(s)”) or the provision of services (the “Service(s)”) (together, the “Order”) made by companies in the GERARD PERRIER INDUSTRIE group, namely any French subsidiary within the meaning of Article L. 233-1 of the French Commercial Code, including AECE GROUP, AEVA, AQUITAINE ELECTRONIQUE, ARDATEM, EFGPI, GERAL, GIE GROUPE GERARD PERRIER INDUSTRIE, OPSIS, R3EA, SEIREL AUTOMATISMES, SERA, SOTEB, SOTEB NATIONAL ELEKTRO and TECHNISONIC (“GPI”) with a supplier or service provider (the “Supplier”).

The GTCP may be supplemented by special conditions as long as they meet all of the following requirements: (i) they are in writing; (ii) they are duly signed by the parties’ authorised representatives; and (iii) they formally state that their purpose is to depart from certain provisions of the GTCP. Any clause that conflicts with the GTCP that has not been formally accepted by both parties will be deemed not to have been written.

The Order consists of the following contractual documents:

• the Order;
• any special conditions agreed between the parties and their appendices;
• GPI’s specifications, if any;
• GPI’s code of conduct, available at the following address https://www.gerard-perrier.com/ethique-conformite/?
• the GTCP, including their appendix, where applicable; and
• the Supplier’s business proposal and terms and conditions of sale.

If there is a conflict between them, the contractual documents will prevail over one another in the order in which they are listed above.

ARTICLE 2 – ACCEPTANCE OF THE ORDER

2.1 Orders are deemed to have been accepted on the date on which receipt of the Order is acknowledged. The Supplier must check that GPI’s own Order number (SAP number) is shown before acknowledging receipt of the Order. It will inform GPI if there is no such number. If receipt is not acknowledged within five (5) business days, the Supplier is deemed to have accepted the Order. The Supplier will also be deemed to have unreservedly accepted the Order and the GTCP if it begins to fulfil the Order. GPI may cancel the Order as long as it has not been accepted by the Supplier.

2.2 Orders accepted by the Supplier constitute firm and final commitments.

2.3 As a professional in its field, the Supplier is responsible for checking that GPI’s requests are coherent and for advising GPI whether the Order is suitable for meeting its desired objectives. The Supplier is also responsible for requesting any relevant further information and/or clarifications from GPI if the information provided is ambiguous, to ensure that there are no errors or omissions that could result in the improper or incomplete fulfilment of the Order and for making any comments that seem appropriate on any document sent to it by GPI.

As a result, any reservation made by the Supplier after receipt of the Order has been acknowledged may only be taken into account with GPI’s written agreement.

ARTICLE 3 – CHANGES TO ORDERS

GPI reserves the right during fulfilment of the Order to make any changes that it deems helpful or necessary having regard to the circumstances and within a reasonable period. The Supplier undertakes to make the changes requested, which will be compensated according to the pricing structure specified in the Order and performance of this will be governed by the GTCP.

ARTICLE 4 – DEADLINES

4.1 Deadlines

The Supplier must deliver the Product(s) or perform the Service(s) within the deadline(s) and, where applicable, within the delivery time slot stated in the Order. The default position is that the deadlines stated in the Order are fixed. The Supplier must obtain GPI’s prior written consent to any early delivery.

4.2 Lateness penalties

4.2.1 Any period of delay in fulfilling the Order that extends beyond the contractual deadlines will automatically entitle GPI to charge late payment penalties.

4.2.2 Unless otherwise agreed between GPI and the Supplier, the amount of the late payment penalty is set at one (1) % of the total amount excluding tax of the Order per business day of delay. This amount is capped at ten (10) % of the amount of the Order excluding tax.

4.2.3 Penalties are due on submission of the invoice. If GPI chooses, payment may be made by offsetting them against the amounts due to the Supplier in accordance with the rules of legal compensation under Articles 1347 et seq. of the French Civil Code.

4.2.4 The application of late payment penalties does not release the Supplier from its obligation to fulfil the Order in full and the Supplier may not be deemed to have been released from its contractual obligations.

