1. GENERALITIES

Each order from the Buyer rightfully involves its acceptance in their entirety of the present general conditions of sale which shall prevail over any other document and in particular the Buyer‘s main general conditions of purchase. If any general conditions were mentioned in the order those conditions would be reputed null and void. The Parties have exchanged, in full transparency, all the information of which they are aware of and which they consider to be essential for them to agree on the Order.

 

2. THE ORDER

2 .1 The list being not limitative, the order is made of the following documents :

– specific conditions of order as accepted by THALES,

– present general conditions of sale, and

– any document attached.

2.2 In case of discrepancy between the above contractual documents, the order of priority is the one established above.

2.3 The order is deemed passed after its written acceptance by THALES by Order Acknowledgment (hereinafter “OA”).

 

3. PRICES-TERMS OF PAYMENT

3.1 PRICES

Prices quoted herewith are free of taxes and established according to the current economic condition, at the date of remittance of the offer, for Equipment delivered EXWORKS in light packaging, or upon date of order confirmation. Unless otherwise stipulated the present offer remains open for acceptance during a period of three (3) months from the date hereof.

3.2 CONDITIONS OF PAYMENT

3.2.1 Payments shall be made by the Buyer to THALES through bank transfer in accordance with our order acknowledgement, from the date for invoicing which will occur on the following deadlines:

• potential deposit within 15 days after reception of OA set forth in section 2.3,

• balance of order within five days preceding equipment delivery.

3.2.2 In case of failure in the payment of an invoice the Seller shall be entitled to recover, automatically and without prior notice, interest for late payment in the amount of three times the legal interest rate applicable in France for the relevant period, calculated from the due date until the date of full payment. In addition, Thales LAS France shall receive forty euros (40€) as an indemnity for debt collection costs, and this without prejudice for THALES to exercise of other rights. In addition, THALES shall be entitled to suspend further delivery in whole or in part, without incurring any liquidated damages, penalties and/or further liabilities after providing formal written notice to Buyer, by registered letter remained ineffective on Buyer’s side for eight (8) days from reception

 

4. TAXES

All taxes, levies and duties, existing or to be created outside the French Territory, shall be borne by the Buyer.

 

5. DELIVERY DATE

5.1 Delivery times for Equipment are set out in the OA under section 2.3. delivery times are computed from the date of receipt of the potential deposit by THALES as per article 3.2.1.

5.2 THALES will not be responsible for any failure to comply with the terms due to independent events of which THALES is not exclusively and fully responsible for.

 

6. ORDER CHANGE

The order once accepted by THALES can only be modified after written mutual agreement of both Parties..

 

7. CONDITIONS OF DELIVERY

Delivery shall be deemed to be made in THALES’ factory in Saint-Héand (42570). (Delivery FCA according to ICC Incoterms 2020 n°723E) and all provisions of such INCOTERMS shall be deemed included in the order. In case of delay by THALES of more than thirty (30) days in the availability of the Equipment, the Buyer shall be entitled to terminate the order at no charge by registered letter. Any payment made to THALES will be refunded. In case of failure by the Buyer to take possession of the Equipment within ninety (90) days from the date of availability, THALES may cancel the order as of right without further formalities and the possible paid deposit shall remain with the benefit of THALES. Furthermore, storage cost corresponding to 0.5% of the value of the Equipment per week may be charged THALES until recovery by the Buyer of the Equipment.

 

8. RISK AND TITLE TRANSFER

8.1 Risks of loss shall pass to the Buyer at the delivery of the Equipment FCA THALES factory in Saint-Héand.

8.2 Ownership of the Equipment shall remain in THALES until full payment for, notwithstanding delivery to the Buyer. Upon the Buyer’s failure to make payment by any one due dates THALES may retake possession of the Equipment delivered. Nevertheless and as expressly agreed, the Buyer will be responsible for all damages and losses arising after delivery. From the delivery date the Buyer undertakes to have the Equipment insured to the sole benefit of THALES until full payment by the Buyer.

 

9. GUARANTEE

9.1 EQUIPMENT GUARANTEE

THALES guarantees the Equipment (except consumable elements) to be free from any material and manufacturing defect for a period of one (1) year from delivery date. The guarantee is limited, at THALES’ option, to either the replacement or the repair of the Equipment accepted by him as being defective, to the exclusion of any other form of compensation.

The defective Equipment (or part of) will be returned to THALES’ factory paid by the Buyer as per DAP Incoterms 2020. The repaired or replaced Equipment (or part of) will be delivered free of charge by THALES to the Buyer. The guarantee will not apply I) to Equipment which have been modified or integrated without written approval from THALES; II) to Equipment which have not been stored, installed, protected, maintained and used in accordance with THALES instructions and documentations; III) in case of normal wear and tears, in case of accidents.

9.2 IMPLEMENTATION OF THE GUARANTEE

In order to benefit from this guarantee, the Buyer must advise THALES in writing of any defects which could appear with full details and without delay. The Buyer has to sure that THALES will have the possibility to check, or, if the case arises, to remedy defectiveness at the Buyer’s facility. This guarantee will not apply in case of intervention or repair made by the Buyer himself or a third person without any prior written authorization.

Fulfillment of the above obligations by THALES shall be in full satisfaction of THALES’ liability with respect to any defects in the Equipment ascertained after delivery and during the period stated in this Clause 9.

 

10. CONFIDENTIALITY / INTELLECTUAL PROPERTY RIGHTS

The Buyer will have to keep confidential all documents, planning and information transmitted by THALES and make sure that they are not disclosed, neither reproduced, nor used by a third party, and this, for a period of ten years from a disclosure of such documents.

