CGS Merio

Article 1 – Scope of Application

 

These General Terms and Conditions of Sale apply to any Order for a Product concluded between MERIO, a company duly registered under the laws of France under Number 800 420 952 RCS Romans, having its registered office at 96 Impasse de la Robe, 26130 Saint-Paul-Trois-Châteaux (France) (“Seller”) and the Customer. Ordering Products from the Seller implies that the Customer acknowledges having read and accepted without reservation all of these General Terms and Conditions of Sale (“GTCS”).

The Seller expressly reserves the right to modify and/or supplement the content of its GTCS at any time.

In these General Terms and Conditions of Sale, the following expressions are defined as follows:

“Agreement”: includes the documents listed in Article 2 hereto; “Custom Product”: any product produced by the Seller for the Customer’s needs and Specifications;

“Customer”: the legal entity listed as the buyer on the Order;

“Offer”: the Seller’s latest commercial and technical proposal, with a view to performing the Services or selling the Products;

“Order”: any document, regardless of its form, drawn up on the basis of the Offer and any specific conditions defined by written agreement between the Customer and the Seller;

“Product”: the product or equipment described in the relevant Order, constituting, as the case may be, a Standard Product or a Custom Product;

“Specifications”: any document expressing the Customer’s needs, in particular the technical specifications, and serving as the basis for issuing the Offer;

“Standard Product”: any product included in the Seller’s catalogue.

Article 2 – Contractual Documents

The Agreement consists of the following documents, which are interpreted in decreasing order of priority, as follows:

• The Offer, including the GTCS that form an integral part thereof,
• As the case may be, Special Terms and Conditions negotiated between the Parties by means of a written agreement,
• The Specifications,
• The Order, to the exclusion of the Customer’s general terms and conditions of purchase.

 

Article 3 – Acceptance of the Order

 

The Order shall only become firm and final after written acceptance and confirmation by the Seller.

Unless otherwise indicated in the Agreement, the performance of an Order is subject to the payment of a deposit of 30% of the total amount of the Order in question.

Any commencement of performance of the Order by the Seller, at the express request of the Customer, shall constitute unreserved acceptance by the Customer of the GTCS.

Article 4 – Financial Conditions

The Product is supplied at the rate stated in the Offer sent to the Customer. Unless otherwise provided for in the Agreement, a deposit of 30% of the total amount of the Order shall be invoiced upon acceptance of the Order by the Seller.

Invoicing shall be based on a schedule defined in the Agreement and, failing that, on the acceptance of the Products.

For any type of price, all taxes, duties, fees, charges, packaging and shipping costs, withholding tax, export costs, insurance and any other costs, if applicable, shall be borne by the Customer.

 

Article 5 – Payment

 

Unless otherwise provided for in the Agreement, invoices shall be payable, in euros, thirty (30) days from the invoice date, by bank transfer. In the event of late payment (or any other breach of its obligations) by the Customer, the Seller is authorised to suspend its Services automatically, without formality. Fixed compensation for recovery costs of forty euros (€40) shall be charged in case of late payment.

The Customer expressly waives any right to set off any receivables or claims against the Seller.

If the delivery date is postponed at the Customer’s request, the Customer must pay the total amount of the invoice on the contractually agreed initial delivery date.

Any additional costs resulting from the postponement of the delivery date, and in particular those relating to the safekeeping of the Products, shall be invoiced to the Customer.

Article 6 – Delivery and Acceptance of Products

6.1. Delivery of Products

Unless otherwise agreed between the Parties in the Agreement, the Products are delivered FCA (ICC Incoterms® 2020), to the site as stated in the Offer.

The delivery times indicated in the Agreement are given for information purposes only. They are established as exactly as possible and the Seller shall make its best efforts to comply with them. The Parties agree that a delay in delivery may not justify the refusal of the Products by the Customer.

The Seller may not be held liable for delays due in particular to technical difficulties, third parties, force majeure, erroneous information sent by the Customer, a delay requested by the Customer and/or customs formalities.