4.2.5 If a delay exceeds seven (7) calendar days, GPI may apply Article 7 of the GTCP.

ARTICLE 5 – DELIVERY/ACCEPTANCE

5.1 Obligation to achieve a specific result

5.1.1 The Supplier undertakes to fulfil the Order in line with the quantity and quality requirements, under an obligation to achieve a specific result, and to generally warrant that the Products and/or Services will be fit for their intended purpose and the rules and regulations in force.

5.1.2 In general, the Supplier must notify GPI of any event of which it is aware that may significantly affect the Order delivery schedule.

5.1.3 GPI and, in particular, its quality assurance department, reserves the right to perform, or to have a third party perform, at GPI’s own expense, an audit on the premises and/or production sites that are used to fulfil the Order to check that the Supplier is complying with its contractual undertakings. If an audit takes place, the Supplier undertakes to give the staff of GPI, its clients or third parties access to its premises and sites and to provide any information or documentation that GPI or the third party may request. The Supplier may be made liable for the cost of these audits if the Supplier has committed a contractual breach that is identified during these audits.

5.2 Acceptance of Products

5.2.1 GPI will confirm acceptance on delivery of the Products. Acceptance does not release the Supplier from its liability, in particular regarding the conformity of the Product(s) to which the Order relates.

If the Order involves Product installation, acceptance occurs once both parties have signed an acceptance report.

5.2.2 GPI may return any non-conforming Products at the Supplier’s expense. The Supplier undertakes to send the conforming Products as soon as possible and no later than within thirty (30) calendar days of the date on which GPI dispatches the Products being returned, unless the parties agree otherwise in writing. Once this period has elapsed, GPI will apply the provisions of Article 7 of the GTCP.

5.3. Acceptance of a Service

5.3.1 The Supplier will inform GPI when the Services have been completed and ask it to complete the acceptance procedures within a time frame specified in the Order.

The acceptance procedures, performed by GPI or its duly authorised representative, record the provision and proper completion of the Services, the provision of the contractual documents and, where applicable, withdrawal from the building site and making good the condition of the site by the Supplier.

The Services are subject to an acceptance report signed by both parties.

5.3.2 If the Service does not meet the specifications contained in the Order, GPI may refuse to accept it.

Conditional acceptance may be given where GPI notes that minor parts of the Service have not been completed. Where applicable, the Supplier’s invoice will only be paid up to the value of the Services accepted.

The Supplier must perform the necessary work at its own expense to enable the conditions to be lifted regarding the Service within the deadlines set by GPI.

5.3.3 GPI may also apply Article 7 of the GTCP in respect of non?conforming Services.

ARTICLE 6 – PRICE AND PAYMENTS

6.1. Setting the price

6.1.1 Unless otherwise stated in the Order, prices will be calculated in euros excluding tax. They are fixed, firm and final and may not be amended after the Order date unless the parties agree otherwise. Any note to the contrary in the acknowledgement of receipt of the Order is deemed not to have been written. The special conditions may, where applicable, provide for the prices to be revised by applying one or more specified indices, set by agreement between GPI and the Supplier.

6.1.2 When setting the price, the Supplier is deemed to have taken account of the vagaries inherent to its profession and the nature of the Order. No price supplement may be invoiced without GPI’s prior written consent.

6.1.3 Unless otherwise specified in the Order, prices cover follow-up activities, perfect performance of the Order, compliance with the contractual provisions and, where applicable, include the costs of travel, accommodation, meals, all taxes excluding VAT, any customs charges and technical and bank guarantee costs. More generally, and unless specifically mentioned in the Order, prices include costs relating to delivery of the Products to the destination stated in the Order on the Incoterms rules specified in that document.

6.1.4 GPI reserves the right to require, either in the Order or in the special conditions, the Supplier to put in place security (guarantee or first demand guarantee), or to withhold payment, in order to guarantee fulfilment of the Order.

6.2. Invoicing

6.2.1 The Supplier will issue a single copy of each invoice, which must comply with the applicable legal and regulatory provisions. It must mention the Order number and be sent to the invoicing address stated on the Order.

6.2.2 Invoices will be paid when they fall due subject to (i) how much progress has been made in relation to the Order in line with the performance schedule; and (ii) acceptance of the Order in accordance with its terms. GPI may withhold payments until all conditions are lifted in full. In this case, GPI will justify this to the Supplier in writing on receipt of the Service.

