6. CASE OF UNFORESEEN CIRCUMSTANCES AND FORCE MAJEURE

6.1 Unforeseen clause

In the event of an occurrence, beyond the control of the parties, that compromises the balance of the contract to the detriment of the Supplier's performance of its obligations, the parties agree to negotiate in good faith the amendment of the contract. In particular, the following events are considered: change in the price of raw materials, modification of customs duties, changes in the exchange rate, changes in legislation, changes in the financial situation of the Client. In the absence of an agreement between the parties within a reasonable period, taking into account the economic stakes, the Supplier may terminate the contract by giving one month's notice.

6.2 Force majeure

None of the parties to this contract can be held responsible for its delay or failure to perform any of its obligations under the contract if such delay or failure is the direct or indirect effect of a force majeure in a broader sense than French Law; such as:

• • Occurrence of a natural cataclysm
• • Earthquake, storm, fire, flood etc.
• • Armed conflict, war, attacks
• • Labor dispute, total or partial strike at the Supplier or customer’s companies
• • Labor dispute, total or partial strike at suppliers, service providers, carriers, posts, utilities etc.
• • Imperative injunction of public authorities (import ban, embargo)
• • Operational accidents, breakage of machinery, explosion at Supplier or at its suppliers and service providers

 Each party shall inform the other party, without delay, of the occurrence of force majeure when it becomes aware and what, in its opinion, is liable to affect the performance of the contract.

If the duration of the impediment exceeds 10 working days, the parties shall consult within 5 working days after the expiry of the aforementioned period to examine in good faith whether the contract should continue or be terminated.

7. QUANTITIES DELIVERED

From a quantitative point of view, the number of products indicated on the contract makes the rule. However, there is a certain tolerance on the number of products executed, delivered and invoiced, this being agreed between the Supplier and the Customer during the negotiation of the contract. In the absence of prior agreement, the generally accepted tolerance is + 10% to -5% of the number of products mentioned in the contract.

In the absence of any specific express agreement, when the counting is carried out by weighing, particularly in the case of delivery of large series, it is the actual weight of the piece, determined by a representative sample, that is decisive for determining the quantity.

Any quantitative dispute over the parts can only be considered by the Supplier if it has been notified to it within a maximum of 48 hours after the product checks.

The Customer may be entrusted with providing raw materials for the execution of the Supplier's services. Unless otherwise stipulated, the raw materials entrusted by the customer for the manufacture can not give rise to a reimbursement that surpass a loss of 5% of the quantity entrusted. The parties will jointly define the terms of repayment.

8. PAYMENT

8.1 Payment timelines

The payments shall be settled, unless there is a specific express agreement, on the 30th day following the delivery date. The goods shall always be payable to the Supplier’s address. Payments made or accepted shall not imply any novation or derogation to this timeline of payment conferring jurisdiction.

The contractually agreed payment dates cannot be unilaterally contested by the Client under any pretext whatsoever, including in the event of a dispute. Early payments shall be made without any discount, unless there is a special agreement.

In the case of payment by bills of exchange, it shall be returned with acceptance within seven days from when it was sent.

8.2 Late payment

By express agreement, unless deferment of settlement is requested in time and agreed by the Supplier, failure to pay for products by the deadline fixed shall lead to: 1) immediate payability of all sums due, regardless of the planned method of payment (whether payment by bills of exchange is accepted or not) – 2) payability of a penalty payment with a compensation of 15% of sums due, in addition to statutory interests and any legal costs.

In accordance with the article L441-6 of the French commercial code, penalties in case of delays shall be applied when the sums due are paid after the payment date indicated on the invoice and when the payment occurs after the deadline set by the present general terms and conditions of sale. Any late payment shall result in the application of late payment interest equal to the European Central Bank's latest refinancing rate, plus a further seven points.

In accordance with the article L441-6 al 12 of the French commercial code modified by the law of 22 March 2012 and in application of the article D-5 of the French commercial code, a fixed lump sum payment for the recovery costs of forty euros shall be legally due by the Client from the very first day of delay. If the recovery costs incurred are higher, an additional compensation upon justification can be claimed by the Supplier.

8.3 Change in the Client’s circumstances

In the event of deterioration in the Client’s circumstances as established by a financial institution or as demonstrated by a significant delay in payment or when there is a delay in payment by bills of exchange, or when the financial circumstances are significantly different from the data provided, the delivery shall only be made in exchange of immediate payment.

In the event of late payment, the Supplier shall have a right of retention of the manufactured products and related supplies.

In the event of the sale, transfer, pledged collateral or contribution of its business assets or a significant proportion of its assets or equipment by the Client, the Supplier reserves the right and without prior formal notice:

- to declare the forfeiture of the payment deadline and in consequence the immediate payability of any sums still due

- to withhold any shipment

- to record on the one hand the termination of all on-going contracts and to retain on the other hand the instalments received as well as tools and parts held, until any compensation amount is set.

8.4 Clearing of payments

In accordance with the article L442-6 I 8 of the French commercial code, the Client shall refrain from any illicit practice of automatic debiting or crediting and invoicing the Supplier for any sum which would not have been expressly recognised by the latter as being its responsibility. Any automatic debit shall constitute an outstanding payment and shall lead to the application of the provisions in article 6.2 regarding late payments.

However, the parties reserve the right to have recourse to the legal or contractual compensation for the debts.

