1 - PREAMBLE / DEFINITIONS / CONTRACTUAL DOCUMENTS These GENERAL TERMS AND CONDITIONS OF PURCHASE shall apply, in the absence of a specific contract duly signed by the Parties, to any purchase by TEEC by means of an order referring to these GENERAL TERMS AND CONDITIONS OF PURCHASE. In the following: - TEEC" means TEEC, whose registered office is located at 29 Avenue de la Division Leclerc 92160 ANTONY - France, a simplified joint stock company registered with the Nanterre Trade and Companies Register (RCS) under number 519 481 089. - GTC" means these GENERAL PURCHASE CONDITIONS. - Order Form" means the document issued by TEEC for the ordering of the designated services. - Order" means all contractual documents governing the relationship between TEEC and the Service Provider for the purchase of services, including the Purchase Order and these GPC, - Deliverables" means all software, settings, installations, test or training environments or preparation for exams or certifications, documents, course materials, books, training approvals, information, in electronic and/or paper format, that may be required by the Order. - "Party" or "Parties" means individually the Provider or TEEC and collectively the Provider and TEEC. - "Contractor" means TEEC's co-contractor for the Order. - Acceptance" means the act by which TEEC accepts the Services (with or without reservations) and acknowledges that the Provider has fulfilled its obligations under the Order. - Representatives" means any directors, officers, employees or agents of the Provider or TEEC duly authorised by the Provider or TEEC. - Outcome" means that which results from the performance of the Services by the Service Provider. The Result includes such Deliverables as may be required by the Order. - Subcontractor(s)" means any person or company to whom the Service Provider has entrusted the performance of part of the Order by way of a contract of employment. - Service(s)" means all services, tasks, obligations and duties to be provided by the Service Provider as specified in the Order, in particular in the technical specifications relating thereto, including documentation, Deliverables where applicable, as well as all ancillary services and works and/or equipment necessary or appropriate for the performance of the Services or complementary thereto. - Site(s)" means the location(s) defined by TEEC where the Services are to be performed by the Service Provider, other than its premises. The location of the Site(s) shall be specified in the Order. These GTC shall prevail over any of the Provider's general terms and conditions of sale, which the Provider expressly waives. The Service Provider expressly acknowledges having read these GTC, which are applicable between the Parties and form part of the Order, and the Service Provider's response to TEEC's consultation shall constitute the Service Provider's unreserved acceptance of these GTC. Amendments to and deviations from these GTCs shall only apply if agreed in writing by the Parties and shall only apply to the Order in question and shall not apply to other orders. Verbal undertakings and agreements shall have no effect until they are agreed in writing between the Parties. TEEC shall not be liable for the performance by the Service Provider of any oral Order or any oral amendment to the Order. The provisions of this Order shall prevail over any other agreement that may have previously been made between the Parties in relation to the Services. The invalidity, lapse, non-bindingness or unenforceability of any provision of the Order shall not render null and void, invalid, non-binding or unenforceable the other provisions of the Order, which shall remain in full force and effect, unless the Party intending to rely on such invalidity, lapse, non-bindingness or unenforceability can prove that such provision was the impetus and determining factor in its desire to contract. 2 - FORMATION OF THE ORDER / ACKNOWLEDGEMENT OF RECEIPT / ACCEPTANCE OF THE ORDER BY THE PROVIDER 2.1 Formation of the Order All Orders must be in writing. To this end, TEEC and the Service Provider acknowledge and agree that the formation of the Order and the management thereof, including written communications and notices between TEEC and the Service Provider, may be carried out by or as a result of an electronic process. For this purpose, the e-mail addresses of TEEC and the Provider shall appear in the Order. Within forty-eight (48) hours from the date of receipt of the Order, the Provider shall formally and unreservedly acknowledge receipt of the Order to TEEC by fax, e-mail or post. Unless specifically stated otherwise in the Purchase Order, the Provider may not impose on TEEC any conditions precedent to the performance of the Purchase Order. The Provider shall comply with the description of the Services as presented by TEEC in the Order. It may not modify them under any circumstances. No price supplement shall be granted to the Provider if it performs additional services or services different from the terms of the Order, unless TEEC gives its prior written consent. 