General conditions of sale and services

 

The DV GROUP joint-stock company, recorded in the Trade and Companies Register of Arras under number 380 316 364, whose headquarters is located at 16 Rue de l’Usine, Grigny (62140) and its subsidiaries (hereafter referred to as the “DV GROUP” or “the supplier”) specialises in advice, engineering, maintenance and the monitoring of industrial equipment (hereafter known as “the services”) and in the supply of equipment, with or without installation (hereafter known as “the products”) for the benefit of exclusively professional clients (hereafter known as “the client”).

1. PURPOSE

These conditions set out the rights and obligations of the Parties within the context of sales by the supplier to the client of products or the carrying out of the services defined in the offer or estimate. Any connected or additional service must be subject to a new written offer between the Parties. Any order implies the prior acceptance, in their entirety, of these general conditions by the client, except for any particular conditions agreed between the parties and specifically included in DV GROUP’s estimate or order form. The client recognises having received a copy of these general conditions prior to any order and accepts them unreservedly in their entirety. Any contrary general or particular conditions of the client do not apply without the parties’ express, written and contradictory agreement.

2. PRODUCTS AND SERVICES

The supplier undertakes to deliver the products or carry out the services in accordance with the specifications mentioned in the order form and order confirmation. The client undertakes to define his needs precisely in advance and the characteristics of the products or services sought, as well as to inform the supplier, in full and in all good faith, of all the circumstances and conditions likely to have an impact on the design of the products or the carrying out of the services and, more generally, of any information connected, directly or indirectly, with the products or services, as well as to respond to any request from the supplier in connection with this. Following delivery of the product or the carrying out of the service, the supplier may, where appropriate, train the client’s staff concerned regarding the use of the product or equipment, i.e. the staff for whom it will be a habitual working tool.

3. ORDER

Any order must be made in writing. In all cases, even when made to one of the supplier’s representatives or employees, it shall only become firm and definitive following its express, written confirmation by the supplier. Estimates sent by the supplier are valid for one (1) month from the date of their sending, unless otherwise specified. The supplier reserves the right to refuse any order, in whole or in part, for a legitimate reason and in particular according to his ability to carry it out and his availability. From its acceptance by the supplier, the confirmed order shall be considered to be firm and definitive and shall no longer be able to be cancelled and/or refused by the client, in whole or in part, for any reason whatsoever, without the supplier’s prior, express agreement. Any modification of the order requires the supplier’s prior, express acceptance. Exceptionally, the supplier reserves the right to terminate the order for services, without any indemnity to the client, when, after dismantling the installed equipment, it believes that they are not repairable. In this case, it shall immediately inform the client, who shall be required to re-take possession of it, at his cost, within a period of eight (8) days maximum.

4. FINANCIAL CONDITIONS

Products and services are invoiced on the basis of the tariffs in effect on the day of the order and confirmed in the order confirmation. Any new tariff shall be sent to the client and shall apply to any order made after this date. The prices of products and services are given in euros, exclusive of tax (HT) and exclusive of transport costs, any special packaging required by the client and the supplier’s potential travel, which will be invoiced to the client separately, where appropriate. Any applicable VAT and/or other taxes or charges shall be invoiced additionally, according to the tax provisions in effect. Any change in the rate of VAT will be passed on to the price of products or services.

When issuing an estimate, the supplier undertakes to give the client the best estimate possible for carrying out the services, according to the information supplied to him by the client. For this reason, the following conditions specifically apply:

• The parties recognise and expressly accept that the financial conditions mentioned in an estimate made without full disassembly are indicative only:
  • In this case, if, during the execution of the service, additional work not provided for in the estimate, appear to be necessary, the client accepts that the supplier carries them out as long as this work does not exceed 50% (fifty per cent) of the amount excluding tax of the work costed in the estimate, the client accepting in this case, without prior formality, to cover any additional costs.
  • If the amount of the work exceeds 50% (fifty per cent) of the amount of the work costed to the client in the estimate, excluding tax, the supplier shall request the client’s prior, written agreement. If the client refuses to give his agreement, the supplier shall suspend carrying out the current service, the client remaining liable to pay for the work carried out and the time spent until this suspension, within the limit of the amount of the estimate accepted between the parties.
• The client can nevertheless request the drawing-up of an estimate following full disassembly. In this case, if the estimate has not been accepted by the client, the costs of investigation, disassembly and reassembly shall be invoiced to him on the basis of a fixed cost of 300 € excluding tax.
• Moreover, the cost of any modifications and/or adaptations necessary for carrying out the services shall be exclusively borne by the client.

