These General Terms and Conditions of Sale (the “GTCS”) codify the professional practices
applicable to suppliers of pumps, vacuum pumps, compressors, valves, ancillary equipment and
related services. As such, they constitute the professional reference framework and are filed
with the Customs and Practices Office of the Registry of the Paris Commercial Court.

These General Terms and Conditions of Sale are established in accordance with the provisions
of the French Commercial Code, in particular Article L441-1 relating to the communication of
general terms and conditions of sale.
They constitute the sole basis for commercial negotiations between the Supplier and the
Customer.
These GTCS shall apply to all contractual relationships between the Supplier and the Customer
unless expressly waived in writing and accepted by both Parties.
Any clause or purchasing condition issued by the Customer that conflicts with these GTCS shall
be unenforceable against the Supplier unless expressly accepted in writing beforehand by the
Supplier.

These General Terms and Conditions shall be governed by the law of sale when they apply to
the supply of standard products.
They shall be governed by the law applicable to contracts for work and services and, where
applicable, by subcontracting law when they apply to the manufacture of products according to
technical specifications or to the provision of services.

The Customer shall cooperate fully with the Supplier and provide in writing all complete, accurate
and reliable information concerning:
• Its clearly expressed requirements.
• The operating and environmental conditions of the equipment.
• The composition and specific characteristics of the products to be processed using the
equipment.
Compliance with the Contract shall be assessed considering the fulfilment of these obligations
by the Customer.
The Supplier shall not be held liable for any consequences arising from omissions or errors in
the information supplied by the Customer.
These obligations shall also apply during any engineering, manufacturing and commissioning
phases of the equipment.
They shall equally apply to any agent or representative acting on behalf of the Customer.
The Supplier shall consider the Customer’s requests and comply with them insofar as they are
technically feasible, consistent with the Contract and in accordance with good engineering
practice.
The Supplier shall inform the Customer, within the limits of its technical knowledge, of
construction constraints and any foreseeable effects associated with the use of the equipment.

The following documents shall form an integral part of the Contract:
• These General Terms and Conditions of Sale.
• The Particular Conditions expressly agreed upon by both Parties.
Unless otherwise expressly agreed, the Supplier’s technical specifications shall constitute the
technical basis of the Contract.
The following documents shall not form part of the Contract:
• Commercial brochures
• Catalogues
• Advertisements
• Price lists not expressly referred to in the Particular Conditions
Any information, photographs, weights, prices or drawings appearing in catalogues, brochures
or price lists are provided for information purposes only and shall not be binding. The Supplier
reserves the right to modify them at any time.

Unless otherwise stated, quotations issued by the Supplier shall remain valid for forty-five (45)
calendar days from the date of issue.
Prices are quoted exclusive of taxes, customs duties, transport, insurance and packaging costs
and are based on an Ex Works (EXW) basis.
Invoices shall be issued in accordance with the terms of the Contract.
For catalogue products, any change in prices shall be notified to the Customer at least two (2)
months prior to its implementation.
Unless a specific fixed price has been agreed, catalogue products shall be invoiced at the price
stated in the Supplier’s order acknowledgement.
Payments shall be made in euros unless otherwise expressly provided in the contract. If payment
is made in a currency other than the euro (EUR), all bank charges, foreign exchange fees, and
any other commissions or costs related to the payment shall be borne exclusively by the
Customer. The amount credited to the Seller’s account must be equal to the invoice amount
expressed in euros.

The prices stated in the Supplier’s quotation are based on the economic conditions prevailing
on the date of issue.
In the event of a significant increase in the cost of Raw materials, Metals and special alloys,
technical polymers, electronic components, Electric motors, Mechanical seals, Transportation
costs, Energy costs, Customs duties &Exchange rates, the Supplier reserves the right to revise
its prices accordingly.
Such revision may be implemented whenever the increase in costs borne by the Supplier
materially affects the economic balance of the Contract.
The Supplier shall notify the Customer accordingly and provide reasonable justification for the
price adjustment.
Should the Parties fail to reach agreement regarding the revised economic conditions, either
Party may terminate the Contract without compensation for the unperformed portion thereof.
Where the aggregate cost of materials, components or services required for the performance of
the Contract increases by more than five percent (5%) compared to the economic conditions
existing when the quotation was issued, the Supplier shall be entitled to revise its prices
accordingly.
If specific preliminary engineering studies are required to prepare a quotation at the Customer’s
request and such quotation is not followed by an order, these studies shall be invoiced
separately.
The Contract shall only become binding upon the Supplier’s express written acceptance of the
Customer’s order.
A mere intention to place an order shall not constitute an order.

