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General conditions for sale

I - GENERAL STATEMENTS

1.1 - Customary professional practices

These general terms and conditions of business transactions codify the customary professional practices between the purchaser and the supplier for the sale of products and the provision of related services. In that regard, they are considered as professional reference.

1.2 - Application of the General Terms and Conditions

They conform to the regulations of competition law.

Pursuant to article L.441-6 of the Commercial Code, the supplier's general terms and conditions for sale constitute the legal basis of commercial negotiations.

This general terms and conditions for sale apply to the contractual relationships between Watts Industries France SAS, Valpes SAS, SOCLA SAS and Watts Electronics SA individually designed herein as the "Supplier" and the purchaser company hereinafter referred to as the "Purchaser". Any departure from these general terms and conditions must be expressly accepted by the Supplier in writing.

1.3 - Legal status of contracts

These general terms and conditions are governed by the law of sales when they apply to the supply of standard products, by business contract law and, when appropriate, by the law of subcontracts, when they apply to the manufacturing of a product based on specifications or to a provision of services.

1.4 - Cooperation of the parties

The Purchaser has the duty to cooperate with the Supplier and to provide it in writing with all complete, specific and reliable information regarding:

- its clearly expressed needs,
- the conditions for operation of the equipment and for the environmental requirements thereof,
- the composition and special characteristics of products that it must treat with the equipment.

The conformity to the contract shall be assessed in function of whether or not the Purchaser fulfils these obligations. In no event shall the Supplier be held responsible for the consequences of an omission or error in elements that the Purchaser provides. These obligations also involve possible phases of study, realization and development of the equipment, and apply as well to the Purchaser's agent or representative.

The Supplier shall be attentive to the Purchaser's requests, and shall satisfy them to the extent that it is feasible to do so, providing that they comply with the contract and the professional standards. The Supplier shall advise, within the limit of its technical knowledge, of any possible construction constraints and effects of which it may become aware regarding use of the equipment.

II - CONTRACTUAL DOCUMENTS

These general terms and conditions for sale, as well as the particular terms and conditions agreed by the two parties constitute an integral part of the contract.

The Supplier's technical specifications constitute the technical basis of contracts unless otherwise specifically agreed.

Documents such as promotional materials, catalogues, advertising, and prices that are not expressly specified in the particular terms and conditions are not part of the contract. Information, photos, weights, prices and drawings appearing in catalogues, leaflets and price lists are provided only for indicative purposes, and are not contractual documents. The Supplier reserves the right to make any changes therein.

III - ORDERS, TRAINING AND CONTENT OF THE CONTRACT

3.1 - Offer, prices and acceptance

Unless otherwise provided, the offer is valid for one month.

The prices are established net of taxes, customs duties, costs of transport, insurance and packing, and are billed pursuant to the contractual terms.

Unless otherwise agreed beforehand on a specific price, any delivery of catalogue products is invoiced at the price indicated on the order's acknowledgement of receipt.

Payments are made in euros unless otherwise specified in the contract.

If, in order to satisfy the Purchaser's requests, specific prior studies are required for establishing the offer, but this offer is not followed by an order, these studies shall be subject to a specific charge.

Completion of the contract occurs only with the Supplier's express acceptance of the order in writing by any means. An intention to place an order shall not be deemed to constitute an order.

3.2 - Content of supplies (provisions not applicable to WATTS ELECTRONICS)

The contract shall be limited strictly to the supplies and services that are expressly specified by the Supplier in its offer or catalogue. The Supplier reserves the right:

- to replace the contractual products by products of equivalent specifications, subject that the Purchaser does not suffer any price increase or a change in quality, and
- to entrust to any subcontractor of its choice the totality or part of the contractual studies, supplies or services.

3.3 – Change

Any change in the contract requested by the Purchaser must be expressly accepted by the Supplier and formalized in a written agreement, which shall take into account the additional costs and times resulting there from.