6.2. Acceptance of Products

Upon delivery of the Products, the Customer shall check that the delivery complies with the Specifications in terms of quantity and quality. The signature of the delivery note by the Customer constitutes unreserved acceptance. Any non-compliance must be indicated on the delivery slip. Unless otherwise specified in the Agreement, payment for the Products by the Customer or if the Customer fails to indicate any reservations for five (5) days following delivery of the Products by the Seller shall constitute acceptance of the Products without reservation by the Customer.

Acceptance of the Products may only be refused by the Customer due to blocking non-conformities with regard to the Specifications preventing any use of the Products. In the event that the Customer refuses to sign the delivery note, without justified and reasonable reason or for minor non-conformities with the Specifications that do not prevent the use of the Products, acceptance shall automatically occur following the sending of formal notice from the Seller to the Customer that has remained without effect within ten (10) calendar days of its issue.

The Seller shall remedy any non-conformities within a period to be agreed upon between the Parties.

Article 7 – Transfer of Ownership and Transfer of Risks

Ownership of the Products supplied by the Seller shall be transferred to the Customer upon full payment of the price set in the Offer.

The transfer of risks takes place on the date of delivery of the Products in accordance with the Incoterm used, unless expressly agreed otherwise by the Parties.

Article 8 – Warranty

The Seller undertakes to supply Products that comply with the Specifications, to the exclusion of any other specification or provision that has not been expressly accepted by the Seller.

Products are guaranteed against all manufacturing defects and all material defects. This cover applies under the following conditions:

• This warranty may be used for a period of twelve (12) months from delivery of the Products in accordance with the Incoterm;
• This warranty covers exclusively, at the sole discretion of the Seller, the repair/calibration or replacement of the defective Products with identical or similar Products. All costs related to the application of the warranty, such as in particular the Seller’s travel expenses to the Customer’s site, the costs of removal and reassembly, and the costs of transporting the Products, shall be invoiced by the Seller to the Customer;
• It does not cover the direct and indirect consequences of defects;
• The guarantee may only be called upon subject to full payment of the price;
• Warranty is excluded for:
• Any repair, replacement or modification of the Products or any acts by the Customer or third parties for which the Seller is not responsible;
• Non-compliance by the user of the equipment with the operating instructions or user manuals provided by the Seller, an operating error or use that is not compliant with normal conditions of use;
• Misuse, negligence, lack of maintenance or lack of monitoring by the Customer;
• Normal wear and tear of the equipment;
• Obsolescence of spare parts, components and consumables;
• Force majeure.

 

Spare parts shall remain covered only for the remaining warranty period. To benefit from the warranty, the Customer must notify the Seller in writing within five (5) clear days of the appearance of the defect by any written means of communication. It must provide all evidence as to their reality and give the Seller all facilities to establish the defects and remedy them.

The Seller shall carry out a diagnosis and, where applicable, note whether the guarantee may be invoked. Following this assessment, if it turns out that the warranty is not applicable, all costs such as dismantling/reassembly/transport costs shall be borne by the Customer.

The warranty shall give rise, at the Seller’s discretion, to the replacement of the Products, repair on the Customer’s site or at the Seller’s factory or a refund.

 

Article 9 – Export Control

 

In the event that Products are subject to export control under applicable laws and regulations, the Customer shall, at its own expense and risk, carry out all necessary steps and procedures with the authorities for the purpose of obtaining the necessary authorisations.

At the Customer’s request formalised in the Offer, the Seller may assist it by sending it all documents and information in its possession that may be necessary to obtain the authorisations.

The Customer shall hold the Seller harmless against all claims and liabilities relating to this clause.

The Seller offers no guarantee on the granting of any licenses required in connection with exports.

Article 10 – Intellectual Property

The Seller shall remain the owner of all its know-how, software, patents, trademarks, plans, formulas, diagrams, drawings, technical documentation, means, processes, inventions, results and all elements and all rights relating thereto (the “Proprietary Knowledge”).