2.2 Corrections In addition, within two (2) working days from the date of receipt of the Purchase Order, the Service Provider shall inform TEEC in writing if it finds that the Order documents are incomplete or contain errors, anomalies or omissions that are detectable by a person in the know. The Contractor shall submit for TEEC's approval any corrections it considers necessary, which shall not result in any change in the quality of the Services, any change in the price of the Order or any change in the deadlines for performance of the Services. TEEC shall notify the Service Provider of its agreement or rejection of the proposed corrections within a reasonable period of time. If the proposed corrections are accepted, the Service Provider shall perform the Order within the timeframe initially specified in the Order. If the Contractor refuses to accept the proposed corrections, the Order shall be deemed null and void, without notice or compensation to the Contractor, unless the Parties agree to such corrections and to the new terms of the Order, in which case an amendment signed by the Parties shall be drawn up. If the Provider fails to provide information and/or advice under this section, the Provider shall bear all associated costs and waives any claim against TEEC. 2.3 Acceptance The signing of the Purchase Order by the Provider, or the commencement of performance of the Purchase Order if accepted by TEEC, shall constitute acceptance of the Purchase Order by the Provider in its entirety. Acceptance of the Order does not imply any exclusivity in favour of the Service Provider. By accepting the Order, the Service Provider acknowledges that it has received from TEEC all the information it requires to perform the Order. The Service Provider shall not be entitled to rely on any lack of information whatsoever when it could have obtained such information at its request. 2.4 Changes If the acceptance of the Order by the Service Provider contains one or more reservations or if the corrections proposed by the Service Provider pursuant to Article 2.2 result in a change to the Services, the price or the timeframe of the Order, TEEC may deem the Order not to have been accepted by the Service Provider and reserves the right to cancel the Order without prior notice or any compensation to the Service Provider. 3 - CHANGES TO THE SERVICES 3.1 Changes At any time until the Services are accepted by TEEC as defined in Article 9.1 of these General Terms and Conditions, TEEC reserves the right to modify the Services initially defined, with the Provider being required to comply with such modifications. The Provider shall inform TEEC as soon as possible of the possible impact of the modifications requested by TEEC. Unless a written amendment is signed by the Parties, any changes to the Services requested by TEEC shall not result in any change to the price and performance deadlines initially provided for in the Order. 3.2 Improvements The Provider may propose to TEEC any changes that it considers to be an improvement to the Order or the Services, with TEEC remaining entirely free to decide what action to take on such a proposal. Under no circumstances may the Provider unilaterally modify the Order or the Services, whether as regards the quantity or nature of the Services or in any other respect whatsoever, unless the modification(s) has (have) been expressly accepted by TEEC and a written amendment to this effect has been signed by the Parties. 4 - PRICES / INVOICING / PAYMENTS / ASSIGNMENT OF CLAIMS 4.1 Prices The total and fixed price stipulated in the Order is firm and non-revisable. It is exclusive of VAT and includes all costs incurred in the performance of the Services and, in general, all costs necessary for the proper performance of the Order. Unless otherwise specified in the Order, the Service Provider shall bear all costs, taxes, levies, duties and fees of any kind directly or indirectly related to the performance of the Order, as well as all expenses necessary for the performance of the Order and for which it is liable. 4.2 Invoicing Each request for payment shall be subject to an invoice issued by the Provider on behalf of TEEC and approved by TEEC. Each invoice shall contain the date on which payment is due, the discount conditions in the event of payment on a date earlier than that resulting from the Order and the information required by TEEC. Each invoice shall be delivered to TEEC, together with the number of copies requested and supporting documents, at the address indicated in the Order. The Order number shall be shown on any invoice relating to the Order. Invoices shall be issued by the Service Provider in accordance with the schedule set out in the Order. In the event of invoicing according to a single milestone, the corresponding invoice shall not be sent before TEEC has received the Services as defined in Article 9.1 of these GTC. Invoices shall be issued in the currency stipulated in the Order. 4.3 Payment Unless otherwise specified in the Order, payment of accepted invoices shall be made by TEEC by transfer to the Provider's bank account specified in the Order. Unless otherwise specified in the Order, the payment deadline is thirty (30) days from the end of the month in which the invoice is issued in accordance with the terms of the Order, it being understood that the said invoice must be sent to TEEC by the Provider within forty-eight (48) hours of its issue. If this deadline is not met, payment shall be made thirty (30) days after the end of the month in which the invoice conforming to the terms of the Order is received. In the event of late payment of an invoice by TEEC, the penalties that may be applied by the Service Provider, upon presentation of the invoice, shall not exceed an amount calculated on the accepted amount of the said invoice with a rate equal to three (3) times the legal interest rate in force in France on the date of contractual payment, the period taken into account for the calculation of such interest being the period between the date of contractual payment and the date of actual payment. Payment of an invoice by TEEC does not constitute acceptance of the Services and does not preclude any claims by TEEC, in particular with regard to the quality or quantity of the Services, or with regard to any abnormally invoiced charges. TEEC reserves the right, without prior notice, to withhold all or part of the sums invoiced by the Service Provider, in particular where: 1. the Services do not comply with the requirements and conditions of the Order 2. the Service Provider has only partially performed the Services 3. the Service Provider owes TEEC late payment penalties pursuant to Article 5.2.2; 4. the Services have been rejected by TEEC; v 5. the Service Provider has not provided TEEC with the documents required under Article 5.1.4; 6. TEEC has reservations at the Acceptance; 7. the Provider does not comply with its guarantee obligations as set out in Article 9; 8. a claim is made against TEEC by a third party in respect of an obligation or liability to which the Provider is subject under the terms of the Order; 9. in the case of Services related to training services, if the average score of the evaluation forms completed by the trainees is less than or equal to 12/20. Except in the case of the refusal of the Services referred to in (d) above, any deductions made shall be paid thirty-five (30) days end of month after the date on which the Provider remedies the cause giving rise to the deduction. 