3.4 – Suspension

Any suspension of the contract requested by the Purchaser must be expressly accepted by the Supplier and formalized in a written agreement. Such agreement shall provide the duration of suspension, as well as the additional costs and times as a result thereof.

In any event, the Supplier may invoice the part of the order that is already in process.

ONLY APPLICABLE TO WATTS ELECTRONICS: and specific components already provided on the basis of forecasts provided by the Purchaser.

3.5 - Cancellation of order

The order expresses the Purchaser's irrevocable agreement and its commitment; hence, the Purchaser cannot cancel it unless the Supplier expressly consents thereto beforehand. Consequently, if the Purchaser requests cancellation of all or part of the order, the Supplier has the right to demand execution of the contract and full payment of the sums stipulated therein.

ONLY APPLICABLE TO WATTS ELECTRONICS: the Supplier may invoice the part of the order that is already in process and specific components already provided on the basis of forecasts provided by the Purchaser.

ONLY APPLICABLE FOR HIGHLY CUSTOMIZED PRODUCTS. Highly Customized Products are special or modified products which are adapted to specific customer needs and requirements and for which the Supplier does not have an alternative future use. Highly Customized Products are – by nature - not destined to be sold to other customers, except to the Purchaser who ordered it.

In the event that the Purchaser cancels an order for Highly Customized Products for reasons which are not imputable to the Supplier, the Supplier shall be entitled to charge to the Purchaser, and Purchaser shall compensate to the Supplier, an amount equal to any and all costs and expenses incurred by the Supplier in performing the purchase order until receipt of the notice of cancellation (including for instance and where applicable studies, development and testing costs incurred for the development of the Highly Customized Product, as well as existing inventory of Highly Customized Products and any and all specific components that would have been specially purchased or manufactured by the Supplier to perform the purchase order). Upon request of the Purchaser, the Supplier will detail its costs and expenses which will in total in no case be higher than the agreed purchase price for the relevant order.

The Purchaser is entitled to prove that the Supplier incurred a lower damage or no damage at all.

3.6 - Returns of products

A return - i.e. the return of goods and the establishment of a credit for the Purchaser - may be effectuated only with the express prior written agreement of the Supplier, which will specify the conditions of such return. For this, the Purchaser must contact the Supplier's commercial department in order to get prior agreement and a return reference.

The fact that the Supplier agrees to take back a product, does not confer on the Purchaser the right to return other products, even if identical.

If the Supplier consents to a return, it must, in particular, meet the following cumulative conditions:

- a return is accepted only of products displayed in the Supplier's catalogue in effect at the time of the return request;
- the Purchaser must return the product carriage paid, at its expense and risk, to the place indicated by the Supplier;
- any goods to be returned must be sent back with the return reference provided by the Supplier's commercial department otherwise the return will not be accepted;
- the product must be returned in perfect condition, protected and packed in its original packing;
- a return does not exempt the Purchaser from its obligation to pay;
- a return gives rise to the establishment of a credit corresponding to the price of the products involved, after verification of the condition thereof, less a fixed deduction for administrative processing of the return (40%), an additional charge may be applied if, among other, reconditioning, painting or change of packing is necessary for the products to be re-stocked, being specified that for WATTS ELECTRONICS no additional charge will be applied.

MICROFLEX PRODUCTS: only the fully crowns of 100 ml packed in its original packing and in perfect state may be returned. The product must not have more than a month at reception at the Purchaser.

ONLY APPLICABLE TO WATTS ELECTRONICS: no returned material shall be accepted without a dedicated return authorization number. The returned material must be packed in order to avoid any damage during the transportation. A full description of the identified dysfunction must be attached to the returned material. Within 7 days after RMA issuance, the returned material is made under the responsibility of the customer. If the returned material has not been dealt through the RMA procedure, products will be resent at customer costs.