6.2.3 Where a payment is linked to the completion of a stage of the Order, payment of the corresponding invoice is subject to the stage being fully and effectively completed and, where applicable, to provision of the corresponding receipt in accordance with the terms set out in the Order or the special conditions.

6.3 Payment terms and deadlines

Unless there is a mandatory legal provision to the contrary, invoices will be paid by bank transfer to the account details provided with the first order within sixty (60) days of the invoice date, subject to the corresponding invoices being compliant and stating the Order number, supported where applicable by the necessary evidence.

No payment will be made until the Supplier has provided GPI with the documents mentioned in the Order and Article 14 of the GTCP. Any transfer to a different account will be solely at the Supplier’s own risk.

6.4 Late payment

If payment is late and GPI does not dispute or contest the relevant invoice, the Supplier may apply late payment interest that may be no greater than three times the legal interest rate in force in France and will be entitled to payment of a fixed lump sum to compensate for the costs of recovery in the amount of forty (40) euros.

ARTICLE 7 – TERMINATION OF ORDERS

7.1 Termination due to a breach

7.1.1 If a contractual breach occurs, particularly a delayed delivery or non-conformity, GPI may automatically terminate all or part of the Order and appoint a third party to continue to fulfil the Order at the Supplier’s expense after a period of thirty (30) calendar days following the sending of a registered letter with acknowledgement of receipt, giving formal notice to the Supplier that it must properly fulfil the Order, where the breach has not been remedied.

Termination is confirmed by sending a notice to the Supplier by registered letter with acknowledgement of receipt. Termination will be effective from the date on which the Supplier receives the notice from GPI or when it is first submitted to the Supplier.

7.1.2 If the Supplier commits a serious or repeated breach, GPI may terminate the Order in full or in part by registered letter with acknowledgement of receipt. The following breaches are deemed to be serious:

– failure to comply with the security and workforce protection rules;

– failure to comply with Article 14 of the GTCP;

– subcontracting or assignment of all or part of the Order without GPI’s prior authorisation and approval;

– breach of the confidentiality obligation; or

– failure to insure.

Termination will be effective from the date on which the Supplier receives the notice from GPI or when it is first submitted to the Supplier unless otherwise stated in that letter.

7.2 Consequences of the termination

7.2.1 The Supplier will need to return or destroy, at GPI’s choice, all equipment and/or documentation provided to it by GPI by a deadline agreed with GPI.

7.2.2 GPI will issue a termination statement that will identify the amounts to be debited from and/or credited to the Supplier. In the termination statement, the Supplier may not, under any circumstances, receive an amount greater than what would have fallen due to it if the Order had been completed in full, excluding late payment interest. The Supplier may not claim any compensation if the Order is terminated due to its own breach.

Where the Services are paid for in instalments as the work progresses, no compensation will be due to the Supplier as a result of early termination. GPI will pay for the parts of the Services actually performed based on the contractual rate and how far the Services have progressed at the actual termination date.

When a fixed price is paid for the Services, GPI will pay the Supplier an amount calculated on a pro rata temporis basis or an amount corresponding to the parts of the Services actually provided as at the effective date of termination.

7.2.3 If the Supplier is in breach, any costs, including the costs of a third party assuming responsibility for the Order, supplementary costs and penalties incurred by GPI due to the breach will be invoiced to and/or deducted from amounts due to the Supplier.

7.2.4 The Supplier undertakes to send free of charge to GPI or any third party appointed by it all documents, information and know-how necessary for GPI or a third party appointed by it to fulfil the Order in optimal conditions.

7.2.5 The application of this Article does not prevent GPI from claiming any damages to compensate for the loss suffered.

7.2.6 Termination of the Order does not terminate the obligations that survive by virtue of their nature, including the obligations contained in Articles 11, 12, 15, 17 and 20 of the GTCP.

ARTICLE 8 – WORKFORCE PROTECTION – SAFETY

8.1. The health and safety of staff are integral to proper fulfilment of the Order. The Supplier will need to have the technical, regulatory and administrative authorisations both for itself and its staff to fully complete the Order and to prove this when GPI first asks it to do so. The Supplier is responsible at its own expense, for as long as the Order is being fulfilled and in the context of the laws and regulations relating to workforce protection and GPI’s specific instructions, for taking all special safety measures having regard to the nature of the Order, and for having any specific medical checks and examinations performed when these are mandatory for certain activities.