4.4 Assignment of claims If the Service Provider assigns one or more of its receivables from TEEC, in particular by means of a Dailly slip or factoring, the Service Provider must inform TEEC in writing as soon as possible. 5 - OBLIGATIONS OF THE SERVICE PROVIDER 5.1 Execution of the Order 5.1.1 Compliance of Services – Compliance with deadlines The Service Provider is solely responsible vis-à-vis TEEC for the performance of the Services, within the deadlines set out in the Order. Any time limit set in the Order to the Service Provider begins to run the day after the day on which the triggering event occurs which serves as the starting point for this time limit. The Service Provider acknowledges having examined in detail, and having to examine the adequacy of the specifications to the needs expressed by TEEC, during the performance of the Services and until their Acceptance under the conditions of article 9.1 of these GTC. During this same period, the Service Provider undertakes to denounce any error, omission, contradiction or inaccuracy, detectable by a person skilled in the art, observed in the documents or instructions given by TEEC and likely to compromise the performance of the Services. As the Services progress, it is the Service Provider's responsibility to report to TEEC the difficulties it encounters in their execution, with proposals to resolve them. The Service Provider may only implement its proposals after having obtained the prior written agreement of TEEC. The Service Provider assumes full responsibility for the conformity of the Services with the specifications and other provisions of the Order as well as with the rules of the trade. If the Services are not exactly compliant with the Order, the Service Provider will be fully responsible and will bear the risks as well as all the associated costs, without prejudice to any possible penalty under the Order or applicable laws and regulations. Concerning the conformity of the Services with the specifications of the Order and the respect of the planned execution deadlines, the Service Provider is bound towards TEEC by an obligation of result from which it can only be exonerated in the event of force majeure as defined in Article 12 of these GTC. The Service Provider is solely liable vis-à-vis TEEC and/or third parties for any damage or harm that may result from the execution of the Order. 5.1.2 Intervenants du Prestataire Le Prestataire devra nommer un ou plusieurs spécialistes ayant l’expertise et les connaissances requises pour exécuter les Services, qui devront être des membres de son personnel (ci-après désignés « les Intervenants ») et qui seront amenés à intervenir sur le ou les Site(s). Le nom de chaque Intervenant devra être communiqué à TEEC avant le démarrage des Services, étant entendu que le prix de la Commande tel que défini à l’article 4.1 n’est pas lié au nombre d’Intervenants mais à l’exécution des Services. Celui-ci demeurera inchangé si le nombre d’Intervenants devait être augmenté sauf en cas de modification du périmètre des Services par TEEC. En cas d’indisponibilité d’un ou de plusieurs Intervenant(s), susceptible d’occasionner un retard dans l’exécution des Services, le Prestataire le ou les remplacera dans les plus brefs délais par un ou plusieurs Intervenants de qualification similaire. Le Prestataire est responsable de l’application et du respect par ses Intervenants de toutes lois et règlementations applicables, notamment celles concernant les horaires de travail, l’hygiène, la sécurité et la protection de l’environnement ainsi que toutes les règles internes et/ou instructions de sécurité imposées sur le ou les Site(s). Le Prestataire s’engage à désigner au sein de son organisation un représentant qui communiquera directement avec le représentant de TEEC. Des réunions pourront se tenir à la demande de l’une ou l’autre des Parties selon des modalités définies d’un commun accord, afin d’examiner l’état d’avancement des Services. Tout Intervenant affecté à l’exécution des Services est et demeure salarié du Prestataire, qui a en charge le versement de son salaire et la gestion administrative, sociale, comptable et fiscale et avec lequel il conserve un lien de subordination. 5.1.3 Regulations – Social responsibility 188.8.131.52 Regulations applicable to the Order The Service Provider must execute the Order and perform the Services in accordance with the rules of the art and in accordance with the laws, decrees and regulations applicable and in force in the country of execution of the Services. 184.108.40.206 Quality, Hygiene, Health, Safety, Environment The Service Provider guarantees, without any limitation, that the Services will be carried out in accordance with the applicable and current laws and regulations in terms of quality, environment, hygiene, health and safety at work, as well as any national regulations. and relevant international or local decree, environmental laws, rules or regulations related to chemicals and hazardous materials. 