5. MODES OF PAYMENT

• Payment of the price

Failing any different payment conditions agreed between the parties, invoices are payable a maximum of thirty (30) days after the date of sending the invoice. No discount shall be granted in the case of early payment. A deposit of 30% (thirty per cent) of the total estimated amount of the order excluding tax must be paid by the client at the time of the latter’s acceptance of the offer. No delivery or service shall be able to commence before the full payment by the client of the deposit invoice. Furthermore, no delivery or service shall be able to commence before the full payment of the invoice or the provision of a payment guarantee, at the supplier’s choice, for new clients, in the case of debts, late payment or outstanding amounts which are too large or for any other legitimate reason. Any dispute regarding invoicing should be justified and sent by e-mail with a read receipt within a period of fifteen (15) days from the date of receipt of the invoice. In the absence of this notification, the client shall be deemed to have accepted the invoice. Payment of any invoice must be made by the client in full and within the period stated. Any late or partial payment constitutes a loss and will give rise to interest and late payment fees according to the conditions provided in Article 5.2, as well as the immediate payability, as of right, of the entirety of the sums due to the supplier, for any reason whatsoever, before any new delivery or service, without any prior formal notice from the supplier. In the case of partial or total non-payment, the supplier may, following notification sent to the client by electronic means, suspend the carrying out of any delivery or service. If the client does not remedy the situation within a period of fifteen (15) days, the supplier shall have the right to terminate the contract as a result of fault on the part of the client and request the total amount of the contract which remains to be paid, in addition to damages and interest. No other compensation can be made between the sums due to the supplier in relation to these general conditions and any sum due to the client by the supplier without the supplier’s prior, express agreement. In the case of a payment incident or legal redress, any invoices shall be payable at the time of ordering. The supplier stresses that the client’s orders are accepted given the financial guarantees presented by the client and the assurance that he will pay the sums due at the agreed expiry date, of which the client is perfectly aware and expressly accepts. If the supplier has serious or particular grounds to fear payment difficulties on the client’s part at the date of order or after this, or again if the client does not offer the same guarantees as at the order acceptance date, the supplier may subordinate acceptance of the order or its continued performance to a cash payment or the supply by the client of guarantees in favour of the supplier. If these are refused, the supplier may purely and simply terminate the current contract. In the case of the termination of the contract, for any reason whatsoever, the supplier reserves the right to retain the deposit previously paid by the client as compensation for the termination of the contract, without prejudice to any right to claim any additional damages and interest. Any connected or additional service shall give rise to the issuing of a new invoice.

• Interest and late payment fees

In the case of late payment, penalties shall be payable equal to the rate of interest applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, without nevertheless being less than three times the legal rate of interest in operation and a fixed fee of 40 euros per invoice as recovery fees, which may be higher if the supplier justifies specific costs. Late payment fees shall be payable as of right, on the supplier’s simple request, without any reminder being necessary.

6. PENALTY CLAUSE

In the case of the client’s breach of his obligations and in particular his obligation to pay requiring the supplier to take legal action to recover his debt, as a claim or refund, the client shall furthermore be required to compensate the supplier as of right for the loss arising from such a breach by the payment of a sum corresponding to 10% (ten per cent) of the cost of the products or services concerned (principal amount and incidentals). This penalty shall be due even in the case of the later full payment of the sums due.

7. RESERVATION OF OWNERSHIP

The supplier reserves ownership of the products, equipment, deliverables, contents and outputs, of any nature whatsoever, ordered and/or delivered to the client or to any other third party as the request and on behalf of the client, until the correct payment of the entirety of these (principal amount and incidentals), no matter where they may be located. The client does not have the authority to sell them before having paid for them. It is the client’s responsibility to request the supplier’s authorisation to sell them before having paid for them. In this case, the supplier shall find himself subrogated in the payment of the price by the final purchaser. In the case of failure to pay on expiry, including in the case of the client’s legal redress or compulsory liquidation, the supplier reserves the right to retake possession of the products, equipment, deliverables, contents or outputs, no matter where they are located, at the client’s cost, who shall also be liability for any penalty applicable by virtue of these general conditions.