The Seller remains free to use and exploit its Proprietary Knowledge.  In the event that its Proprietary Knowledge is used to exploit the Products, the Seller grants a non-exclusive, non-sub-licensable and non-transferable right of use to the Customer, free of charge. This right is strictly limited to the use of the Product and may not, under any circumstances, be used for other purposes or at the end of the Agreement, for any reason whatsoever.

Unless otherwise provided for in the Agreement, the sale of the Products does not entail any transfer of the Seller’s intellectual property rights to the Customer.

Article 11 – Liability and Insurance

The Seller’s liability is expressly excluded for all indirect, intangible, consequential damages, such as financial losses, operating losses, production losses.

The Seller’s liability for all other damages is strictly limited, for all causes, to 20% of the amount excluding taxes of the Agreement in respect of which the Seller’s liability is implicated, without however exceeding five hundred thousand euros (€500,000).

The Customer waives on its own behalf and that of its insurers (which it guarantees) any recourse against the Seller beyond the aforementioned limits and exclusions.

The Seller may not be held liable if the performance of the Agreement is delayed or prevented due to an occurrence of Force Majeure, due to the Customer (in particular unilateral amendments to the Specifications, inaccurate or incomplete information provided to the Seller), due to a third party for which the Seller is not responsible or any event beyond the reasonable control of the Seller.

The Seller represents that it holds a general liability insurance policy covering the financial consequences that it may incur as a result of bodily injury, tangible and intangible damage that it may cause to the Customer or to third parties during the performance of the Agreement.

At the Customer’s request, the Seller shall produce its insurance certificate.

Article 12 – Assignment and Subcontracting

The Seller may assign or subcontract all or part of its rights and obligations under the Agreement.

Article 13 – Termination

In the event of a breach by either party of one of its obligations, under the Agreement, which has not been remedied within thirty (30) days following receipt of a formal notice sent by the non-breaching party by registered letter with acknowledgement of receipt, in the event of a change of control of the Customer in favour of a direct or indirect competitor of the Seller, or in the event of non-compliance by the Customer with the applicable laws and regulations, the Agreement may be immediately terminated by the non-breaching party, automatically and without any other formality.

The Customer shall pay all invoices already issued and pay all sums incurred by the Seller.

Article 14 – Confidentiality

Information provided by the Seller in connection with the performance of the Agreement, and in particular:

• Any information, analysis, study and other documents in any form whatsoever pertaining to the existence and content of discussions between the Parties concerning the Agreement;
• The Seller’ methodologies, products, tools and software, equipment, industrial models and data, as well as any update, modification or addition thereto;
• Information pertaining to the Seller’s customers, prospective customers and contacts;
• Information concerning the Seller’s business lines and projects in functional and technical fields,
• Information concerning the Seller’s management, business development campaigns and administrative, financial and marketing activities, even including those not expressly connected to the Agreement.
• Any information specifically identified as confidential by the Seller; are considered as strictly confidential

(hereinafter “Confidential Information”).

 

The Customer undertakes, and warrants compliance by its employees, that the Confidential Information:

• Shall be protected and kept strictly confidential, and shall be treated with the same level of precaution and protection as that applied to its own Confidential Information of equal importance, which may under no circumstances be less than a strict duty of care.
• Shall only be disclosed internally to members of its personnel on a need-to-know basis;
• Shall be used by said members of its personnel only for the performance of the Agreement;
• Shall not be used, in whole or in part, for purposes other than the performance of the Agreement, without the prior written authorisation of the Seller;
• Shall not be disclosed or be at risk of being disclosed, either directly or indirectly, to any third parties or persons other than those indicated in the 2nd bullet point above,
• Shall not be copied, reproduced or duplicated, in whole or in part, when such copies, reproductions or duplications have not been specifically authorised by the Seller.