8.2. Where the Supplier’s staff are present on GPI’s premises and/or those of one of GPI’s clients, fulfilment of the Order is subject to the provisions of the French Labour Code relating to the specific health and safety requirements applicable to work performed on-site by an external company. The Supplier’s staff must comply with the health and safety rules and the internal regulations of GPI and/or GPI’s client.

8.3 No work may commence without a prevention plan, as described in Article R.4512-7 of the French Labour Code, or a work authorisation in its stead.

ARTICLE 9 – EQUIPMENT PROVIDED

9.1 The Supplier is responsible for the preservation, maintenance and use of any equipment whatsoever provided by GPI. In particular, it undertakes to identify the equipment provided in accordance with GPI’s instructions, if any.

9.2 GPI continues to own any equipment it provides. However, the risks regarding the equipment are transferred to the Supplier, which accepts responsibility for repairing or replacing the equipment if it deteriorates for reasons not attributable to its nature. This equipment is deemed to be in perfect condition unless it is found otherwise in a joint examination.

9.3 Unless the deterioration has been caused by the nature of this equipment, the Supplier will return it to GPI after having restored it to its original state when GPI first asks it to do so or when the Order has been fulfilled or upon termination of the Order for any reason whatsoever, at its own expense.

If the equipment supplied by GPI is not returned or has deteriorated, the Supplier will need to compensate GPI in an amount equal to the replacement cost “as new”, without making a deduction for wear and tear of the equipment concerned, as at the date on which the equipment should have been returned.

ARTICLE 10 – TRANSFER OF TITLE AND RISK

10.1 Products

UNLESS SPECIFIED TO THE CONTRARY, PRODUCTS ARE TRANSPORTED AT THE SUPPLIER’S RISK BEFORE UNLOADING AT THE PLACE OF DELIVERY.

TITLE WILL BE TRANSFERRED WHEN THE PRODUCTS TO WHICH THE ORDER RELATES ARE DELIVERED. NO RETENTION OF TITLE CLAUSE STIPULATED BY THE SUPPLIER WILL BE VALID UNLESS AGREED IN WRITING OTHERWISE.

10.2 Services

The Supplier bears the risks relating to the Services until the acceptance report is signed, at which point the risks are transferred to GPI.

Title will be transferred as and when the Services are completed.

ARTICLE 11 – WARRANTIES – OBSOLESCENCE

11.1 In addition to its legal warranties, the Supplier gives a commercial warranty for a period of two (2) years following the date on which GPI unconditionally accepts the Products or Services. During this period, the Supplier undertakes to fully remedy all faults causing non-compliance with the technical specifications of the Order, together with any error, faulty workmanship, apparent or hidden defect or faulty operation that comes to light during this period. The Supplier will bear all replacement, labour, transportation and other costs resulting from the implementation of this warranty. This commercial warranty is included in the price of the Order.

The warranty period is automatically extended by the length of any periods for which the Products or Services under warranty are unavailable.

Replacement parts are under warranty for two (2) years from the date on which they are accepted.

The Supplier undertakes to implement this warranty within a reasonable time frame, including any expert examination of the Product.

11.2 Unless the parties have agreed special conditions, the Supplier undertakes to inform GPI at least six (6) months in advance of the end of manufacturing or withdrawal of the Product from its catalogue to enable GPI to make a last buy order for the Products.

ARTICLE 12 – LIABILITY

The Supplier undertakes to assume unlimited liability for all consequences of loss of any kind that itself, its staff, any of its subcontractors or the staff of its subcontractors, GPI, GPI’s staff or third parties could incur or that their property could suffer due to a breach, omission, insufficiency or error of the Supplier, its staff or subcontractors or the staff of its subcontractors when fulfilling the Order.

ARTICLE 13 – INSURANCE

13.1 The Supplier undertakes to enter into and maintain valid for as long as the Order is being fulfilled and until the end of the warranty period, at its own expense, the necessary insurance policies covering the risks and liabilities incurred due to the Order.

13.2 The Supplier will, on first request, send GPI proof of its professional and general civil liability insurance and, where applicable, builders’ ten-year liability insurance, issued by an insurer that is known to be solvent, dated within the last six (6) months, giving details of the cover provided and the amount.