8. TIMELINES

The timelines for delivery and carrying out services are presented at the time of ordering as indicative only and without any guarantee on the part of the supplier, failing any contrary express provision agreed between the parties. The client recognises that these timelines are not crucial to his consent and may not give rise to any penalty or compensation, failing any contrary express agreement between the parties. The supplier nevertheless undertakes to do everything possible to comply with them. The supplier cannot be held responsible for delays liable to the client, particularly in the case of the transmission of wrong, incomplete, late or faulty information, to the shipper, or which may be liable to any event independent of his will or to third parties in the case of force majeure.

9. PRODUCT DELIVERY

Failing any contrary particular conditions provided for between the parties, all products are sold ex-works, in other words on leaving the supplier’s premises, failing any prior, express and written agreement by the supplier. The client is responsible for the choice of shipper and transport and insurance costs. Products travel at the client’s risk, whatever the mode of transport or payment means chosen, the client bearing all the costs and risks inherent in the taking-over of the products from the supplier’s premises. In the case of damage, loss and/or negligence, it is the client’s responsibility to make any reports necessary and to indicate his reservations on the delivery note, countersigned by the shipper or his representative, then to confirm these reservations by registered letter with a record of receipt to the shipper within the three (3) days following receipt of the goods, in accordance with Article L. 133-3 of the Commercial Code and to send a copy to the supplier without delay. If the client does not take possession of the products on the agreed delivery date and no later than within a period of eight (8) days following notification of their availability, for any reason whatsoever, the supplier may, after giving formal notice sent by registered letter with a record of receipt which has remained unsuccessful and without effect during a period of fifteen (15) days, either terminate all other current orders under the conditions provided for in Article 14, or pursue the forced execution of the current contract, with, in all cases, the obligation for the client to pay all current invoices, all costs and fees already presented to him by the supplier, the costs of warehousing the products and all other accessories, without prejudice to any potential damage and interest which may be due to the supplier.

10. RISK TRANSFER

All risks associated with the products (losses, deterioration, damage caused), including those arising from a case of force majeure, are transferred to the client as soon as they are remitted to the client or to the client’s chosen shipper, no matter the mode of shipment or delivery chosen by the client.

11. CARRYING-OUT OF SERVICES

• Supplier’s obligations

The supplier is an expert in his business domain and undertakes to carry out all the services provided for in the contract with the greatest possible diligence, in compliance with the standards and best practice of his profession and according to the requests and needs of the client, as jointly and expressly defined by the client and the supplier in the estimate. In particular, as a professional, the supplier undertakes to implement the appropriate human means and equipment for the correct fulfilment of the contract, in accordance with the commitments made. The supplier shall give the client all necessary advice and information at the fulfilment of the contract and, where appropriate, shall send him any warnings of which he has knowledge regarding the risks of any nature relating to the fulfilment of the contract. Nevertheless, failing any express contrary provision provided for between the parties, the supplier is only held to an obligation of means within the context of the fulfilment of the contract and the carrying-out of the services. The supplier shall therefore not be held liable for any outcome or any result relating to the client’s requests, to the estimate and/or the services carried out. The completion of the service shall be embodied by the drafting of a document signed by the client.

• Client’s obligations

The client undertakes to define his needs in advance and to check the compliance of the products and services offered by the supplier with his needs. The client undertakes to collaborate in good faith with the supplier during the entirety of the contract, particularly by responding promptly to any request from the supplier and no later than within the agreed timelines and by freely informing him of any circumstances and conditions which may be likely to have an impact on the carrying-out of the services. The client is solely responsible for ensuring a correct match between his needs, order and technical environment. He undertakes to comply with the conditions for use of the installations subject to the services and any instruction given by the supplier. The client shall make available to the supplier all the means necessary for carrying out the services. In particular, in the case of fulfilment on the client’s site, the latter undertakes to give the supplier free access to his premises, as well as to any equipment or materials necessary for the carrying out of the services and particularly a standard electrical power supply and an enclosed and covered area in which to work. In this case, the supplier shall only begin carrying out the services after having been assured that the electrical networks and operator networks are compliant with current standards and the environmental conditions required by the manufacturer(s). Otherwise, the client shall be responsible for compliance and the services shall only begin when such compliance has been met. Moreover, if the supplier has accepted, with or without charge, that a piece of equipment undergoing repair be put at the client’s disposal during the time the services are being carried out, the client shall assume full responsibility for this equipment and undertakes to take out insurance for this purpose covering the said equipment. In all cases, the client recognises and accepts that the information, documents and reports made available to him by the supplier are remitted to him solely within the context of the fulfilment of the contract strictly for the use of the client only and not for any other use. He may not modify them or use them for any other purpose, nor send them to any third party without the supplier’s contrary and prior express agreement.