This confidentiality obligation shall remain in force throughout the term of the Agreement and for five (5) years after its expiry, for any reason whatsoever. Any Confidential Information sent by the Seller to the Customer and any copy or note relating thereto shall remain the property of the Seller and shall, at any time during the term of the Agreement or at its end, either be returned to the Seller or destroyed, immediately at its request. In such an event, a written confirmation of destruction must be sent to the Seller.

The confidentiality obligation shall not apply to information for which the Customer can provide proof that:

• It was already in the public domain at its disclosure or became publicly available other than through a breach by the Customer of its contractual obligations; or
• It was already known to the Customer at the time of disclosure; or
• It was received from a third party lawfully, without restriction or breach of the Agreement; or
• It has been published without contravening the provisions of the Agreement; or
• The use or disclosure has been previously authorized in writing by the Seller; or
• The disclosure was required in application of a statutory or regulatory provision, or in the context of legal, administrative or arbitration proceedings. In such an event, the disclosure of Confidential Information is limited to what is strictly necessary and subject to the prior information of the Seller before any communication, so that the latter may take appropriate measures to preserve the confidential nature of the Information.

Article 15 – Personal Data

The Parties undertake to comply with all applicable laws and regulations relating to the protection of personal data and in particular the (EU) General Data Protection Regulation No. 2016/679.

Article 16 – Conformity

The Customer shall act in accordance with the values and principles contained in the Seller’s Code of Ethic and Anti-Corruption Code of Conduct, as the case may be. The Customer acknowledges, represents and warrants that it has properly understood these documents.

To this end, the Parties undertake to comply with all national, European and international legislative and regulatory provisions applicable to their activities, registration locations and the place of performance of this Agreement with regard to combating corruption and influence peddling, in particular:

• The OECD Convention of 17 December 1997 on combating the bribery of foreign public officials in international transactions;
• French Law N 2016-1691 of 9 December 2016 on transparency and the fight against corruption and the modernisation of the French economy, known as the “Sapin II”.

 

Article 17 – Applicable Law – Settlement of Disputes

 

The Agreement shall be exclusively governed by French law. Any dispute arising between the Parties in connection with the existence, execution and/or interpretation of the Agreement, that cannot be settled on an amicable basis within a reasonable period of time, shall be finally settled by the Commercial Court of Romans (France).

 

GCP Merio

A.  Common rules

Article 1.       DEFINITIONS / GENERAL

The object of these general terms and conditions of purchase is to define the conditions that shall be  applicable to all orders (hereafter referred to as “Order“), whether for supply of goods or provision of services (collectively hereafter referred to as “Supply“), placed by MERIO, a company duly registered under the laws of France under Number 800 420 952 RCS Romans, having its registered office at 96 Impasse de la Robe, 26130 Saint-Paul-Trois-Châteaux (France) (the “Client“) with a supplier (hereafter referred to as “the Supplier“).

Article 2.       ORDER

2.1 Once the Supply has been initiated by the Supplier, it shall be considered as an acceptance of the Order.

2.2. By accepting the Order – implicitly or explicitly – the Supplier acknowledges that it has received all the elements enabling it to fulfil the Supply and any further information that it may require must be obtained directly from the Client.

2.3. The Order comprises the following elements, in order of precedence and excluding all other documents (e.g. previous agreements and exchanges not listed in the Order, terms mentioned in the invoices, …): specific terms & conditions stipulated in the purchase order, technical specifications and these general terms & conditions of purchase. The Supplier’s terms & conditions of sale shall not apply.

Article 3.       LEAD TIMES

Time is of the essence. The lead time(s) stipulated in the Order are mandatory and constitute an essential component. In the event of delays from the Supplier in respect of one of the lead times, the Client shall be entitled to claim, without any prior warning, liquidated damages from the Supplier. Such liquidated damages shall amount to 0.3% of the total value of the Order (excluding VAT) for each calendar day of delay. These liquidated damages are without prejudice to the Client’s right to claim any further or actual damages and the performance of the Supplier’s obligations as well as the reimbursement of the costs incurred by the Client as a consequence of such delay. The Supplier undertakes to inform the Client as soon as possible of any foreseeable or ongoing delay.Advance deliveries shall only take place with the Client’s prior written agreement, on the understanding that they do not alter in any way the payment date specified in the Order..