PROVISIONS NOT APPLICABLE TO WATTS ELECTRONICS: if the product has been manufactured pursuant to specifications elaborated to meet technical specificities of the Purchaser, no return shall be accepted.
Moreover, products which have been marked and/or modified by the Purchaser after their sale cannot be returned.

IV - CHARACTERISTICS AND STATUS OF ORDERED PRODUCTS

4.1 - Purpose of the products

Delivered products conform to the technical regulations applicable thereto and to technical standards in respect to which the Supplier has expressly declared the conformity thereof.

The Purchaser is responsible for installing and implementing the product pursuant to the ordinary conditions of use and in accordance with the safety and environmental laws that are in effect at the place of use, as well as with the proper procedures of its profession.

In particular, it is the Client's responsibility to select a product that meets its technical requirements and, if necessary, to ensure with the Supplier that the product is suitable for the envisaged application.

4.2 - Packing of products

Non-returnable packing is not taken back by the Supplier. Packing is effectuated according to the Supplier's standard. It conforms to the applicable environmental regulations according to the purpose of the products. The costs of special packing shall be covered by the Purchaser. The Purchaser commits to eliminate the packing pursuant to the local environmental laws.

V - INTELLECTUAL PROPERTY AND CONFIDENTIALITY

5.1 - Intellectual property and knowledge of documents and products

All of the intellectual property rights, as well as the knowledge included in transmitted documents, delivered products and provided services remain the Supplier's exclusive property. Any transfer of intellectual property rights or knowledge must be subject to a specific contract. The Supplier reserves the right to make use of its knowledge and results in its research and development work.

All plans, descriptions, technical documents or estimates provided to the other party are transmitted thereto as a gratis loan, the purpose of which is to evaluate and discuss the Supplier's commercial offer. They shall not be used by the other party for any other purposes. These documents must be returned to the Supplier upon first request.

5.2 - Confidentiality

The parties are reciprocally committed to a general obligation of confidentiality regarding any oral or written information, regardless of the nature or the medium thereof (discussion reports, plans, exchanges of computerized data, activities, installations, projects, expertise, prototypes developed at the Purchaser's requests, products, etc.) that are exchanged when preparing and executing the contract, unless said information is a matter of common knowledge or will become so by means other than through the Purchaser's wrongful act or omission.

Therefore, the parties commit to:

- keep strictly secret all confidential information and, in particular, refrain from disclosing or transmitting all or part thereof to any person by any means, directly or indirectly, without the other party's written authorization beforehand;
- refrain from using all or part of confidential information for purposes or an activity other than performance of the contract;
- refrain from making copies or imitations of all or part of confidential information.

The parties commit to take all necessary measures to ensure compliance with this obligation of confidentiality throughout the duration of the contract and even after the expiration thereof, and guarantee compliance therewith, by all of their employees and subcontractors or other contracting parties. This obligation is absolute.

5.3 - Guarantee in the event of infringement

Each party guarantees that the elements it provides or designs for execution of the contract (plans, specifications, processes, and their conditions of application, etc.) do not use intellectual rights or proprietary expertise owned by third parties. They guarantee that they have the right of free disposal of said elements without conflicting with a contractual or legal obligation.

They mutually guarantee each other against the direct or indirect consequences of any action for civil or criminal liability, particularly an action for infringement or unfair competition.

VI - DELIVERY, TRANSPORT, VERIFICATION AND ACCEPTANCE OF PRODUCTS

6.1 - Times for delivery

Delivery times commence to run from the latest of the following dates:

- date of the order's acknowledgement of receipt;
- date of receipt of all of the information, approvals, materials, products, details of execution due from the Purchaser or which are necessary for execution of the contract, or, when applicable, receipt of the down payment;
- date of execution of preliminary contractual or legal obligations incumbent on the Purchaser.

The agreed time limits are important elements that must be specified in the contract, including their nature (times for availability, presentation for acceptance, delivery, legal acceptance, etc.). However, the stipulated time limits are only indicative and shall not be invoked in circumstances that are beyond the Supplier's control, particularly in the event of the Purchaser's failure to perform its contractual obligations.