The content of these documents, plan and so on…, remains the property of THALES. All intellectual and/or industrial property rights relating to the Equipment shall, subject to any rights of third parties, remain, at any time, exclusively vested in THALES.

The Buyer recognizes that disclosure of these documents and information regarding the Equipment does not confer on him any right to manufacture or to have manufactured the Equipment or part.

 

11. TERMINATION

Either Party may terminate the order, by operation of law and without further formality, by serving a written notice to the other Party with immediate effect, in case the defaulting Party:

(i) is in material breach of its obligations under these general conditions of sale for reasons other than causes beyond his control and/or except where such failure is attributable to the other Party, or

(ii) does not remedy such breach within thirty (30) days from a first written notice to this unserved Party by the claiming Party; or

(iii) force majeure event for a continuous period exceeding six (6) months as provided in Clause 12 of these Conditions; or

(iv) the non-defaulting Party may also terminate the order, without prior notice, in case of violation by the other Party of its obligations as provided under the Clause 13.

 

12. LIABILITY

In no events shall THALES be liable for any indirect, incidental, special, punitive and/or consequential damages such loss of profit, of production or of interest, arising or resulting from the performance of the order or use and exploitation of the Equipment. In any other case the liability of THALES shall be limited to thirty per cent (30%) of the amount of the order effectively paid.

 

13. ETHICS

The Parties shall always act in accordance with the national and foreign laws and regulations applicable to the prevention of risks of corruption and influence peddling and in particular French law n° 2016-1691 of 9 December 2016 relating to transparency fight against corruption and modernization of the economy (“Sapin II Law”).

Whether directly or through third parties, the Parties shall not offer or promise any gift or advantage to a person, for himself or for others, with the purpose that this person abuses or because this person would have made illegitimate use of its real or supposed influence in order to obtain distinctions, jobs, contracts or any other favorable decision.

The Parties shall not solicit or accept for themselves any offer, promise, gift or advantage of any kind, to make illegitimate use of their influence for the purpose of making or obtaining any favorable decision. The Parties declare to have implemented a compliance program that meets the requirements of the Sapin II Law, insofar as they are subject to this requirement.

 

14. FINAL DESTINAION

In application of Article 12g of Council Regulation (EU) No 833/2014, the Buyer shall not sell, export or re-export, directly or indirectly any goods and/or technologies supplied under the Order to:

I. the Russian Federation or for use in the Russian Federation and in the Ukrainian territories controlled by the Russian Federation, or

II. any individual or entity subject to EU sanctions or restrictive measures, as well as to any entity owned, controlled or acting for individuals or entities subject to EU sanctions or restrictive measures. The Buyer undertakes to report immediately to THALES any suspicion of, allegation of or actual violation of the restrictive measures set forth in items i) and/or ii) above and shall immediately cease any such sale, export or reexport of goods and/or technologies supplied by Thales LAS France.

Any violation of this article shall be deemed as a material breach by the Buyer of its contractual obligations, thereby entitling THALES without incurring any liability whatsoever, whether for payment of damages, by way of an indemnity, for costs or otherwise, to either :

– suspend the performance of the Order as long as the breach is not satisfactorily remedied, and/or

– terminate the Order with immediate effect, The above being without prejudice to any damages or remedy THALES may be entitled to under the Order or at law.

 

15. FORCE MAJEURE

THALES shall not be liable to the Buyer for any failure or delay in performance if it cannot perform its obligations under the Order due to the occurrence of a force majeure event i.e. any event beyond its reasonable control such as but not limited to: war declared or not, hostilities, act of the public enemy, embargos, international sanctions, civil commotion, sabotage, fire, flood, explosion, epidemics, quarantine restrictions, outbreak and spreading of any pandemic, disturbance and/or shortage in supplies from normally available sources (including but not limited to raw materials, electronic components, electricity, water, fuel and the like), strike and lockout, delay from a subcontractor caused by an event of force majeure as defined herein. …

In such a case, written notice of the event shall be given by THALES to the Buyer and the time schedule will be automatically extended by the number of days necessary to overcome the cause in question. The performance of the order shall be resumed as soon as practicable after the cause in question has come to an end.

If the performance in whole or part of any obligation under the order is delayed by reason of force majeure for a period exceeding six (6) months, either Party may request termination of the order or any part thereof; then the Parties will try to agree upon a liquidation settlement; failing such an agreement, the provisions of Clause 15 will apply.

 

16. APPLICABLE LAW – JURISDICTION

16.1 The order is governed by French law, excluding its conflict of laws provisions.

16.2 In the event of any dispute, controversy or claim arising out of or in connection with the order (hereinafter a “Dispute”), the Parties shall at first, do their best efforts to settle such Dispute amicably.

16.3 If the Parties are unable to settle amicably the Dispute according to the foregoing within thirty (30) calendar days, the Parties agree to submit the said Dispute to settlement proceeding:

• The Buyer is based in France: the Parties agree to submit the said Dispute to Mediation Rules of the Centre for Mediation and Arbitration of Paris (hereinafter “CMAP”. If the Dispute has not been settled in sixty (60) calendar days after the filing of a request for CMAP as mentioned above, such Dispute shall be finally settled by the arbitration Rules of CMAP. The language to be used shall be French.

• The Buyer is based outside of France: first to proceedings under the International Chamber of Commerce (ICC) Mediation Rules. If the Dispute has not been settled pursuant to the said Rules within sixty (60) days following the filing of a Request for Mediation or within such other period as the Parties may agree in writing, such Dispute shall thereafter be finally settled under the Rules of Arbitration of the ICC by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Paris (France). The language to be used in the arbitral proceedings shall be English. The arbitration proceedings shall be confidential.