12. DISPUTES

Notwithstanding the provisions foreseen in Article 9 of these general conditions, the client must check the products delivered at the time of delivery and make and justify any potential claims regarding the compliance of the delivered products with the order and any apparent defects to the supplier within a period of fifteen (15) days from the date of delivery. No claim for apparent defects or non-compliance shall be receivable beyond this period. To be acceptable, a claim must be sent in writing by registered letter with proof of receipt and include all useful elements regarding the reality of the defects or anomalies found and particularly the references allowing identification of the products, their origin, a description and a picture. The client shall allow the supplier to take note of these defects for himself and to remedy the situation, where appropriate. Whatever the origin of the defect or anomaly found, no return shall be accepted without the supplier’s prior, written agreement. A return owing to a fault recognised by the supplier shall only give rise, at the supplier’s choice, to the drawing-up of a credit note or the repair or replacement of the products, on condition that they be in their original condition, within the limit of the sums effectively paid by the client for the products in question. Claims following the modification of the products are not accepted. In all cases, a claim made in the conditions and according to the procedures described in this Article do not suspend payment by the client of current invoices.

13. GUARANTEE AND RESPONSIBILITY

• Supplier’s guarantee and responsibility

The products supplied and services carried out by the supplier are based on his expertise and differ according to the client’s needs and characteristics and the client’s order. Products and services are guaranteed in accordance with the elements defined in the estimate. The supplier does not supply any guarantee regarding the products or services. Regarding services, the supplier is only liable to an obligation of means. Nevertheless, the services carried out are guaranteed for a period of six (6) months from the date of their completion and, in the case of failure, shall give rise to recovery works by the supplier in his premises or the client’s, with the exclusion of the repair of any other damage. Regarding products, the products sold by the supplier are covered for any manufacturing defect by the manufacturer’s contractual guarantee, the terms and conditions of which are handed to the client at the time of ordering. The supplier’s liability is strictly limited to the obligations described in this document and, at the supplier’s choice, shall give rise either to the replacement of the product, or the repair of the product or the element found to be faulty by its services, except if this means of compensation is found to be impossible or disproportionate, or to the issuance of a credit note if the products are found to be non-compliant. Repair of the product by the supplier may take place in his premises or the client’s, with the exclusion of the repair of any other damage. The replaced faulty parts shall become the property of the supplier. In all cases, the client is responsible for the potential costs of return (transport and insurance). Furthermore, the period for the repair and immobilisation of the products or the client’s installations during the execution of the guarantee cannot have the effect of extending the guarantee period nor give rise to the repair of any other damage, nor immobilisation costs. The guarantee does not come into play for visible defects or failures, breakdowns, malfunctions and deterioration caused by natural wear and tear, an outside cause, inappropriate manipulation, incorrect storage or installation, the non-compliance of the instructions received regarding the operation, maintenance and upkeep of the equipment and/or the part on which the service has been carried out, nor in the case of modification or transformation of the product or installations, nor in the case of the incorrect use or non-compliant use or destination, nor in the case of malfunctions owing to an inadequate environment or one which does not comply with the specifications mentioned in the technical documentation supplied. The supplier’s liability is also excluded in the case of direct or indirect loss caused to the client by a third party within the context of carrying out the services. The supplier’s liability cannot be held in the case of indirect, immaterial or moral loss caused to the client or a third party, nor for loss of profit, loss of turnover, loss of production, loss of investment, loss of data, interruption of service or for any violation of the client’s image. Under all circumstances, the total amounts of the supplier’s liability are strictly limited and shall not exceed the amount of the sums (excluding tax) effectively paid by the client under the present conditions for the purchase of the products or the carrying-out of the services in question, subject to the claim. In all cases, the operation of this Article is subordinate to the full payment of all current invoices by the client.