6.2 - Terms of delivery

Deliveries in France are considered DAP France ("Delivery At Place") pursuant to the last publication of the INCOTERMS of the International Chamber of Commerce, in effect on the date of conclusion of the contract, and VAT-included.

WATTS INDUSTRIES FRANCE: for standard delivery, transportation costs of 27€ will be invoiced for any order below 480€ (VAT excluded)

SOCLA: for standard delivery, transportation costs of 20€ will be invoiced for any order below 250€ (VAT excluded);

VALPES: for standard delivery, transportation costs of 23€ will be invoiced for any order below 750€ (VAT excluded).

MICROFLEX PRODUCTS: for tubes: minimum order of 5ml. Transportation costs of 105€ (VAT excluded) will be invoiced for any order below 13ml of tubes.
For any order, including fittings and accessories, below 480€ (VAT excluded), transportation costs of 27€ will be invoiced.

For express deliveries, additional shipping fees will be applied depending on the weight and destination of the goods.

Export deliveries are considered FCA France ("Free Carrier"), pursuant to the last publication of the INCOTERMS of the International Chamber of Commerce, in effect on the date of conclusion of the contract, except

ONLY APPLICABLE TO WATTS ELECTRONICS: export deliveries are considered EXW Moirans – France pursuant to the last publication of the INCOTERMS of the International Chamber of Commerce, in effect on the date of conclusion of the contract.

The risks are thus transferred to the Purchaser upon delivery as specified above, without prejudice to the Supplier's right to invoke the reservation of ownership clause or use its right of retention.

In the event that the Purchaser contracts for the provision of transport services and assumes the cost thereof, it shall assume responsibility for all financial consequences of a direct action of the carrier against the Supplier. Any storage requested by the Purchaser shall be subject to an express agreement in which the financial terms, duration and risks must be specified.

Both the Supplier and the Purchaser shall comply with applicable export controls and sanctions laws of the United States of America, including, but not limited to, the Export Administration Regulations administered by the Department of Commerce, Bureau of Industry and Security, and the various economic sanctions programs administered by the Department of the Treasury, Office of Foreign Assets Control. The Purchaser may not undertake any activity, or cause or require the Supplier to undertake any activity that would be reasonably likely to result in the Supplier or any of its representatives as a United States person, violating U.S. export controls and/or sanction laws.

6.3 - Verification of products upon delivery

Whatever the terms of delivery, it is up to the recipient, at its expense and under its responsibility, to verify the products or have them verified upon their arrival.

In the event of damage or non-conformity with the purchase order, the recipient:

- shall note its reservations on the delivery slip, and shall immediately inform the Supplier in writing;
- shall express its reservations to the carrier according to the procedures and within the times specified by the regulations applicable to the mode of transport, with a copy thereof to the Supplier.

6.4 - Taking over

Upon the unpacking, the Purchaser must verify the conformity of the products with the terms and conditions of the contract, and must report to the Supplier any visible or detectable defects within 7 days as from the delivery.

Any actions, including collections, controls, inspections, tests and certificates requested by the Purchaser are at its expense. These additional actions shall be carried out in factory or on site at the Supplier's discretion.

If the product has been manufactured pursuant to specifications elaborated to meet technical specificities of the Purchaser, the contract may specify conditions of taking over.

Each of these acceptances may be effectuated with or without reservations.

Acceptance shall also be deemed to be given without reservations if the Purchaser uses the product (even in a limited way) or if it expresses reservations considered to be minor, which do not prevent use of the product in normal conditions independent of the level of the observed performance.

VII - HARDSHIP AND FORCE MAJEURE

7.1 – Hardship

If an event that is beyond the parties' control compromises the equilibrium of the contract to such an extent that one of the parties is unable to execute its obligations, the parties agree to negotiate in good faith a modification of the contract. Such events include particularly: the occurrence of a fluctuation in the price of raw materials, a change in customs duties, a change in the exchange rate or in the applicable laws and regulations. Should the parties fail in their negotiations, they agree to appoint a mediator or to call for a conciliation with the Presiding Judge of the competent Commercial Court acting as the arbitrator.