The Contract shall be strictly limited to the products, equipment and services expressly specified
by the Supplier in its quotation or catalogue.
The Supplier reserves the right:
• To replace the products covered by the Contract with products of equivalent specifications,
provided that this does not result in any price increase or reduction in quality for the Customer.
• To subcontract all or part of the engineering work, supplies or services forming part of the
Contract to any subcontractor of its choice.

Any amendment to the Contract requested by the Customer shall be subject to the Supplier’s
prior written acceptance and shall be formalized in writing.
Such amendment shall take into account any additional costs and lead times resulting therefrom.

Any suspension of the Contract requested by the Customer shall require the Supplier’s prior
written approval.
The corresponding agreement shall specify : The duration of the suspension, The additional
costs arising therefrom and/or Any revised delivery schedule.
In all cases, the Supplier shall be entitled to invoice the portion of the order already performed
or committed.

The Customer’s order constitutes an irrevocable commitment and may not be cancelled except
with the Supplier’s prior express written consent.
Accordingly, should the Customer request the cancellation of all or part of the order, the Supplier
may: Require full performance of the Contract, Claim reimbursement of all costs already incurred
and/or Seek compensation for any losses suffered as a result of such cancellation

No return of goods or issuance of a credit note in favor of the Customer shall be accepted without
the Supplier’s prior express written consent, which shall specify the applicable conditions.
Acceptance of a return for one product shall not create any precedent or entitlement for the
Customer regarding other products, even if identical.
Where the Supplier agrees to a return, the following cumulative conditions shall apply:
• Only products appearing in the Supplier’s catalogue in force at the date of the return request
may be returned.
• The Customer shall return the product carriage paid, at its own expense and risk, to the location
designated by the Supplier.
• The product shall be returned in perfect condition and protected in its original packaging.
• The return shall not relieve the Customer of its payment obligations.
• A credit note shall be issued only after inspection of the returned products and shall correspond
to the product price less a fixed deduction covering administrative processing costs.
Products specifically manufactured according to the Customer’s technical specifications shall
not be eligible for return under any circumstances.

For commercial reasons, the Parties may agree to enter into a sale on approval arrangement
solely with respect to a standard product, on the basis of agreed specifications and a defined
trial period.
The sale shall become final if, during the trial period, the Customer has not notified the Supplier
in writing of any alleged non-conformity with the agreed specifications, provided that such nonconformity is acknowledged by the Supplier.
In the event of non-conformity, the Customer shall return the product at its own expense, risk
and liability within eight (8) days. The Customer shall bear the cost of any inspection and, where
applicable, any restoration of the product.
Throughout the trial period, the Customer shall assume all risks associated with the possession
and use of the product and shall maintain the corresponding insurance coverage.

The products supplied comply with the technical regulations applicable thereto and with the
technical standards for which the Supplier has expressly declared conformity.
The Customer shall be responsible for implementing and operating the products under normal
foreseeable operating conditions and in compliance with the safety and environmental legislation
in force at the place of use, as well as with the generally accepted rules of good engineering
practice.

In particular, the Customer shall be responsible for selecting products suitable for its technical
requirements and, where necessary, for verifying with the Supplier that the products are
appropriate for the intended application.

Non-returnable packaging shall not be taken back by the Supplier.
Packaging shall be carried out in accordance with the Supplier’s standard practices.
Packaging materials shall comply with the environmental regulations applicable according to the
destination of the products.
Should the Customer require specific packaging, such requirement shall be expressly stated
upon conclusion of the Contract.
The costs associated with such specific packaging shall be borne by the Customer.
The Customer undertakes to dispose of packaging materials in accordance with the applicable
local environmental legislation.