13.3 The reference to the amounts covered under the insurance policy does not, in any event, amount to a waiver by GPI of its ability to claim compensation from the Supplier for the loss suffered in excess of these amounts nor does it amount to any limitation of liability.

ARTICLE 14 – COMPLIANCE WITH THE LAW, REGULATIONS AND PRACTICES IN FORCE

14.1 To fulfil the Order in full and without interruption, the Supplier represents that it has:

• sufficient technical skills, qualifications and resources in accordance with the applicable regulations and best practice;
• sufficient financial capacity and staffing resources; and
• the necessary authorisations, permits and approvals.

14.2 The Supplier represents that it complies with the rules relating to:

1. the fundamental rights of humans, particularly the ban on child labour and on any other kind of forced or compulsory labour and on any kind of discrimination within its company or as regards its suppliers or subcontractors;
2. embargoes, arms and drug trafficking and terrorism, in particular the obligations under the International Traffic in Arms Regulations (ITAR) [the US regulation on arms trafficking];

• trade, import and export licences and customs;

1. “conflict minerals”;
2. the health and safety of staff and third parties;
3. work, immigration and the prohibition on clandestine work;

• the European and French regulations on environmental matters;
• financial offences, including corruption, fraud, influence trafficking (or an equivalent offence under any applicable domestic law), embezzlement, theft, misuse of corporate assets, counterfeiting, forgery and the use of forgeries and any related offence;

1. anti-money laundering;
2. competition law;
3. the social security and tax legislation and that it has paid the corresponding amounts (taxes, charges and contributions).

The Supplier guarantees the good conduct of its staff and the staff of any of its subcontractors, especially with regard to compliance with the aforementioned law, standards and rules.

14.3 In accordance with the French regulations on the duty of vigilance and Article L.8222-1 et seq. of the French Labour Code, the Supplier undertakes to provide GPI will the following documents prior to any Order:

• proof of registration;
• a certificate of compliance with social security obligations;
• a certificate of tax compliance;
• a list of foreign employees; and
• a certificate of civil and professional liability insurance.

These documents must be provided to GPI every six (6) months for as long as the Order is being fulfilled by the Supplier.

The Supplier must upload these documents to the Actradis (www.actradis.fr) platform provided by GPI.

ARTICLE 15 – INTELLECTUAL PROPERTY

15.1 The Supplier assigns GPI all intellectual property rights, including any copyright together with any designs and models, marks or patents filed (“Intellectual Property Rights”), over all Products or Services that are specifically developed for GPI, and over the plans, studies, manuals and documents associated with those Products or Services.

In this context, the Supplier assigns, and warrants that any of its subcontractors will assign, exclusively for the benefit of GPI, all exploitation rights for these Intellectual Property Rights, including reproduction, representation, translation, adaptation and commercialisation rights on all media and for all exploitation methods. This assignment is granted for the entire term of the Intellectual Property Rights, worldwide and in all languages. This transfer will occur as and when the Order has been completed.

The price of the Products or Services includes the purchase of these Intellectual Property Rights.

15.2 If the Order includes non-specific Products or Services that are protected by Intellectual Property Rights (including non?specific plans, manuals, documents or software), the Supplier assigns to GPI, at no additional cost, any Intellectual Property Right necessary for the unencumbered exploitation of the Products or Services, namely a non-exclusive personal right of use worldwide for the entire duration of the use that may be transferred to any third party to which the Products or Services are assigned or granted.

15.3 The Supplier will hold GPI harmless against any third-party claim resulting from Intellectual Property infringements that would affect the deliverables, Product(s) and/or Service(s) and is liable to GPI for any resulting damage, including the costs of legal advice. Furthermore, the Supplier undertakes, at its own expense, to adapt any deliverables, Product(s) and/or Service(s) that infringe the Intellectual Property Right(s) of a third party or to replace them with equivalent deliverables, Product(s) and Service(s). If this would not be possible, GPI may terminate the Order, without prejudice to any damages that it may claim as a result of the loss suffered.