7.2 - Force majeure

Neither party to this contract shall be held liable for its delay or failure to execute its obligations hereunder if such delay or failure is the direct or indirect consequence of an event of force majeure, defined in a broader scope than that of the French case law, such as, for example: the occurrence of a natural disaster; earthquakes, storms, fires, floods etc.; conflicts, wars, attacks, labour conflicts, total or partial strikes at the premises of the Supplier, Purchaser, or the suppliers, subcontractors, providers of services, carriers, post, public services, etc.; mandatory orders from the public authorities (import prohibitions, embargos) ; operating accidents, machine breakdowns, explosions.

Each party shall immediately inform the other party of the occurrence of an event of force majeure brought to its knowledge which, in its opinion, is of such a nature as to affect the performance of the contract.

The parties must consult with each other within the shortest possible time to examine in good faith the consequences of the event of force majeure, and mutually consider the measures to be taken.

VIII – PAYMENT

8.1 - Terms of payment

Unless otherwise expressly agreed, payments shall be made at 45 days end of month or at 60 days net from date of invoice. This payment condition is in accordance with article L 441-10 of the Commercial Code.

The invoices are payable at the address on the invoices, net and in the currency specified at the bottom of the invoice.

For new customers a prepayment is requested for the first order. Prepayment is also requested for non-EEC customers.

The contractually agreed dates of payment shall not be contested unilaterally by the Purchaser for any reason whatsoever, even in the event of dispute.

Early payments are made without discount, unless otherwise specifically agreed.

8.2 - Late payment

In accordance with Act n° 2001-420 of May 15, 2001 and with the European directive 2000/35 EC of June 29, 2000, any late payment entails the application of default interest equal to the most recent refinancing rate of the European Central Bank increased by ten percentage points within the limit of three times the legal interest rate.

ONLY APPLICABLE TO WATTS ELECTRONICS:
any late payment will be submitted to penalty of three times the legal interest rate.

Any payment not made on a due date constitutes an event of default which, at the Supplier's discretion, results in the immediate payability of all sums outstanding, even those that have not yet fallen due. The fact that the Supplier invokes any one of these provisions does not deprive it of the right to apply the reservation of ownership clause stipulated in article 8.5.

In the event of late payment, the Supplier has a right of retention in the manufactured products and related supplies pursuant to article 2286 of the French Civil code.

8.3 - Changes in the Purchaser's situation

In the event of deterioration in the Purchaser's situation observed by any means and/or demonstrated by late payment or repeated tardiness, or when its financial situation substantially differs from data that are provided, the delivery of orders in process shall be made only in consideration of the immediate payment thereof.

In such event, the Supplier reserves the right without notice to:

- declare a default resulting in the immediate payability of all sums that remains owed in any respect whatsoever;
- suspend any shipment;
- establish first the rescission of all current contracts and, second, retain the instalments and parts that it received;
- reject any new order.

8.4 - Offsetting of payments

The Purchaser is strictly prohibited from any practice such as automatic debiting or invoicing of the Supplier for sums that the latter has not expressly recognized to be its responsibility.
Any automatic debiting constitutes an outstanding payment giving rise to the application of the provisions regarding late payments, and may be sanctioned pursuant to article L442-6 I 8° of the French Commercial code. Only an offsetting effectuated under conditions specified by law is permitted.

8.5 - Reservation of ownership

The Supplier retains full ownership of the products until the effective payment of the entire principal and ancillary items constituting the price. Default of payment on any due date may entail the repossession of these products. However, upon delivery, the Purchaser assumes liability for damage that these products might incur or cause.