Article 4.       CONFORMITY / REFUSAL

The Supplier undertakes to honour the Order in good faith in accordance with its specifications and conditions, by respecting any standards, regulations and codes of practice applicable.

The Client reserves the right to track the progress and check the conformity of the Order at the Supplier’s or its subcontractor’s premises and to ensure that any standards or regulations applicable to the Order are properly complied with. Under no circumstances whatsoever shall such checks relieve the Supplier of any of its contractual obligations. The Client reserves the right to refuse – in full or in part – any delivery of non-compliant Supply, without prejudice of any damages and penalties which may apply. The return of a non-compliant Supply shall be carried out at the Supplier’s expense and at the Supplier’s risk. Any refused Supply shall be regarded as undelivered.  Should the Client detect a case of non-conformity, the Supplier undertakes to issue a report detailing the causes of the non-compliance as well as the planned corrective action and to deliver a compliant Supply to the Client within the agreed lead time. Should the Supplier be unable to fulfil this requirement, and without prejudice to any other right, the Client shall be entitled to request a compliant Supply from a third party at the Supplier’s expense and risk.

Article 5.       ADVICE / GUARANTEE

The Supplier hereby certifies that it possesses all necessary means (materials, equipment, intellectual property rights, agreement and authorizations…) and competencies for the Order to be properly fulfilled.

Thus, the Supplier must check that the Supply meets the Client’s requirements, providing the best possible advice in this regard and requesting further information from the Client if necessary.

The Supplier represents and warrants that the Supply: (i) complies with all the requirements stated in the Order as well as any applicable regulations and standards and; (ii) is fit for the Client’s purpose.

The Supplier hereby agrees to comply with all legal and regulatory requirements pertaining to health, safety and environmental protection and to present all necessary certifications and statements as and when requested.

Article 6.       PRICES

Prices are firm and fixed.Prices include all elements, components, services and documents necessary for the Client to be able to use the Supply in conformity with its requirements. Transfer of ownership shall occur upon delivery of the Supply which shall be free of any third-party lien.

Article 7.       PAYMENT

Payments shall be made within thirty (30) days end of month, on condition that Supply has been carried out in accordance with the Order. Should only part of the Supply conform to the Order, the Client may make a partial payment for the corresponding part of the Supply. The Client reserves the right to offset any monies owed to it by the Supplier against the Supplier’s invoices.

Pursuant to article L.441-6 of the French Code of Commerce, any late payment may render the payee liable for late payment penalties equal to three (3) times the legal rate of interest as well as a lump sum compensation for recovery costs set at forty euros (€40).

Article 8.       INTELLECTUAL PROPERTY

The Client and the Supplier shall retain ownership, both inside and outside France, of all intellectual property rights, knowledge and know-how, patented or not, which they may already own or may come to own after completion of the Order and/or may be developed independently from the Order.

The Supplier shall refrain from filing any ownership claims pertaining to intellectual property that the Client may have made available to enable fulfilment of the Order. The Supplier further undertakes to pass on this obligation to any Sub-contractors that it may be called upon to use.

Article 9.       CONFIDENTIALITY

Any information communicated of whatever nature by the Client to the Supplier shall be considered confidential (“Confidential Information“). The Supplier warrants that it shall restrict access to the Confidential Information to those of its employees who require such access for the purpose defined in the Order and that it shall use Confidential Information solely for the requirements of the Order. Confidential Information shall not be disclosed to third parties without the Client’s express prior agreement.  Moreover, the Supplier agrees to take any necessary steps to prevent the disclosure of Confidential Information. Confidential Information remains the sole property of the Client and transmission to the Supplier shall not in any way be construed as conferring upon the Supplier any intellectual property rights or other on their use.