• Client’s guarantee and responsibility

The client is solely liable for the appropriateness of the products to the use to which they are to be put and of the choice of services in relation to his needs. It is the client’s responsibility to deliver to the supplier all the information pertinent to the correct fulfilment of the contract, as well as to collaborate with the supplier throughout this process. Any delay or any poor execution related to the communication of wrong information or the lack of information from the client is the client’s sole responsibility. The client undertakes to compensate the supplier for all costs and fees related to his delays impeding the supplier’s intervention. Furthermore, the client undertakes to stock and maintain the products or installations in a clean location designed to this effect and to use them under the conditions appropriate for their use, according to the instructions received and in compliance with the applicable regulations. Any deterioration caused to the client’s products or installations, particularly owing to poor storage conditions or poor handling is the sole and full responsibility of the client. The client accepts and recognises that he is solely responsible for the use of the products or installations in accordance with the foreseen use and with the instructions received and that the supplier’s liability cannot be raised in the case of poor use or that which does not comply with their use or destination. The client is solely responsible for damage and losses, direct or indirect, caused to his clients or to third parties arising from the use of the products or installations. The client shall compensate the supplier for any claim by a third party arising from or relating to the products and/or services, including the payment of reasonable fees for the supplier’s legal representation, except where it is proven that the supplier has failed in his obligation of diligence towards the claimant. 

14. FORCE MAJEURE

When the supplier has not been able to comply with his obligations following an event characteristic of force majeure in the sense of common law, and particularly in the case of war, a coup d’état, general or partial strike, general or partial lock-out, epidemics, natural catastrophes, operational accidents, fire, shortages or the lateness of the delivery of raw materials, a breakdown in supply attributable to his own suppliers, import or export restrictions, measures put in place by the public authority etc., his liability shall be lifted, as long as he has advised the client as quickly as possible by informing him of the nature and extend of the case of force majeure and has taken all useful measures to limit the effects of force majeure. The fulfilment of his obligations shall therefore be suspended. When the case of force majeure lasts beyond a period of ninety (90) days from its occurrence, each party shall have the ability to terminate the contract by sending a registered letter with notification of receipt sent to the other party, without costs or compensation due by the supplier. In the case of the early termination of the contract, the client shall remain liable for all costs and fees already paid on his behalf by the supplier, as well as the payment of the cost of the products delivered or services carried out to date.

15. TERMINATION CLAUSE

In the case of the lack of fulfilment of his obligations by the client, and failing any contrary clause, the contract may be terminated unilaterally and in full right by the supplier, following formal notice sent by registered letter with notification of receipt remaining unanswered and without effect during a period of fifteen (15) days, justifying his desire to avail himself of this clause and of the recognised non-performance, without prejudice to any potential damages and interest. In the case of the early termination of the contract, for any reason whatsoever, the client shall remain liable for all costs and fees already paid on his behalf by the supplier, as well as the payment of the cost of the products delivered or services carried out to date. In all cases, deposits paid by the client shall remain as acquired by the supplier.

16. INTELLECTUAL PROPERTY

The client recognises that the supplier is the sole owner of all the intellectual property rights relating to the products or services, expertise, research and development, results, reports and presentations, designs, models, plans and diagrams, brands and generally all elements put forward or supplied by him, of any nature whatsoever. This document does not infer the transfer of intellectual property rights, nor expertise from the supplier to the client. The supplier retains the full and entire ownership of his rights and elements which he only allows the client to use for the purposes of the present agreement. The client undertakes not to violate the supplier’s intellectual property rights and distinctive signs, nor to copy the supplier’s products, services, expertise and intellectual property rights. In particular, all the plans, designs, diagrams and any document relating to the design and construction of the products, equipment and software, as well as any technical or commercial information supplied on the occasion of the offer or contract remain the property of DV GROUP and/or its service providers and cannot be reproduced or communicated to third parties without the prior written agreement of DV GROUP and/or its service providers. Any non-compliant use and/or use which violates the rights and/or image of the supplier may justify the immediate termination without notice of any current order and give rise, where appropriate, to compensation for the loss suffered.

17. CONFIDENTIALITY

The client undertakes not to divulge any information, of any nature whatsoever, of which he may have knowledge, directly or indirectly, within the context of his relationship with the supplier or his orders, including in particular the supplier’s expertise, the conditions of development and carrying-out of the services and tariffs, which are understood to be trade secrets. This obligations comes into effect as soon as the present document is received and remains even after the end of the relationship between the parties as long as the supplier has not personally divulged this information. This obligation does not cover information which, although communicated between the parties, remain accessible to the public, nor information of which the other party already legitimately had knowledge before receiving it, without having received it from the other party. The client undertakes to have this clause complied with by all his agents and service providers and guarantees its correct execution.