IX- WARRANTY AND LIABILITY

9.1 - Exclusions of warranty and liability

The warranty does not apply, with all liability of the Supplier being excluded, in the following cases:

- parts subjected to normal wear and tear;
- failure of consumables (batteries...);
- installation or use that is not in conformity with the proper professional standards, building regulations or with the defined technical specifications;
- failure to comply with the installation, use or maintenance instructions;
- defective oversight, storage or maintenance;
- mistake from the Purchaser in the installation choice, set-up procedure or modification without Supplier's agreement;
- change or intervention by the Purchaser or a third party in the product that is not authorized by the Supplier, or which is made with parts and/or consumables that are not original;
- wear due to lack of maintenance;
- damage resulting from shock (physical, thermal or chemical), clumsiness, unsuitable conditions of use (freeze, corrosive or abrasive product (e.g. bleach, peroxide, chlorine, etc.), foreign body circulating in water etc.) or inexperience of the Purchaser or its employees.
- No respect of NF EN 12729 rules related to conditions of the installation and annual check of disconnectors type BA;
- models entrusted to the Supplier by the Customer, provided that in this case, responsibility is fully supported by the client or the Client or the main contractor.

The warranty does not apply, with all liability of the Supplier being excluded, in the event of default of payment by the Purchaser, without the latter having the right to prevail thereon in order to suspend or defer its payments.

9.2 - Contractual warranty

VALPES: unless otherwise stipulated, the Supplier provides a 3-year or 50,000 operations for electric actuators warranty and 2-year or 500,000 operations for pneumatic actuators warranty from the date of provision of the products in the Supplier's premises.

SOCLA: unless otherwise stipulated, the Supplier provides a 5 years warranty including the Socla pneumatic and electric actuators (except backflow preventer RPZ, water meters and all other type of motorisations which are guaranteed 1 year). The Xylia butterfly valves range, Insuflairs range and products listed in the catalogues issued by companies belonging to the Watts Industries Group are guaranteed 2 years. The warranty begins from the date of provision of the products in the Supplier's premises. Said warranty covers only defective materials and manufacturing. To invoke the warranty, the Purchaser must immediately notify the Supplier in writing of defects it has observed in the product, and specify the operating circumstances in which these defects were noticed. The disconnectors type BA are subjected to an annual statutory check and are guaranteed if the installation conditions are complied with, for a duration of one year from the date of invoicing of the product.
The warranty, at the Supplier's discretion, consists only of repairing or replacing products that it finds defective upon their arrival at its premises. Travel, transport and shipment costs and assembly and disassembly costs such as handling costs are not included in the warranty.

 

WATTS INDUSTRIE FRANCE: unless otherwise stipulated in contract, products are under warranty for a period of twelve (12) months (i) from the date of manufacturing, or failing that, (ii) form the date of invoice. Some products may be subject to a longer warranty. In this event, the warranty period will be specifically mentioned in the instructions or on the product packaging.

MICROFLEX PRODUCTS: the Supplier grants the Purchaser, and in case of subsequent sale by the Purchaser, to the final consumer, a guarantee of ten (10) years on goods sold by the Supplier. The duration of the warranty begins on the date of delivery of goods sold. The warranty covers defects in materials, defects in the production or assembly of goods sold or structural defects.

 

WATTS ELECTRONICS: unless otherwise stipulated by contract, the products are under warranty for a period of twelve (12) months from the date of the delivery to the Purchaser. The final user is responsible for all consequences resulting from an un-appropriate or mis-use of the products, or not in compliance with the instructions for use, especially the one mentioned in the product specifications. To benefit from the warranty, the Purchaser shall inform, by certified mail no later than 7 days after the default identification, about the type of dysfunction of the product and provide relevant evidences. The Purchaser must facilitate our after sales intervention to analyze and to correct the defective products.

To invoke the warranty, the Purchaser must immediately notify the Supplier in writing of defects it has observed in the product, and specify the operating circumstances in which these defects were noticed.