8.5 Subcontractor payment guarantee

When the concluded contract is part of a chain of company contracts, as defined in the French law no. 75-1334 of 31 December 1975, the Client shall be legally obliged to get the Supplier accepted by its own prime contractor. It shall also be obliged to make the latter accept the Supplier’s terms and conditions of payment. Failing this, the Client shall not be able to make use of the subcontracting contract in any capacity, including in the event of liability. Nonetheless, the Client shall remain liable to the subcontractor.

9. SALE UNDER TITLE RETENTION CLAUSE

The goods which make up the order shall remain the full property of the seller until the effective payment of the complete price, including the principal and ancillary charges. The risks shall nonetheless be at the charge of the buyer from the time of delivery, as stipulated in the article 3.2. Any transformation or reselling of the goods shall be subject to an express authorisation from the vendor.

Under the present clause, failure to pay any of the instalments may lead to the sold goods being reclaimed.

10. TOOLS

The costs incurred by the Supplier for the study and design of tools and the manufacturing development shall be subject to a financial contribution by the Client, for which it shall be invoiced separately.

The tools developed by the Supplier and customised to its processes and its equipment, shall remain its property and shall remain in its plants.

The Client’s contribution to the costs of the tools shall not give the Client the right to use these tools in the Supplier’s plants. It shall not grant any transfer of material or intellectual property rights or know-how.

11. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

11.1 Intellectual property and know-how of documents and products

All intellectual property rights and the know-how contained within the documents transmitted, the products delivered and the services performed shall remain the exclusive property of the Supplier.

Any transfer of intellectual property rights or know-how shall be subject to a contract with the Supplier.

The Supplier reserves the right to use its know-how and the results of its own research and developments.

11.2 Confidentiality clause

The parties shall reciprocally commit themselves to a general confidentiality obligation in respect to all spoken or written information, regardless of its nature and the form in which it is presented, exchanged in the framework of the preparation and execution of the contract. This excludes information which is common knowledge to the public or which shall become so through means other than through the fault or because of the Client.

Consequently, the parties shall commit to never disclose or communicate, in any manner or form, directly or indirectly, all or part of the confidential information to anyone without the written and prior authorisation of the other party.

They shall also commit not to use all or part of the confidential information for purposes or for an activity other than for the execution of the contract and not to copy or reproduce all or part of the confidential information.

The Client shall commit to take all the measures necessary to ensure that the confidentiality obligation is complied with for the entire duration of the contract and even after it has expired, and shall further guarantee that all its employees shall comply with this obligation. This obligation is an obligation of result.

11.3. Guarantee in the event of copyright infringement

The Client shall guarantee that when the contract is concluded, the content of the drawings and specifications and their implementation conditions do not use the intellectual property rights or know-how held by a third party. It shall guarantee that it can have them at its unrestricted disposal without infringing any contractual or legal obligations.

The Client shall guarantee the Supplier against the direct or indirect consequences of all civil or criminal proceedings resulting in particular from an action for copyright infringement or unfair competition.

12. LIABILITY

12.1 Definition of the Supplier’s liability

The Supplier's liability shall be strictly limited to fulfilling the Client's specifications, as stipulated in the technical specifications.

In the event of error in dimension or material defect, the Supplier’s liability shall be limited to the sole replacement of the faulty goods, without any form of compensation.

The liability of the Supplier shall be excluded:

- for defects originating from materials supplied by the Client

- for defects originating from a design produced by the Client, from technical choices imposed upon

- for defects arising wholly or in part from normal wear and tear of the part, degradations or accidents attributable to the Client or a third party

- in case of use that is abnormal or non-standard or non-compliant with the intended purpose of the product or with industry standards or with the Supplier’s instructions and recommendations.

12.2 – Limits of the Supplier’s liability

The Supplier's liability shall be limited to direct property damages caused to the Client as a result of faults attributable to the Supplier in the execution of the contract.

The Supplier shall not be held liable for any detrimental consequences of faults committed by the Client or by third parties in relation to the execution of the contract.

Under no circumstances shall the Supplier provide compensation for any immaterial or indirect damages.

The Supplier's civil liability, for any causes except those involving physical injuries and gross negligence, shall be limited to a maximum sum of the value of the amount invoiced and received for the defective supply.

The client shall be required to notify the non-conformity of parts concerned within the following maximum time periods, starting from the delivery date:

- 15 days for obvious non-conformities

- 3 months for other non-conformities with this timeframe being reduced to a month for mass productions.

At the end of these time periods, claims shall not be accepted. Should the Client bring the parts into conformity without Segepo’s agreement, at its own initiative and expense, it shall lead to the loss of the warranty rights.

The Client shall guarantee that its insurers or any third parties with which it is in a contractual relationship shall waive any claims against the Supplier or its insurers beyond the limits and exclusions stipulated above.

 13- JURISDICTION AND APPLICABLE LAW

The parties shall attempt to settle amicably any disputes before referring them to the Court of appropriate jurisdiction. Should an agreement not be reached amicably, it is expressly agreed that any dispute relating to the contract shall be dealt with under the exclusive authority of the competent court where the Supplier is based, even if it involves the introduction of third parties or several defendants.

The contract is exclusively governed by the French law.

SEGEPO GROUP, 379 Route de Charentay, F- 69220 Saint-Lager

Tel. +33(0)4.74.66.77.00 - Email: info@segepo.com

Latest update made on: April, 18.2018