18. PERSONAL DATA

Within the context of the fulfilment of the present agreement, the supplier is responsible for collecting and processing personal data regarding the client, his employees, partners and/or sub-contractors. The processing of this data is carried out with respect to the applicable conditions, particularly of (EU) Regulation No. 2016/679 of the European Parliament and Council of 27 April 2016 relating to the protection of physical persons with regard to the processing of personal data and the free circulation of data (known as “GDPR”) and of law No. 78-17 of 6 January 1978, amended, relation to information technology, files and freedoms. The data collected is necessary for the management and follow-up of the relationship between the parties and is designed for the processing and fulfilment of orders, the delivery of products, the carrying-out of the services, after-sales service, invoicing and generally for the management and follow-up of the relationship between the parties and any consequences which may arise from it. It is therefore important that the client supply exact data, except if the latter is referenced as being optional. Data is retained during the period necessary for the purposes for which they have been collected and processed as defined above, then during the legal period applied. Physical persons benefit from a right of access, correction, deletion, portability and limit of the data concerning them. They can also oppose the processing of their data for legitimate reasons. They can exercise their rights by sending their request in writing to the supplier, subject to attaching a copy of an identifying document to their request.

19. VARIOUS AND FINAL PROVISIONS

• Entry into force

The supplier may freely make any modifications to these general conditions of sale, tariffs and all the documents related to them. Any order by the client after the entry into force of the new contractual conditions implies acceptance of the latter. The client is subject to the conditions in use on the date on which he places an order.

• Comprehensiveness

These general conditions of sale, as well as any estimate, order or any document related to it between the parties, expresses the entirety of the parties’ obligations and forms an indivisible whole. The client is thus deemed to have accepted unreservedly the entirety of the said provisions. They express the entirety of the parties’ obligations except for any other condition or document even brought to the supplier’s knowledge, in particular to the exclusion of the client’s general conditions of purchase, failing the express written and prior waiver agreed between the client and the supplier.

• Validity

In the case where one or other of the above-mentioned conditions is totally or partially invalidated, the validity of the other provisions shall not be affected. The parties undertake by the present to replace the invalid term by a new appropriate provision in order to reach the legal and economic objective which the parties had initially planned. If any one of the clauses of the aforementioned contractual documents is found to be illegal, null or impossible to carry out for any reason whatsoever, such a clause shall be considered as able to be separated from these terms and conditions and shall not affect the validity or the operation of the remaining clauses.

• Acceptance

These general conditions of sale, as well as any estimate, order or document relating to them are expressly agreed and accepted by the client, who recognises having received them and having perfect knowledge of them before ordering and waives his own general conditions as soon as he places an order with the supplier. The order therefore implies the client’s full and entire acceptance of the present agreement. No general or specific condition found in the documents sent or issued by the client can be integrated into this agreement, where these documents would be incompatible with these general conditions.

• Cession

The client may not transfer his rights and obligations defined in the present agreement to any third party whatsoever, in any form whatsoever, particularly by means of raising capital, the sale of commercial premises, lease or sale of the contract without the supplier’s prior, express and written agreement.

• Sub-contracting

The contract is concluded in consideration of the supplier’s own expertise and skill. Nevertheless, the supplier may sub-contract the fulfilment of all or part of a contract to a sub-contractor, which the client recognises and accepts.

• Non-solicitation of staff

The client expressly accepts, for the entire period of the fulfilment of the contract and the two (2) years following it, not to hire, poach or contact any of the supplier’s colleagues, agents or partners, whether they be employees or not, even if this contact were made by the colleague, agent or partner, without the supplier’s express agreement. The client also undertakes not to allow such poaching by any other company in the group in which it belongs. In the case where the client does not comply with this undertaking, it irrevocably commits to paying the supplier compensation corresponding to twelve (12) months’ gross salary, including employer’s charges, of the person taken on, calculated on the basis of the employee’s last month’s salary, including any social charges, increased by all the costs of recruiting a replacement.

• Non-waiver

The fact that the supplier has not demanded the application of any provision whatsoever of the contractual conditions or that he has tolerated any failure whatsoever on the part of the client may in no case be considered as a waiver of his rights.

• Language

Only the French version of the present agreement or any other document relating to it is deemed authentic.

• Applicable law and competent court

These general conditions of sale, as well as any estimate, order or any document related to it between the parties, are subject to French law, excluding the provisions of the United Nations Agreement of 11 April 1980 on the international sale of goods. In the case of a dispute relating to the interpretation and execution of this agreement, the parties undertake to look for a friendly solution in advance and to find a settlement within a period of two (2) months maximum. Failing this, any disagreement relating to the interpretation, execution or lack of execution of the present agreement, including in the case of the introduction of third parties or multiple defendants shall be the exclusive competence of the Commercial Court of Arras.