ARTICLE 16 – FORCE MAJEURE

16.1 No party may be held liable for delay, failure to perform or any other breach of its obligations in relation to the Order when this is the result of a force majeure event. A force majeure event is deemed to occur when there is any event outside the obligor’s control, which could not have been reasonably foreseen when the contract was entered into and the effects of which could not be prevented by taking appropriate steps, in accordance with Article 1218 of the French Civil Code. Supply problems, component shortages, employee movements or strikes of the Supplier’s staff or the staff of its subcontractors are not deemed to amount to force majeure events.

16.2 The party relying on a force majeure event must immediately inform the other party of this as soon as it occurs by any available method and describe the circumstances causing that force majeure event.

16.3 The Supplier will use its best efforts to minimise any interruption due to a force majeure event. If the Order is suspended due to the occurrence of a force majeure event, GPI reserves the right to appoint a third party for the duration of the force majeure event at no cost to the Supplier. Where applicable, the Supplier may not claim payment for all or part of the Order where fulfilment has been entrusted to a third party for as long as the Order has been suspended, nor may it claim compensation from GPI for any reason whatsoever.

16.4 Where a force majeure event occurs, the parties’ obligations will be suspended for the duration of that event and will recommence when this ends.

16.5 If the Order is interrupted due to a force majeure event for a period longer than thirty (30) calendar days, GPI may notify the Supplier by registered letter with acknowledgement of receipt of the immediate termination of the Order, without this giving rise to any compensation whatsoever.

ARTICLE 17 – CONFIDENTIALITY – PUBLICITY

17.1 Any information of any nature whatsoever, including commercial and technical information, disclosed between the parties at the time of the Order or while it is being fulfilled, continues to be owned exclusively by the disclosing party. The party receiving the information will only use it for the purposes of the Order and will return it to the other party after the Order has been fulfilled. The party receiving the information undertakes to keep it strictly confidential for ten (10) years after the Order has been fulfilled, and to provide it only to employees who need to be aware of it in order to fulfil the Order. These employees will be required to treat it confidentially and to refrain from disclosing it to any third party without having obtained the prior written consent of the disclosing party.

For the transfer of confidential information, the Supplier undertakes to use any specific tool that may be provided to it by GPI and to procure that any third party to which it transfers this information does the same.

17.2 The Supplier may not publish, advertise or disclose any information relating to the Order unless it receives GPI’s prior written consent.

ARTICLE 18 – ASSIGNMENT – SUBCONTRACTING

18.1 The Supplier may not assign all or part of its obligations without GPI’s prior written consent. Any direct or indirect change of control of the Supplier’s share capital will amount to assignment of the Order.

18.2 In accordance with Article 3 of French Act No. 75-1334 of 31 December 1975, where the Supplier intends to subcontract all or part of the Order, it must, when making the offer, and for the entire duration of fulfilment of the contract, obtain GPI’s approval of each subcontractor and its payment terms.

18.3 If subcontracting occurs, the Supplier remains fully liable for fulfilment of the Order, even in respect of the subcontracted part.

18.4. The Supplier undertakes to pass on all of the obligations under the GTCP that would apply to it to all of its own suppliers and subcontractors.

18.5 The Supplier must procure that its subcontractors comply with the information security rules and the rules and instructions applicable to GPI staff in relation to discipline and safety. Subcontractors must sign the prevention plan, where applicable, work authorisations are provided to each subcontractor. The Supplier will guarantee to GPI that its subcontractors will comply with these rules.

ARTICLE 19 – COMPLIANCE IN RELATION TO IMPORTS AND EXPORTS AND REGULATORY COMPLIANCE

19.1 The Supplier must obtain all export permits and/or licences necessary to sell the Products, Services, software or information to GPI.

19.2 GPI and the Supplier each undertake to comply with all applicable government regulations regarding imports, exports, the transfer and re-exportation of information, software and/or Products and/or Services of GPI or the Supplier. Without limitation to the above, neither GPI nor the Supplier may disclose or provide information, software, Products and or Services of GPI or the Supplier covered by this contract in a way that would contravene import and export laws and regulations. GPI and the Supplier acknowledge that these laws and regulations impose restrictions on the import, export, transfer and re-export of certain categories of information, software and Products and/or Services intended for third countries, and that it may be necessary to obtain permits/licences from the relevant regulatory body before being able to disclose or provide this information, software and Products and/or Services from GPI or the Supplier under this contract, and that these permits/licences may impose additional restrictions regarding the use, disclosure or provision of this information, software, Products and/or Services of GPI or the Supplier.