220.127.116.11 Registration – Social, tax and labor law obligations The Service Provider must be registered in his country of origin with the competent body or bodies (in France, in the Trade and Companies Register or in the Trades Directory depending on the status, as well as with the Union for the Recovery of Contributions Social Security and Family Allowances). Its registrations must expressly cover all activities for the performance of the Services. The Service Provider will employ and remunerate any Intervener under its exclusive responsibility with regard to tax and social obligations and undertakes that any Intervener who will perform the Services is regularly employed with regard to labor law. The Service Provider must provide TEEC with the documents justifying that it fulfills the aforementioned obligations if TEEC expressly requests it, whether before or during the performance of the Services. 18.104.22.168 Social Responsibility of the Service Provider The Service Provider acknowledges having knowledge of and respecting the principles and central questions of the ISO 26000 international standard (in particular the environmental, legal, ethical, transparency and human rights aspects). As such, the Service Provider undertakes, in the context of the performance of the Services: 1. not to have, directly or indirectly, as a partner, associate or shareholder, and not to hire or use the services, officials or other representatives of Governments and public international organizations, members of the Commission of the European Communities , the European Parliament, the Court of Justice, the Court of Auditors, the civil service or political parties, within the framework of the performance of the Services. 2. to comply with and ensure that its employees and representatives comply with all applicable anti-corruption laws and regulations, both nationally and internationally, including the Foreign Corrupt Practices Act (USA) or the Bribery Act (United Kingdom), as well as anti-corruption conventions, such as the OECD convention which entered into force on February 15, 1999, the European criminal law convention on corruption adopted on May 26, 1997 and the European civil law convention on the same subject adopted on February 26, 1999. The Service Provider guarantees compliance with the provisions of this article by its suppliers, service providers or subcontractors. The Service Provider shall hold TEEC harmless from all the consequences of non-compliance with the commitments it makes under this article. Failure to comply with these commitments by the Service Provider will constitute grounds for immediate termination of the Order pursuant to Article 13.2 of these GTC. 5.1.4 Mandatory documents to be provided by the Service Provider Upon its express or tacit acceptance of the Order according to the conditions of article 2 of these GTC and throughout the duration of the Services, the Service Provider undertakes to provide TEEC with all the documentation relating to the Services, in particular the documents techniques, making it possible to assess, in the opinion of TEEC, the quality and the compliant execution of the Services, as well as to provide the Deliverables under the schedule established in the Order, if applicable. The non-delivery in due time of the aforementioned documents under the conditions provided for in the Order may result in either the withholding of payments provided for in Article 4.3 until the delivery to TEEC of all of these documents, or the refusal of the Services. by TEEC. In the event that modifications to the Services should be made by the Service Provider after Acceptance, in particular under the guarantees provided for in Article 9 of these GTC, the documentation and the Deliverables must be updated accordingly by the Service Provider. The Service Provider also undertakes to send TEEC all legal or technical information applicable to the Order and the Services. All rights associated with the documentation, and the Deliverables, will be transferred to TEEC. The supply of any document reasonably considered by TEEC as incomplete or non-compliant with the Order, in particular with the technical specifications, does not constitute the supply of Deliverables. The Service Provider will remain fully responsible for the consequences of any inaccuracy, insufficiency, fault, error and/or omission in the documentation and the Deliverables provided to TEEC, whether or not TEEC has expressed reservations about the documentation or the Deliverables. 5.1.5 Subcontracting Before the start of execution of the Order, the Service Provider must submit to TEEC for its prior written approval the Subcontractors it intends to use. TEEC reserves the right to refuse its approval without having to explain the reasons for its refusal. The use of subcontracting without prior acceptance of the Subcontractor and its terms of payment by TEEC exposes the Service Provider to the termination of the Order as defined in Article 13, without prejudice to any damages. The same applies if the Service Provider has knowingly provided inaccurate information in support of its request for agreement. The Service Provider shall remain solely liable vis-à-vis TEEC for the performance of the Services, even in the event of approval by TEEC of the Service Provider's Subcontractors. Subcontracts and/or sub-orders and the related specifications must be communicated to TEEC upon request, for information purposes only. 5.1.6 Material property and intellectual property The price of the Order includes the transfer to TEEC of the material and intellectual property of the Result, without the need for any mention of this in the Order. Consequently, by the mere fact of accepting the Order, the Service Provider assigns to TEEC all rights of exploitation, reproduction, representation, modification, marketing and use of the Result, for all countries, in all languages and on all media, for the entire duration of the intellectual property. This transfer of ownership takes place as the Order is executed. The Service Provider guarantees TEEC against all claims by third parties concerning industrial or intellectual property rights on the Result and will indemnify it for all consequences, in particular financial, arising therefrom. The above provisions do not affect TEEC's right to claim any damages from the Service Provider. 