The return of goods is only accepted if previously authorised by the Supplier.

The warranty, at the Supplier's discretion, consists only of repairing or replacing products that it finds defective upon their arrival at its premises.

Travel, transport and shipment costs and assembly and disassembly costs such as handling costs are not included in the warranty.
Any repair is guaranteed for 6 months.

In no case does the guarantee allow a return of goods at the sole discretion of the Purchaser or a refund.

Where no agreement has been reached with the Purchaser, the Supplier will scrap any unclaimed goods 8 days after giving notice.

9.3 – Liability

The Supplier's liability is strictly limited to compliance with contractual specifications.

The Supplier shall manufacture the product or provide the service requested by the Purchaser in compliance with the standards of its profession.

The Supplier's liability shall be limited to direct material damage suffered by the Purchaser due to wrongful acts or omissions of the Supplier when executing the contract.

The Supplier shall not be required to indemnify consequential or indirect damages such as operating losses, profits, deprivation of a right or opportunity, commercial injury, financial loss.

The Supplier is not required to redress the injurious consequences of wrongful acts or omissions of the Purchaser or third parties in respect to execution of the contract, and that is especially so in the events listed in article 9.1.

The Supplier is not liable for damage resulting from the Purchaser's use of technical documents, information or data coming from, or imposed by, the Purchaser.

The Supplier's civil liability, for any causes except for bodily injuries and gross negligence, is limited to the cost of supplies collected on the date of the service.

The Purchaser guarantees the Supplier or its insurers against recourse taken by its insurers or third parties in contractual relationships therewith, above the limits and exclusions specified above.

ONLY APPLICABLE TO WATTS ELECTRONICS: WATTS ELECTRONICS liability shall never be engaged for any cause and any type of damage, direct or indirect, except in case of serious offense in the contract execution. Our liability limitation does not apply in case of personal injury or death or health injury and in case of major infringement to the contract. Our liability is strictly limited to the damages that are predictable and direct, excluding, unpredictable and indirect damages, tangibles and intangibles, especially, any business loss and, in any case, to a maximum amount of 20.000€ by occurrence, unless specific agreement between the parties.

9.4 – Export

Sale or retransfer of products supplied by the Supplier must comply with applicable laws restricting the export or re-export of those products ("Export Controls"), including all economic or financial sanctions, and trade embargoes imposed, administered or enforced from time to time by the U.S. or EU government or other relevant sanctions authority with jurisdiction over Supplier ("Sanctions Laws"). The Purchaser understands and agrees that with respect to Supplier's products provided to the Purchaser:

- Purchaser will not export, re-export or otherwise transfer Supplier's products to (i) a country, territory or person to which/whom such export, re-export or transfer is prohibited by applicable law, including without limitation Export Controls and Sanctions Laws; or (ii) to a country or territory that is itself the subject or target of comprehensive Sanctions Laws including U.S. Sanctions ("Sanctioned Territories"). As of the date hereof, the Sanctioned Territories are Crimea, Cuba, Iran, North Korea, and Syria, although the U.S. government may add or remove Sanctioned Territories in the future.

- Purchaser further confirms that it is not acquiring the products for any military, nuclear or missile end use or end user. If this is not correct, Buyer is required to notify Seller immediately at .

X – PENALTIES

When penalties and indemnities are mutually agreed, they are deemed to serve as a fixed and liquidated indemnification, and exclude any other type of sanction or indemnification. These contractual penalties are capped, and apply only to the part of supplies or services that is involved.

XI - DISPUTES AND APPLICABLE LAW

The parties commit to resolve their disputes by amicable means before submitting them to the competent Court.

These general conditions for sale are submitted to the French law.

In the absence of amicable settlement, it is expressly agreed that any dispute related to the validity, the interpretation, the conclusion, the execution of these general conditions for sales shall be adjudicated exclusively by the Court located in the area of the Supplier's registered office, even in the event of a secondary decision or a multiplicity of defendants.