19.3 In relation to both national and international transactions, the Supplier must provide GPI with the information necessary for export classification of all the Suppliers’ Products, Services, software and information sent to GPI. The information needed to classify the export comprises the control number applicable to the export, the country of origin and the harmonised tariff code. GPI will provide the Supplier with similar information needed for export classification of the relevant items and/or information from GPI, which GPI has been responsible for designing. GPI and the Supplier will promptly inform one another of any changes made to the classification information.

19.4 If the Supplier is established in the United States of America and will manufacture or export defence equipment for GPI, the Supplier will first register with the Directorate of Defense Trade Controls of the US State Department pursuant to Article 122.1(a) of the International Traffic in Arms Regulations (ITAR) [the US regulation on arms trafficking].

19.5 For Products, Services or information that is subject to export control regulations in the USA, including but not limited to the ITAR, the Supplier must only employ and give access to US citizens, permanent residents of the USA or citizens of other countries for which the Supplier has previously requested, and for which GPI has obtained, the approval or the US State Department or US Department of Commerce, as applicable. The Order may be immediately suspended or cancelled if unauthorised access to these Products, Services or information is permitted. Article 7 of the GTCP will then apply.

ARTICLE 20 – DATA PROTECTION

The parties undertake to comply with the applicable legislation in relation to the protection of personal data as set out in the French Data Protection Act of 6 January 1978, as amended, and Regulation (EU) 2016/679 of 27 April 2016 (the “GDPR”).

The parties undertake:

• to only use personal data that is strictly and solely necessary to fulfil Orders;
• to refrain from storing any copies or from reusing any personal data in a context other than for the Service set out in the contract;
• to implement all necessary security measures in order to protect this type of data;
• to erase this information at the end of the retention period agreed between the parties or by the legal deadline and to confirm in writing that this erasure has actually occurred;
• to comply with a confidentiality obligation by implementing an access control policy that restricts data access to authorised persons and by making it impossible to disclose the data provided or made accessible;
• to respond to data subjects’ requests regarding their rights of access, rectification, erasure, restriction or objection.

Furthermore, each party undertakes to notify the other party of any data breach that has an impact on the processing of this data within 72 hours of having become aware of it.

As part of managing their respective client/supplier accounts, the parties may provide the contact details of the people responsible for managing their commercial relationships, and each party will therefore be acting as independent data controllers.

If other personal data processing is expected to be involved, the parties will need to negotiate and sign an agreement setting out the terms on which this new processing will take place.

The special case of data transfers outside the European Union:

If the Supplier is based outside the European Union in a country with an inadequate level of data protection, the parties must sign an agreement containing the standard contractual clauses approved by the European Commission.

If the parties transfer personal data outside the European Union, they undertake to ensure, using all means (such as standard contractual clauses and Binding Corporate Rules), that this transfer is compliant.

ARTICLE 21 – CYBERSECURITY

21.1 Before any Order is made, GPI reserves the right to audit the Supplier’s information systems to meet a client’s requirements.

21.2 The Supplier undertakes to notify GPI of the contact details of the person responsible for its information systems before any Order is made and to update this information where applicable.

21.3 If the Supplier’s information systems are compromised, GPI must be immediately informed by writing to cybersecurite@gerard-perrier.com

GPI also reserves the right to hold the Supplier liable in the event of loss caused to GPI following the compromise of the Supplier’s information system.

ARTICLE 22 – MISCELLANEOUS

22.1 The fact that one party does not assert the benefit of a clause of these GTCP or any other contractual provision does not amount to a waiver by it of the benefit of this clause.

22.2 If one or more provisions of the GTCP turn out to be void in view of an applicable law or decree or a final court ruling, they will therefore be deemed not to have been written. However, the other provisions will remain in full force and effect.

ARTICLE 23 – DISPUTES – APPLICABLE LAW

The Parties expressly agree that the contractual documents are subject to French law, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.

The Supplier and GPI must first attempt to resolve any dispute relating to the formation, validity, interpretation, performance, termination or cancellation of any of the contractual documents amicably. Where an amicable solution cannot be reached, the dispute must be brought exclusively before the Lyon Commercial Court, even where there are multiple respondents or warranty claims.