5.1.7 Advancement Until the Services have been completed, the Service Provider shall provide TEEC or its Representatives with any information (including reports) that TEEC deems necessary on the progress of the execution of the Order by the Service Provider and/or its Subcontractors. . 5.1.8 Loan of materials and tools by TEEC At the Service Provider's express request, TEEC may lend it equipment and/or tools for the performance of the Services, which will be listed in a specific written document. The Service Provider must first check the conformity, relevance and suitability of these materials and/or tools for the purpose and the use he intends to make of them. The materials and tools provided by TEEC will remain the property of TEEC. All equipment and/or tools loaned to the Service Provider by TEEC must be returned to TEEC before the end of the performance of the Services, complete and at least in the same condition as that in which they were when they were made available. available to the Provider. The Service Provider will be responsible for all these materials and/or tools, their use and their quantitative and qualitative conservation, and will be required to compensate TEEC for any damage or loss. 5.2 Performance of the Services 5.2.1 Compliance with execution deadlines Acceptance of the Order by the Service Provider implies an informed, formal and irrevocable commitment by the Service Provider to the contractual deadlines for the performance of the Services as well as the delivery of the documents required by the Order. Compliance with the execution deadlines is an essential condition of the Order. The Service Provider is required to inform TEEC as soon as possible and in writing of any incident likely to delay the execution of the Order, without this notification in itself having the effect of releasing it from its responsibilities. Without prejudice to the provisions of article 5.2.2, in the event of a delay in execution of more than forty-eight (48) hours from the date of execution provided for in the Order, TEEC reserves the right to apply the provisions of article 8. 5.2.2 Penalties for non-compliance with execution deadlines Failure to comply with the execution deadlines mentioned in the Order will result in the application, ipso jure and without prior notice, of late payment penalties of an amount defined in the Order (failing this, they are set at 0.5% of the price of the Order per day of delay). These penalties are in the nature of a penalty payment and may be automatically deducted from all sums due to the Service Provider, without TEEC being required to justify any prejudice related to this delay. The penalties provided for above are not liberating. Their application does not exclude the right for TEEC to terminate the Order immediately and automatically, pursuant to the provisions of Article 13.2 of the GTC and/or to claim all damages from the Service Provider. 6 – OBLIGATIONS OF TEEC TEEC undertakes to provide the Service Provider, at its request, with the documentation in its possession and useful for the performance of the Services. All documentation communicated by TEEC to the Service Provider is provided for information purposes only and it will be the Service Provider's responsibility to check the information contained in this documentation. 7 - PERFORMANCE MONITORING AND INSPECTION BY TEEC TEEC may inspect at any time at the Site(s) the proper performance of the Services by the Service Provider and its Subcontractors, if any, until the Services have been completed in accordance with the requirements. The Service Provider and its Subcontractors, if any, shall ensure free access to the Site(s) during working hours for TEEC's representatives and shall give them every facility for the performance of their duties. The exercise of this right by TEEC does not diminish the contractual responsibility of the Service Provider, in particular with regard to the scope of its own controls, and does not affect TEEC's rights to exercise the rights listed below. 8 - FAILURE OF THE PROVIDER If TEEC becomes aware of any failure by the Provider to perform its obligations under the Order, it shall notify the Provider of such failures and, where appropriate, of its decision to suspend performance of the Services. TEEC also reserves the right to withhold invoices in accordance with Article 4.3 of these GTC. Within twenty-four (24) hours of such notification, the Provider shall inform TEEC of the corrective action it intends to take. The Parties shall then determine the deadlines they deem acceptable to remedy the notified breaches and allow the resumption of the performance of the Order, where the latter has been suspended. Any delays resulting from suspensions shall be subject to the late payment penalties set forth in Article 5.2.2. If the Service Provider does not take the corrective actions provided for above and accepted by TEEC within the requested timeframe, or immediately after having noted the Service Provider's failure to comply if the urgency justifies it, TEEC may: 1. grant the Service Provider an extension of time, with the late payment penalties provided for in Article 5.2.2 remaining applicable by operation of law as from the date of performance of the Services initially provided for in the Order; 2. to take all measures necessary for the performance of the Order, and in particular to complete the Services itself or to have them completed by a third party at the Supplier's expense 3. to carry out itself or to have a third party carry out the rectification and/or repair of defects in the Services at the expense of the Service Provider; 4. apply its rights of suspension and/or termination as set forth in Article 13. The Provider may not invoke the repair or intervention carried out by TEEC or a third party pursuant to this section to modify the scope of its responsibilities. TEEC shall be entitled to exercise the aforementioned rights without prejudice to any claim for damages for the loss suffered as a result of the Provider's breach. 