Article 10.     LIABILITY / INSURANCE

The Supplier shall be solely liable to the Client and third parties for the consequences of the actions of its employees and subcontractors in the fulfilment of the Order. The Supplier shall indemnify and hold the Client harmless against any and all claims.

The Supplier must hold any insurance policies required to carry out the Order. The Supplier shall submit the corresponding insurance certificates upon request of the Client.

The Supplier is bound by a general obligation of result.

The Client’s liability is excluded for any indirect, intangible damages, financial losses, loss of production, revenues, sales, opportunity and image and is limited for any other damages to the total amount (VAT excluded) of the Supply.

Article 11.     TERMINATION

11.1 The Client may, without prejudice to any other rights and remedies, without any legal procedure, terminate the Order – in whole or in part – by registered letter with acknowledgement of receipt if the Supplier fails to fulfil its obligations and further fails to do so within fifteen (15) days of receipt of a notice asking it to comply with its obligations.

Such a termination will not affect in any way the Client’s right to apply penalties and seek compensation for prejudice caused. The Supplier shall not be entitled to request compensation for any prejudice caused. Furthermore, the Supplier shall leave the relevant resources (including intellectual property rights) required to fulfil the Order at the disposal of the Client or any designated third party.

11.2 Should the Client’s own client terminate an existing agreement for whatever reason, the Client reserves the right to terminate an Order in whole or in part, subject only to provision of fifteen (15) days prior written notice to the Supplier, without being liable for the payment of any damages or compensation whatsoever. Upon receipt of such a notice, the Supplier shall immediately cease the execution of the Order. The Supplier shall be paid for the part of the Supply effectively executed, on condition that the Supplier provides the Client with full documentary evidence of the Order status.

Article 12.     ASSIGNMENT / SUB-CONTRACTING

The Supplier shall not be entitled to assign the Order of all or part of the rights and obligations which arise from the Order to a third party without the Client’s prior written approval.

Article 13.     ETHICS AND COMPLIANCE

The Supplier hereby undertakes to respect and uphold the Client’s values in terms of ethics and sustainable development and to choose any sub-contractors and suppliers in full consideration of these values.

Therefore, the Supplier hereby certifies that no product supplied to the Client has been manufactured or assembled by means of: forced labour; non-declared labour; children aged less than 14, or less than 18 in the case of hazardous work. In choosing its members of staff and its commercial partners, the Supplier also undertakes to uphold a policy of non-discrimination on any grounds whatsoever, be it religion, ethnical origin, gender, age, political opinions or disability.

Furthermore, the Supplier hereby certifies that it is fully conversant with anti-bribery and anti-corruption legislation and to abide by any additional provisions in this respect that may be contained in the Client’s Code of Ethics, as the case may be.

The Client acts in accordance with European regulation 2016/679 on data protection and privacy and takes all necessary steps to ensure the safety and security of all personal data provided.

Any failure to abide by the provisions of this clause constitutes a contractual breach granting right of termination to the Client.

Article 14.     INTER-PARTY RELATIONS

The Supplier is professionally bound to inform the Client of any risk of economic dependency, in particular in the event of overrepresentation of the Client in the Supplier’s financial turnover.

Article 15.     APPLICABLE LAW – SETTLEMENT OFDISPUTES

The Order shall be governed by and construed exclusively in accordance with the laws of France.

Any dispute or disagreement pertaining to the existence, execution and/or interpretation of the Order, that cannot be settled on an amicable basis within a reasonable period of time, shall be finally settled by the Commercial Court of Romans (France).

 

B.  Rules applicable to the Supply of Goods

These specific Rules are applicable to Orders for the Supply of goods and, as such, provide a complement to the Common Rules outlined above.

Article 16.     DELIVERY

Unless otherwise specifically agreed, delivery of the Supply is performed in accordance with the DAP Incoterm (ICC 2020), to the Client’s address on the date and within the Client’s opening hours stipulated in the Order

Risks related to the Supply shall pass to the Client upon delivery to its premises or any other place designated by the Client in the Order. Ownership of the Supply shall be transferred to the Client upon delivery.