The Supplier warrants that the equipment supplied complies with the regulations and standards
expressly referred to in the quotation or in the technical documentation provided to the
Customer.
The Customer shall remain solely responsible for:
• The final selection of the equipment.
• Its integration into the Customer’s industrial process.
• Compliance with the regulations applicable at the Customer’s site.
• The overall conformity of the installation.
• The safety devices necessary to protect persons, property and the environment.
The Customer shall also be responsible for carrying out a risk assessment relating to its process
and to the fluids handled, particularly where such fluids are corrosive, toxic, flammable, explosive
or hazardous to health or the environment.
The Supplier shall not be liable for any consequences arising from the use of the equipment
under conditions differing from those provided for in the Contract or incompatible with the
technical characteristics communicated.
Where the equipment is intended for use in potentially explosive atmospheres (ATEX), the
Customer shall provide the Supplier with all information necessary regarding:
• Hazardous area classification.
• Characteristics of the substances handled.
• Operating constraints applicable to the installation.
The Supplier shall not be liable for any consequences arising from incomplete or inaccurate
information provided by the Customer concerning the ATEX environment.
The Customer shall remain responsible for compliance with all regulations relating to
environmental protection, effluent treatment, atmospheric emissions, waste management and
the safety of the installations in which the equipment is operated.

The Customer undertakes to provide the Supplier, prior to the conclusion of the Contract and
throughout its performance, with all technical data necessary for the sizing, selection and supply
of the equipment.
Such data shall include, without limitation:
• The nature of the fluids and their chemical composition.
• Product concentration.
• Viscosity.
• Density.
• Minimum and maximum temperatures.
• Suction and discharge pressures.
• The possible presence of solid particles or gases.
• Cleaning conditions, including Cleaning-In-Place (CIP) and Sterilization-In-Place (SIP)
procedures.
• Operating cycles and operating conditions.
The Customer warrants the accuracy and completeness of the information provided.
The Supplier shall not be liable for any consequences resulting from inaccurate, incomplete or
subsequently modified information.
Any modification to the process data may result in a revision of: Equipment sizing, Prices,
Delivery times and/or Contractual performance commitments.

The final selection of materials and the assessment of their chemical compatibility with the fluids
used shall remain the sole responsibility of the Customer, based on the characteristics
communicated by the Customer.
The Supplier shall not be liable for any consequences arising from inaccurate or incomplete
information, or from changes in operating conditions.

All intellectual property rights, together with the know-how embodied in the documents
transmitted, the products supplied, 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 separate written
agreement.
The Supplier reserves the right to freely use its know-how and the results of its research and
development activities.
All drawings, descriptions, technical documents or quotations provided to the other Party are
supplied on a loan-for-use basis solely for the purpose of evaluating and discussing the
Supplier’s commercial offer. They shall not be used for any other purpose.
Such documents shall be returned to the Supplier immediately upon first request.

The Parties mutually undertake to maintain strict confidentiality with respect to all confidential
information, whether oral or written and irrespective of the medium used, including but not limited
to discussion reports, drawings, electronic data exchanges, activities, installations, projects,
know-how, prototypes manufactured at the Customer’s request, products and related
information, exchanged in connection with the preparation and performance of the Contract,
except for information that is publicly available or becomes publicly available other than through
the fault of the Customer.
Accordingly, the Parties undertake:
• To keep all confidential information strictly secret and, in particular, never to disclose or
communicate, directly or indirectly, all or part of such confidential information to any third party
without the prior written consent of the other Party.
• Not to use all or part of the confidential information for purposes other than the performance of
the Contract.
• Not to copy or reproduce all or part of the confidential information.
The Parties undertake to take all necessary measures to ensure compliance with this
confidentiality obligation throughout the duration of the Contract and after its termination, and
shall ensure compliance by their employees, subcontractors and any other contractors.
This confidentiality obligation shall constitute an obligation of result.

Each Party warrants that the elements it provides or develops for the performance of the
Contract, including drawings, specifications, processes and operating methods, do not infringe
any intellectual property rights or know-how belonging to third parties.
Each Party further warrants that it is entitled to use such elements freely and without breaching
any contractual or legal obligation.
The Parties mutually indemnify each other against the direct or indirect consequences of any
civil or criminal proceedings arising from, in particular, intellectual property infringement or unfair
competition claims.