9 - ACCEPTANCE OF SERVICES - TRANSFER OF OWNERSHIP 9.1 Acceptance of Services The Services shall be accepted in writing after TEEC has verified that the Services comply in all respects with all the conditions and requirements of the Order and, where applicable, after TEEC has received the documentation and Deliverables provided for in the Order, and after verification, in the case of Services linked to training services, of the average mark on the evaluation forms completed by the trainees, which must not be less than 12/20 (twelve out of twenty). The verification of the Services will be carried out within a reasonable time after the end of their execution by the Provider. TEEC may declare acceptance with reservations, if necessary, in the event of a minor defect that has no impact on safety. The Provider shall remedy the defect within the period set by TEEC. The commencement of use of the Result by TEEC or the payment of all or part of the price of the Services shall not constitute Acceptance. 9.2 Transfer of ownership If the performance of the Services involves the delivery of one or more tangible and/or intangible items, in particular the supply of materials and/or Deliverables, by the Service Provider to TEEC, the transfer of ownership of the item(s) to TEEC shall take place as and when they are performed by the Service Provider. Similarly, if the Services include the transfer of ownership of intellectual property rights to TEEC, the transfer of ownership of these rights shall take place as and when they are completed by the Service Provider. No retention of title clause may be invoked against TEEC by the Service Provider, who shall ensure that its Subcontractors agree to the same. The transfer of ownership shall in no way limit the Service Provider's liability for the Services. 10 - GUARANTEE PERIOD - SCOPE OF THE GUARANTEE - ADDITIONAL GUARANTEES 10.1 Warranty period The Service Provider warrants the Services under the Order for an initial period of twelve (12) months, unless otherwise specified in the Purchase Order. The warranty period shall commence on the date of RECEIPT of the Services by TEEC in accordance with Article 9.1 of these GTC. If, during the warranty period, it is necessary to make a correction, rework or modification to the Services pursuant to this article, such Services shall be subject to a new warranty period of twelve (12) months from the date of acceptance by TEEC of the corrections, rework or modifications. 10.2 Scope of the warranty The Service Provider's warranty covers, inter alia, any improper performance of the Services, any defects and any failure of the Services to comply with the Order specifications. Until the expiry of the warranty period including any extensions as provided for in Article 10.1 of these GTC, the Service Provider is obliged to correct, repair or modify the Services free of charge and/or to visit the Site(s) to provide technical assistance in order to carry out any corrections, rework or modifications free of charge so that the Services continue to comply with the conditions of the Order. All costs, including labour costs, resulting from the implementation of the warranty shall be borne in full by the Service Provider. 10.3 Legal warranties In addition to the contractual warranty described above, TEEC shall benefit from all applicable mandatory and supplementary legal warranties, as well as the warranties of its Subcontractors. 10.4 Assignment of warranties All the warranties provided for in this Article 9 may be assigned to a third party without the Service Provider's prior agreement. 11 - RESPONSIBILITIES - INSURANCE 11.1 Responsibilities The Service Provider shall perform the Order under its sole and exclusive responsibility. It shall be liable to TEEC and to third parties for any damage whatsoever caused in the performance of the Order by itself and/or by persons or property under its authority or custody and/or by its Subcontractors. The Service Provider shall be liable for all the consequences, direct or indirect, of any loss or damage caused to TEEC as a result of the non-performance or improper performance of the Order. 11.2 Insurance The Service Provider shall, at its own expense, take out insurance policies with reputable companies and maintain them in force during the performance of the Order, including any extensions, covering its civil liability and the financial consequences of bodily injury, property damage and consequential loss caused to third parties and to TEEC (operational and post-delivery civil liability) as well as its professional civil liability in connection with the performance of the Order, until the end of the contractual guarantee period; any insurance policy covering damage caused to its personnel in the event of performance of the Services in a country where there is no legal system of social cover; in the event that the performance of the Services involves the supply of materials, transport insurance (including unloading) to cover physical loss or damage to any supplies up to the total replacement cost plus taxes and customs duties until delivery to the Site; insurance against theft, deterioration, damage, loss, destruction and damage of any kind to its goods stored on the Site and which are necessary for the performance of the Order. The Service Provider undertakes to obtain the same insurance from its Subcontractors. The Service Provider undertakes to include in the insurance policy(ies) it takes out a waiver of all claims against TEEC and the latter's insurers. The Service Provider undertakes to obtain the same waiver from its Subcontractors. The Service Provider undertakes to provide TEEC at any time, at the latter's request, with insurance certificates that are less than one month old, proving that the insurance policies required under this article are in force. If the Provider fails to provide such proof, TEEC reserves the right to terminate the Order in accordance with Article 13.2. The Provider shall be liable for any damage or loss for which it is responsible and which is not covered by the above insurance policies. 