In case the Goods are subject to an export licence, the Supplier shall inform the Client in writing ahead of the delivery of Goods.

Article 17.     WARRANTY

Unless otherwise stated in the Order, the Supplier warrants that for a period of twenty-four (24) months after acceptance of the Supply compliant to the Order by the Client, the Supply shall be free from faults and defects in design, material, workmanship and any other faults and defects. In the event of repair or adaptation of the Supply, the guarantee period shall be automatically extended for a period equivalent to that during which the Client shall have been deprived of the Supply. All expenses arising from repair, adaptation or replacement of the Supply (parts, labour, transport, carrying out of the Order by a third party, etc.) shall be borne by the Supplier. Acceptance of the Supply by the Client shall not relieve the Supplier of its obligations in any way and shall not be deemed as a waiver of the Client’s rights nor an engagement of its responsibility.

C.  Rules applicable to the Provision of Services

These specific Rules are applicable to Orders for the provision of services for the Client and, as such, provide a complement to the Common Rules outlined above.

Article 18.     SUPPLIER’S OBLIGATIONS

The Supplier undertakes to honour the Order in good faith in accordance with its specifications and conditions and in compliance with any applicable standards, regulations and codes of practice.

All Supplier employees assigned to provide the Service that is the object of the Order shall remain at all times under the direct managerial and disciplinary authority of the Supplier, even when working on the Client’s premises.

The Supplier and its assigned employees shall be bound to comply with all rules in force on the Client’s premises.

The Supplier hereby undertakes to respect, throughout the duration of the Order, any applicable law, notably all tax provisions and the provisions of the French Labour Code if applicable.

Article 19.     INTELLECTUAL AND INDUSTRIAL PROPERTY

19.1. The Client shall acquire full ownership of all results produced during fulfilment of the Order (hereinafter the “Results“), including, but not limited to, all studies, know-how, plans, design notes, drawings, software and prototypes, whether patented or not.

This notion of ownership includes all property rights and in particular the right of reproduction, the right of arrangement and modification, the right of representation, the right of use, the right of distribution and the right of retrocession.

The Client shall assume sole ownership of all Results and intellectual property rights emanating from the Order, including all rights relative to software and source codes. The Supplier thus foregoes all rights and undertakes to support the Client in any process to protect said rights for the benefit of the Client.

19.2. In the event that the Supplier subcontracts part of the Order, it shall undertake to obtain the assignment of rights required for a third-party intervention.

19.3. The publication, recording, photographing and publicizing of any elements relative to the Order or the Results is totally prohibited without the Client’s prior written agreement.

Article 20.     PERFORMANCE AND DELIVERY

20.1. The Supplier hereby acknowledges that it has received all the information required for the fulfilment of the Order, in particular in terms of deadlines, costs, quality and safety.

The Supplier must immediately notify the Client in writing of any incompatibilities, errors or omissions found in the documents and specifications provided by the Client, who undertakes to take immediate action to remedy the situation. Under no circumstances whatsoever may the Supplier take advantage of such incompatibilities, errors or omissions in order to execute the Order in sub-standard or professionally unacceptable conditions or to deliver an incomplete or non-compliant Supply.

20.2. The Supplier undertakes to deliver the Supply within the stipulated lead time and under conditions that are compliant with the technical specifications.

Article 21.     WARRANTY

The Supplier hereby guarantees the Client undisturbed use and enjoyment of all rights conferred within the framework of the Order.  For a period of twenty-four (24) months from receipt of the Supply, the Supplier undertakes, free-of-charge, to take all necessary steps to correct any errors and to put right any defects. The Client shall inform the Supplier in writing of any such errors or defects affecting the Supply and then consider and give its approval to corrective measures proposed by the Supplier.

All costs and expenses incurred in the application of this article shall be borne by the Supplier.