The Parties undertake to comply with all applicable regulations relating to the protection of
personal data, including Regulation (EU) 2016/679 of 27 April 2016 (General Data Protection
Regulation – GDPR) and the applicable French legislation.
Personal data exchanged in the course of the commercial relationship shall be used exclusively
for order management, invoicing, commercial follow-up, after-sales services and the
performance of contractual obligations.
Each Party undertakes to implement all appropriate measures to ensure the confidentiality,
security and protection of the personal data processed.
Such data shall be retained only for the period necessary for the performance of contractual and
legal obligations.

Delivery times shall commence from the latest of the following dates:
• The date of the last Supplier’s acknowledgement of the order.
• The date of receipt of all information, approvals, materials, equipment, execution details to be
supplied by the Customer or required for the performance of the Contract, and where applicable,
receipt of the down payment.
• The date on which the Customer has fulfilled all prior contractual or legal obligations incumbent
upon it.
The agreed delivery period constitutes an important contractual element and shall be specified
in the Contract, together with its nature, whether it is a date of availability, a date for acceptance
testing, a delivery date or a legal acceptance date.
However, Delivery times are indicative only and shall not constitute an obligation of result.and
may be revised in the event of circumstances beyond the Supplier’s reasonable control, in
particular in the event of the Customer’s failure to comply with its contractual obligations.

Unless otherwise expressly stipulated in the quotation, delivery shall be deemed to take place
Ex Works (EXW) at the Supplier’s factory or warehouse, in accordance with the latest edition of
the INCOTERMS® published by the International Chamber of Commerce and in force on the
date of conclusion of the Contract.
The risks shall accordingly pass to the Customer upon such delivery, without prejudice to the
Supplier’s right to invoke the retention of title clause or to exercise any right of retention available
under applicable law.
Where transport has been arranged by the Customer and is at its expense, the Customer shall
bear all financial consequences arising from any direct action brought by the carrier against the
Supplier.
Any storage operation requested by the Customer shall be subject to the Supplier’s prior express
agreement, including the applicable financial conditions, duration and allocation of risks.

Regardless of the delivery terms, it shall be the responsibility of the consignee, at its own
expense and under its sole responsibility, to inspect or have inspected the products upon arrival.
In the event of damage or non-conformity with the delivery note, the consignee shall:
• Record its reservations on the delivery note and immediately notify the Supplier in writing.
• Notify the carrier of such reservations in the form and within the time limits prescribed by the
regulations applicable to the relevant mode of transport, with a copy to the Supplier.

The Customer shall inspect the products upon unpacking and verify their conformity with the
terms of the Contract.
The Customer shall notify the Supplier of any apparent or reasonably detectable non-conformity
within seven (7) days from delivery.
Any inspections, tests, checks or certificates requested by the Customer shall be performed at
the Customer’s expense.
Such additional operations shall be carried out either at the Supplier’s premises or at another
location chosen by the Supplier.
In the case of products manufactured according to the Customer’s specifications, the Contract
may provide for specific acceptance procedures.
Acceptance may be recorded either with or without reservations.

Where acceptance is pronounced with reservations, the Parties shall agree on a period for
remedying such reservations.
The Supplier shall notify the Customer of the acceptance date which, unless otherwise agreed,
shall not take place later than ten (10) working days following such notification.
Should the Customer fail to attend the acceptance operations after having been duly notified, an
acceptance report shall be sent to the Customer and acceptance shall be deemed to have taken
place on the scheduled date without reservations.
Acceptance shall also be deemed to have been granted without reservations if the Customer
uses the product, even to a limited extent, or if the Customer formulates reservations deemed
minor, provided that such reservations do not prevent the product from being used under normal
operating conditions regardless of the level of performance achieved.