12 – FORCE MAJEURE Force Majeure shall mean any unforeseeable and irresistible event beyond the control of the Parties, the occurrence of which makes it impossible to perform the Order. However, the following shall not be considered as force majeure events: an increase in the price of labour, delay by Subcontractors, fire or explosion immobilising the premises of the Service Provider and/or its Subcontractors, strike, natural disasters not covered by a ministerial order, this list not being exhaustive. In the event of an event of force majeure, the Service Provider shall inform TEEC by registered letter within forty-eight (48) hours, giving reasons for the facts invoked and the impact on the performance of the Order. The Provider shall take all necessary measures to minimise the effects of force majeure on the performance of the Order. If TEEC recognises the existence of an event of force majeure, it shall notify the Provider thereof. TEEC may exempt the Provider from liability for failure or delay in performance of the Order if it is established that the failure or delay is due exclusively to an event of force majeure and that, despite its best efforts, the Provider was unable to avoid its effects on the performance of the Order. If an event of force majeure persists, TEEC may contract the Services covered by this Order with another Service Provider, without any compensation being paid to the Service Provider, it being understood that the Order may be amended accordingly. The Provider shall then be paid for the part of the Order already performed. Failure to notify TEEC of the occurrence of an event of force majeure within the time limit set shall constitute acceptance by the Service Provider of all the consequences, in particular the financial consequences, resulting from the event of force majeure. The price of the Order may not be modified as a result of an event of force majeure, but TEEC may grant the Service Provider additional time to complete the Order. No event, including force majeure, occurring after the contractual deadlines, and aggravating an already unjustified delay, will be taken into consideration. 13 - SUSPENSION - CANCELLATION BY TEEC 13.1 Suspension At any time, by giving forty-eight (48) hours' notice, except in cases of emergency, TEEC may order the Provider to suspend performance of all or part of the Order. The Provider shall comply with such order until TEEC notifies the Provider in writing that performance of the Order may be resumed. TEEC shall pay the Contractor for the portion of the Order performed. The time limit set out in the Order shall be extended for the duration of the suspension, except where the suspension is the result of the Provider's breach of its obligations. 13.2 Immediate termination for breach of duty by the Contractor In the event that the Service Provider breaches any of its obligations under the Order, TEEC shall have the right to terminate the Order, in whole or in part, ipso jure, without any judicial formalities and without notice, upon simple notification to the Service Provider by registered letter with acknowledgement of receipt, without any compensation being due to the Service Provider. 13.3 Termination for convenience by TEEC TEEC may terminate the Order in whole or in part at any time, either before or after performance of the Services has commenced, ipso jure and without having to provide any reason, by giving at least one week's written notice to the Provider by registered letter with acknowledgement of receipt. In this case, TEEC shall pay the Provider the price of the portion of the Services actually performed at the date of termination (subject to their compliance with the Order) as well as the costs incurred by the Provider directly and reasonably related to the termination, upon presentation of supporting documents. Upon notification of termination, the Service Provider shall immediately cease further performance of the Services and shall take all steps to minimise the above amounts. 13.4 Termination in case of force majeure In the event of an event of force majeure lasting for a period of seven (7) calendar days (consecutively or in total during the period of performance of the Order), TEEC may terminate the Order, in whole or in part, as of right and without legal formalities, by notifying the Service Provider by registered letter with acknowledgement of receipt and without compensation for the latter. 13.5 Termination in the event of a change in the Provider's legal status The Provider undertakes to notify TEEC of any change in the composition of its capital, such as a change in majority, merger or takeover, as well as of any decision to open collective proceedings against its company, such as receivership or judicial liquidation. Unless prohibited by law or regulation, TEEC shall have the right to terminate the Order without notice upon receipt of the aforementioned declaration by the Service Provider, or as soon as TEEC becomes aware of the change in the Service Provider's legal situation or the opening of insolvency proceedings against the Service Provider. 