Where expressly provided for in the Contract, acceptance tests may be carried out before
shipment at the Supplier’s premises or at any other site designated by the Supplier.
Such tests, commonly referred to as Factory Acceptance Tests (FAT), are intended to verify that
the equipment complies with the contractual specifications.
The Supplier shall notify the Customer of the test date within a reasonable period.
The Customer may attend the tests personally or appoint a representative.
The Customer’s absence on the scheduled date shall not prevent the tests from being carried
out. In such case, the results established by the Supplier shall be deemed accepted by the
Customer.
Upon successful completion of the tests, or in the event of the Customer’s absence, factory
acceptance shall be deemed achieved and shipment of the equipment shall be authorized.
Where the Contract provides for commissioning at the Customer’s site, such commissioning may
give rise to an on-site acceptance referred to as a Site Acceptance Test (SAT).
This acceptance shall be limited to verifying the proper operation of the equipment under the
conditions contractually defined.
The Supplier shall not be held liable for the failure of the SAT resulting from:
• Installation carried out by a third party.
• Non-compliant electrical power supply.
• Assembly errors.
• Operating conditions differing from those provided for in the Contract.
• Incorrect or modified process data.
• Failure of peripheral equipment not included within the Supplier’s scope of supply.
Tests performed by the Supplier shall be conducted in accordance with its internal procedures
or in accordance with the procedures provided for in the Contract, under representative
operating conditions.
Such tests are intended solely to verify the conformity of the equipment with the contractually
defined technical characteristics.
Under no circumstances shall they constitute:
• A guarantee of the Customer’s industrial process performance as a whole.
• A guarantee of the overall performance of the installation into which the equipment is
integrated.
Such performance depends notably on operating conditions, peripheral equipment, the process
used and the technical data supplied by the Customer.
The Parties shall agree upon a reasonable period for remedying any reservations.
The removal of reservations shall not give rise to any penalties other than those expressly
provided for in the Contract.
Where the Customer is invited to attend FAT tests and fails to do so, the Supplier shall conduct
the tests in accordance with its internal procedures or with the contractually agreed protocol.
The test report, together with measurement records, photographs, recordings or technical
reports issued by the Supplier, shall constitute evidence between the Parties unless proven
otherwise.
The Customer’s absence from the tests shall constitute acceptance of the results and shall
authorize the continuation of the performance of the Contract and the shipment of the equipment.

In the event of the occurrence of an external event which was unforeseeable at the time of
conclusion of the Contract, or whose economic consequences could not reasonably have been
foreseen, the Parties agree to meet and negotiate in good faith with a view to adapting the
Contract in order to preserve its economic balance.

Neither Party shall be held liable for any delay in performance or failure to perform any of its
obligations under the Contract where such delay or failure results directly or indirectly from an
event of force majeure, construed broadly to the fullest extent permitted under French law,
including but not limited to: Natural disasters, Earthquakes, Storms, Fires, Floods, Armed
conflicts, Wars, Terrorist acts, Labor disputes, Total or partial strikes affecting the Supplier, the
Customer or their suppliers, subcontractors, service providers, carriers, postal services or public
authorities, Mandatory governmental measures, including import prohibitions or embargoes,
Industrial accidents, Machinery breakdowns and/or Explosions.
Each Party shall promptly inform the other Party of the occurrence of any force majeure event
likely, in its opinion, to affect the performance of the Contract.
The Parties shall consult with each other as soon as possible in order to assess in good faith
the consequences of such force majeure event and agree on the measures to be taken
accordingly.

In accordance with the provisions of Article L441-10 of the French Commercial Code, the
payment period agreed between the parties for the settlement of amounts due shall not exceed
sixty (60) days from the invoice issue date or forty-five (45) days end of month from the same
date, unless otherwise provided by mandatory legal provisions.
Unless otherwise expressly agreed in writing, invoices are payable within thirty (30) days from
the date of issue.

Down payments shall be payable immediately and shall not give rise to any discount for early
payment.
Payments may not be deferred or unilaterally offset by the Customer, even in the event of a
dispute, except with the Supplier’s prior written consent or pursuant to a final court decision.

Any amount not paid by its due date shall automatically and without prior notice give rise to:
1 – The application of late payment interest calculated based on the refinancing rate of the
European Central Bank in force, increased by ten (10) percentage points.
2 – Payment of a fixed compensation for recovery costs in the amount of forty Euros (€40), in
accordance with Article D441-5 of the French Commercial Code.
Where the recovery costs actually incurred exceed the amount of this fixed compensation, the
Supplier shall be entitled to claim additional compensation upon presentation of supporting
evidence.
Late payment may also, at the Supplier’s sole discretion, result in:
1 – Immediate payment of all outstanding amounts due.
2 – Suspension of pending orders and suspension of deliveries.
3 – Refusal of any new order.
4 – Application of the retention of title clause.
In addition, any delay in payment of an instalment may, if the Supplier so elects, result in the
loss of the benefit of any contractual payment term, causing all amounts due under any heading
to become immediately payable.
The Supplier’s exercise of one or more of these rights shall not deprive it of the right to invoke
the retention of title clause set out in Article 9.5.
In the event of late payment, the Supplier shall benefit, in accordance with Article 2286 of the
French Civil Code, from a right of retention over the manufactured products and related supplies.

In the event of deterioration of the Customer’s financial situation, evidenced by any means
whatsoever and/or demonstrated by a significant delay in payment or repeated payment
defaults, or where the Customer’s financial position materially differs from the information
previously made available, delivery of pending orders shall only take place against immediate
payment.
In such cases, including any sale, transfer, pledge or contribution of all or a substantial part of
the Customer’s business or assets, Sale or transfer of a substantial part of the Customer’s assets
or equipment and/or Failure of a bill of exchange to be returned duly accepted within seven (7)
working days following its dispatch.
The Supplier reserves the right, without prior notice: To declare all outstanding amounts
immediately due and payable, To suspend all shipments, To terminate all contracts in progress
and retain any deposits received, tooling and parts held and/or To refuse any new order..

The Customer shall refrain from making any unilateral set-off between amounts it claims are due
to it and amounts owed to the Supplier, except in cases expressly provided for by law.
Any deduction or set-off made without the Supplier’s prior written consent shall be deemed to
constitute a payment default and shall give rise to the application of the provisions of this Article
relating to late payment.
The Parties acknowledge that any practice having the purpose or effect of creating a significant
imbalance in their respective rights and obligations may be sanctioned in accordance with Article
L442-1 of the French Commercial Code.

The Supplier shall retain full ownership of the goods covered by the Contract until full payment
of the principal amount and all ancillary costs has been effectively received.
Failure to pay any instalment when due may entitle the Supplier to reclaim the goods.
From the time of delivery, the Customer shall bear all risks relating to the goods and undertakes
to insure them until full payment has been made.

Any equipment returned to the Supplier for inspection, repair, exchange or warranty service shall
have been previously emptied, cleaned and decontaminated by the Customer.
The Customer undertakes to inform the Supplier of the exact nature of the fluids that have been
in contact with the equipment and to disclose any chemical, toxic, corrosive, flammable,
explosive, biological or radiological hazards that may present a risk to persons or facilities.
The returned equipment shall be accompanied by a written decontamination certificate issued
by the Customer specifying: Identification of the equipment, Products or fluids pumped, Cleaning
or decontamination operations performed, Absence of any residual risk to persons or the
environment.
In the absence of such certificate, the Supplier reserves the right:
• To refuse acceptance of the equipment.
• To return the equipment at the Customer’s expense and risk.
• To carry out any safety, cleaning or decontamination operation deemed necessary, the full cost
of which shall be invoiced to the Customer.
The Customer shall remain solely liable for the consequences arising from any inaccurate or
incomplete declaration regarding the substances that have been in contact with the equipment.
The Supplier reserves the right to suspend any intervention or technical assessment until the
safety conditions required for handling the equipment are met.

The warranty shall not apply, and the Supplier shall bear no liability in the following cases:
• Wear parts.
• Installation or use not complying with good engineering practice or with the technical
specifications defined during the quotation stage