13.6 Provider's obligations in the event of termination On the effective date of termination, the Contractor shall 1. cease all work and release the Site, 2. assign to TEEC all rights to any materials required for the performance of the Services 3. deliver to TEEC all documents, in particular plans, studies, drawings and specifications, prepared by the Contractor or its Subcontractors for the performance of the Services 4. return to TEEC any sum paid in excess of the price of the share of the Services performed. The Contractor shall be duly summoned to make observations concerning the Services performed and a report of these operations shall be drawn up. The drawing up of this report shall constitute Acceptance of the Services performed and shall mark the starting point of the warranty provided for in Articles 10.1 and 10.2. TEEC shall also benefit from the other legal warranties as provided for in Article 10.3. 14 - CONFIDENTIALITY The Service Provider shall not communicate to anyone, without TEEC's prior written consent, all or part of the documents, information and data relating to TEEC's business or to the Order or its performance and to which the Service Provider has had access. The Service Provider undertakes to ensure that its staff, suppliers and Subcontractors comply with this obligation of confidentiality. This obligation of confidentiality shall remain in effect for a period of five (5) years from the completion or early termination of the Order. 15 - NON-SOLICITATION Unless TEEC gives its prior written consent, the Provider undertakes not to hire or work in any way, directly or indirectly, with any TEEC employee, regardless of their legal or social status, during the performance of the Agreement and for a period of two years from the expiry of the Agreement, even if the request comes from the employee. In the event of non-compliance with this clause, TEEC shall be entitled to compensation of at least one hundred thousand euros (excluding tax) per employee, calculated according to the following formula: twelve times the last gross monthly remuneration, calculated on the average of the last three months, received by the employee thus dismissed. Similarly, unless TEEC gives its prior written consent, the Service Provider undertakes not to work in any way whatsoever, directly or indirectly, with a TEEC client company encountered by the Service Provider during the performance of the Agreement, regardless of its legal and social status, for the duration of the Agreement and for a period of two years from the expiry of the Agreement, even if the solicitation comes from the TEEC client company. In the event of non-compliance with this clause, TEEC will be entitled to compensation of a minimum of two hundred thousand euros (excluding tax) calculated according to the following formula: TEEC's turnover invoiced during the last twelve months prior to the expiry of this Agreement to the TEEC client company thus solicited. 16 - COMMUNICATION AND ADVERTISING Any film, photograph, article, notice or advertising material relating to or connected with the Order must be submitted to TEEC for prior written approval before disclosure and/or publication. The Provider shall not use or refer to the corporate names or trademarks of the TEEC group for any purpose whatsoever without the prior express written consent of TEEC. 17 - ASSIGNMENT OF THE ORDER 17.1 Assignment by TEEC TEEC reserves the right to assign all or part of the Order to a third party, without the need for the Provider's prior consent. 17.2 Assignment by the Provider The Provider shall not assign the Order to third parties, even in part, without the prior written consent of TEEC. In all cases of assignment of the Order to third parties, all of TEEC's rights arising from the Order, including the right to claim damages, shall be enforceable against the third parties. In any event, TEEC's approval of the proposed assignment shall not release the Service Provider from its obligations under the Order. Unless expressly stipulated to the contrary, the Provider shall remain jointly and severally liable to TEEC for the full and complete performance of the Order. Any assignment of the Order by the Service Provider in breach of this clause shall be void. 18 - CORRESPONDENCES Any notice given under the Order shall be given in writing (by hand delivery, electronic message, facsimile or registered letter with acknowledgement of receipt) to a Representative of the other Party, the date of notification being the date of receipt by the receiving Party. 19 - APPLICABLE LAW The Order shall be governed, in particular as regards its validity, interpretation and performance, solely by French law, to the exclusion of any rules of conflict of laws which might lead to the application of a law other than French law. 20 - SETTLEMENT OF DISPUTES Any dispute arising in connection with the interpretation and/or performance and/or termination of the Order shall, in the first instance and as far as possible, be settled by amicable negotiation between the Parties. If the Parties fail to reach an amicable agreement within thirty (30) calendar days from the date of first notification, the dispute shall, at the written request of either Party, be submitted to the Evry Commercial Court, to which the Parties shall have exclusive jurisdiction, notwithstanding multiple defendants and third party claims, including for emergency and protective proceedings, summary proceedings or proceedings on petition. However, TEEC reserves the right to refer the matter to the court of the Provider's registered office and, in this case, to waive the application of its own law. 21 - MISCELLANEOUS The headings in these GTCs are purely indicative and their wording shall not affect the interpretation of the provisions to which they refer. TEEC's failure to insist on strict compliance with any provision of these GTCs shall not be deemed to be a waiver of its right to rely on it in the future.
Last update: 02/08/2022