• Failure to comply with installation, operating or maintenance instructions.
• Inadequate monitoring, storage or maintenance.
• Modification of or intervention on the product by the Customer or any third party not authorized
by the Supplier, or use of non-original spare parts and/or consumables.
• Damage resulting from chemical incompatibility between the product material and the pumped
fluid.
• Corrosion, erosion, abrasion or crystallization phenomena related to the Customer’s process.
• Damage resulting from dry running, cavitation or operation outside the specified operating
ranges.
• Damage caused by abnormal variations in pressure, temperature or fluid viscosity.
• Damage resulting from the presence of solid particles or foreign bodies not disclosed at the
time of ordering.
• Damage caused by misalignment, external vibrations or mechanical stresses originating from
the Customer’s installation.
• Defects resulting from non-compliant electrical power supply or electrical disturbances
occurring at the Customer’s site.
• Any use of the equipment under operating conditions different from those communicated to the
Supplier during the sizing or equipment selection phase.
The Supplier does not warrant the resistance of the equipment to any fluid or process whose
exact composition, concentrations, cleaning conditions or operating parameters have not been
fully disclosed at the time of the order.
The Supplier shall not be held liable for the consequences of equipment sizing, equipment
selection or technical recommendations based on inaccurate, incomplete or undisclosed
process data provided by the Customer.
The warranty shall not apply, and any liability of the Supplier shall be excluded, in the event of
non-payment by the Customer. The Customer may not invoke a warranty claim in order to
suspend or defer its payment obligations.

Unless otherwise stipulated, the Supplier grants a warranty period of twelve (12) months from
the date on which the products are made available at the Supplier’s premises.
The warranty is limited to mechanical defects arising from defects in materials or workmanship.
To invoke the warranty, the Customer shall immediately notify the Supplier in writing of the
defects alleged and specify the operating conditions prevailing at the time such defects were
identified.
The warranty is limited, at the Supplier’s option, to the repair or replacement of products
recognised by the Supplier as defective and returned to its workshops.
The warranty does not cover: Travel expenses, Transportation or shipping costs, Removal and
reinstallation costs and/or Handling expenses.
The Supplier’s liability is strictly limited to compliance with the contractual specifications.
The Supplier shall manufacture the product or perform the service requested by the Customer
in accordance with the rules of good engineering practice applicable to its profession.
The Supplier’s liability shall be strictly limited to direct material damage resulting from a proven
fault in the performance of the Contract.
The Supplier shall not be liable for any indirect or consequential damages, including but not
limited to:
• Loss of operation.
• Loss of production.
• Loss of profit.v
• Loss of business opportunity.
• Commercial loss.
Subject to mandatory statutory provisions, the Supplier’s total liability, irrespective of the legal
basis invoked, shall be limited to the amount excluding taxes actually received for the supply or
service giving rise to the damage.
This limitation shall not apply in the event of gross negligence, wilful misconduct or bodily injury.
The Customer shall procure that its insurers and any third parties having a contractual
relationship with it waive any rights of recourse against the Supplier or its insurers beyond the
limitations and exclusions of liability set forth above.

The Supplier shall supply spare parts subject to the availability of its own inventories and those
of its suppliers and manufacturing partners.
The Supplier reserves the right to modify, replace or update references to parts, components or
subassemblies with equivalent or compatible items having comparable technical characteristics.
The Supplier does not guarantee the availability of spare parts for any specific period of time, in
particular where certain components or materials become obsolete or are no longer
manufactured.
In the event of obsolescence, the Supplier may propose an alternative technical solution, an
adaptation of the equipment or a partial or complete replacement of the equipment, subject to a
separate quotation.
The delivery times and prices applicable to spare parts shall be those in force on the date of the
order.
The Supplier shall not be held liable for any delay or inability to supply resulting from:
• The discontinuation of the manufacture of a component.
• A shortage of supply at the manufacturer’s premises.
• A design change imposed by the original manufacturer.
• A regulatory change affecting the marketing or availability of the component.
The replacement of an original part with an equivalent or substitute part shall not constitute nonconformity, provided that the essential operating and safety characteristics are maintained.
The technical characteristics, dimensions or materials of spare parts may evolve as part of
technical improvements introduced by the Supplier or its manufacturing partners without this
constituting a substantial modification of the Contract.

The Customer shall remain solely responsible for the security of its information systems,
industrial networks, programmable controllers, connected equipment and IT infrastructures to
which the equipment supplied by the Supplier is connected.
The Supplier does not warrant the absence of IT vulnerabilities or cybersecurity risks affecting
the Customer’s IT environment.
The Supplier shall not be held liable for the direct or indirect consequences of: A cyberattack,
Unauthorized access to the Customer’s systems, Computer intrusion, A computer virus or
malicious software, Loss or corruption of data, Production interruption caused by an IT incident
and/or Failure to secure the Customer’s network or equipment.
It shall be the Customer’s responsibility to implement security measures appropriate to its IT and
industrial environment, in particular regarding: Access protection, Firewalls, Antivirus protection,
Data backup systems and/or User rights and access management.
The Supplier shall not be held liable for the consequences of any cyberattack, computer intrusion
or failure of the Customer’s IT or industrial network, even where the equipment supplied is
connected to such systems.

No penalty or compensation shall be imposed on the Supplier unless it has been expressly
agreed to in writing by both Parties.
Where penalties or compensation have been mutually agreed by the Parties, they shall
constitute liquidated damages that are fixed, final and exclusive, and shall preclude any other
penalty, remedy or claim for compensation in respect of the same matter.
Such contractual penalties shall be subject to an agreed cap and shall apply only to the portion
of the goods or services concerned.

The Parties undertake to endeavor to settle any disputes amicably before submitting the matter
to the competent court.
Any dispute shall first be the subject of a detailed written claim addressed to the other Party.
Within a maximum period of thirty (30) days following such notification, duly authorized
representatives of the Parties shall meet in order to seek an amicable settlement.
Failing agreement within sixty (60) days from the initial claim, the Parties may agree to submit
the dispute to mediation before a mediation body chosen by mutual agreement.
Recourse to mediation shall not deprive either Party of its right to bring proceedings before the
competent court.
Failing amicable settlement or successful mediation, it is expressly agreed, unless otherwise
provided by mandatory legal provisions, that the competent court shall be the court having
jurisdiction over the Supplier’s registered office, including in the event of multiple defendants or
third-party proceedings.
The Contract shall be governed by French law.
Where applicable, the United Nations Convention on Contracts for the International Sale of
Goods of 11 April 1980 (Vienna Convention) shall apply unless expressly excluded by the
Contract.

The Parties acknowledge that certain exceptional circumstances beyond their control may
significantly affect the conditions under which the Contract is performed.
Such circumstances include, but are not limited to: Shortages or unavailability of raw materials,
components or equipment, Supply chain or transportation difficulties, Energy crises, Armed
conflicts, geopolitical tensions or acts of terrorism, Embargoes, economic sanctions or export
restrictions, Pandemics or administrative measures affecting production or trade, Any decision
taken by a French and/or European or foreign public authority having the effect of delaying or
preventing the performance of the Contract.
Where such circumstances occur, the Supplier may: Adapt its delivery schedules: Temporarily
suspend its obligations, propose a revision of the economic conditions of the Contract, Or, where
performance becomes impossible or excessively onerous, terminate the Contract without
compensation.
Within the framework of the Supplier’s activities, this clause expressly includes supply difficulties
affecting: Electric motors, Mechanical seals, electronic components, Metallic materials, Special
alloys, Elastomers, Technical polymers and/or Any part or component required for the
manufacture, assembly or maintenance of the equipment supplied.
This list is not exhaustive and more generally covers any supply difficulty or significant increase
in the acquisition cost of components, materials, subassemblies or services required for the
performance of the Contract.
The Parties undertake to consult each other in good faith in order to seek a solution appropriate
to the circumstances encountered.

The Supplier shall perform its obligations in compliance with all applicable French, European
and international regulations relating to export controls, embargoes, economic sanctions and
trade restrictions.
The Customer undertakes to comply with all regulations applicable to the export, re-export,
transfer, use and destination of the equipment, spare parts, technical documentation and
services supplied by the Supplier.
In particular, the Customer undertakes not to:
• Export or re-export the equipment to any country subject to applicable sanctions or embargoes.
• Sell or transfer the equipment to any natural or legal person subject to national or international
sanctions.
• Use the equipment for activities prohibited under applicable regulations.
The Supplier may suspend performance of the Contract or terminate it as of right, without
compensation, if it considers that performance may infringe any regulation relating to
international sanctions, embargoes or export controls.
In such event, the Supplier shall not be liable for any direct or indirect consequences resulting
from such suspension or termination.
The Customer shall indemnify and hold harmless the Supplier against any financial,
administrative or judicial consequences arising from a breach of export control regulations or
international sanctions attributable to the Customer.
The Supplier may request from the Customer any information relating to the end user, the place
of installation of the equipment and its final destination.
Failure to provide such information may result in suspension or refusal of the order.