General Terms & Conditions

Article 1 – SCOPE

These General Terms and Conditions of purchase («GTCP») shall apply to the Supply Contract or Purchase Agreement («Purchase Agreement») and shall prevail over any Supplier’s terms of sale.

Upon acceptance of the Purchase Order, the Supplier shall be considered as having consented to adhere in full to the provisions set forth in these GTCP.

The GTCP can be modified by the special terms stipulated in the Purchase Order or by an addendum in accordance with Article 6 hereof; such special terms will only apply to the Purchase Order concerned, the Supplier not being entitled to avail itself thereof for other orders. In the event of conflict between the GTCP and specials terms of purchase in the Purchase Order, the special terms will prevail.

Article 2 – DEFINITIONS

«Company» means the legal entity issuing the Purchase Order, i.e. Synhelion AG, its branches, subsidiaries, affiliates, or any third person acquiring from the Company the rights and liabilities resulting from the Purchase Order.

«Supplier» means the person or entity mentioned as such in the heading of the Purchase Order that is legally contracting with the Company for the sale of the Goods.

«Parties» means the Company and the Supplier together.

«Goods» means materials, products, items or equipment, packaging or labelling of such goods that are required to be delivered by Supplier pursuant to the Purchase Order, including all associated documents and any related services.

«Purchase Order» means the formal document issued by the Company to the Supplier, initiating the procurement process for the acquisition of the Goods and setting out the specific terms of purchase of the Goods. The Purchase Agreement between the Company and the Supplier will be established according to the provisions of Article 5.

«Sub-order» means the contractual agreement under which the Supplier procures a portion of the Goods from a third party («Sub-supplier»), or has such Goods manufactured by a third party upon the Supplier’s instruction.

Article 3 – PROVISIONS RELATING TO GOODS

The Goods shall conform to the specifications expressly set out in all documents comprising the Purchase Order, which shall include, but not be limited to, detailed technical documentation, general specifications, drawings, and any other descriptive materials. Supplier shall obtain all applicable permits, licences, exemptions, consents and approvals required to manufacture and deliver the Goods.

The Supplier hereby undertakes to supply, complete, or deliver the Goods to the Company in full compliance with the conditions stipulated in the Purchase Order. This includes adherence to the technical specifications furnished by the Company, conformity with prevailing industry standards and practices, and observance of all relevant legislation and regulations in effect, particularly those applicable in the jurisdiction where the Goods are to be ultimately utilised. This obligation extends to compliance with all standards and norms explicitly outlined in the provided technical specifications.

The Supplier expressly acknowledges that should any further details or accessories, not explicitly itemised within the Purchase Order, be required to ensure the Goods align with prevailing good industry practices, the Supplier shall carry out the requisite modifications or enhancements promptly and shall duly notify the Company of such adjustments. Such amendments shall be made at no additional cost to the Company.

Furthermore, in instances where the Purchase Order specifies the intended location of use for the Goods, the Company shall not be liable for any price escalation arising from additional outlays attributable to adverse local climatic or other site-specific conditions. It is incumbent upon the Supplier to anticipate and factor in such conditions when fulfilling the Purchase Order with due diligence.

Article 4 – DRAWINGS AND DOCUMENTS

The Supplier must submit to the Company all the drawings and technical documents necessary for the installation, use, maintenance, transportation, handling and storage of the Goods and in particular those stipulated in the Purchase Order. Such drawings and documents will be an integral part of Purchase Agreement and may be freely used by the Company. The Company’s references and in particular the number of the Purchase Order must be indicated therein.

The Company’s review or inspection of any drawings and documents shall not serve to diminish or otherwise affect the Supplier’s sole responsibility for ensuring that both the design and execution of the Goods are fit for their intended purpose. The Supplier retains full accountability for the suitability and performance of the Goods notwithstanding any such examination by the Company.

Should the Goods have been manufactured by the Supplier according to specifications established by the Company, the drawings and documents relating thereto will become the property of the Company. Consequently, and in so far as these documents and drawings contain elements of originality, the Supplier agrees to transfer and herewith transfers to the Company all rights of reproduction, representation, use, retention, adaptation, and translation in any place or territory, and for all such periods of protection as shall accrue to such rights.

The Supplier shall relinquish all proprietary rights over any drawings and documents provided and is authorised to utilise such materials solely for the purpose of fulfilling the obligations under the Purchase Agreement. The Supplier is further obliged to maintain the confidentiality of these materials and shall not disclose their content to any third party without obtaining the Company’s express prior written consent, and only if appropriate non-disclosure agreements (NDA) are in effect.

The Supplier is required to return all such drawings and documents to the Company, including any copies or reproductions thereof, either upon the provisional or final acceptance of the Goods by the Company, or, in the absence of a stipulated acceptance within the Purchase Order, upon delivery of the Goods. In the event that the Supplier fails to comply with this requirement, the Company reserves the right to pursue claims for damages and to withhold any pending payments to the Supplier as a remedy for non-compliance. The Supplier explicitly renounces any right of retention concerning the aforementioned materials.

Article 5 – ESTABLISHMENT OF THE PURCHASE AGREEMENT

Upon receipt of a Purchase Order from the Company, which is deemed valid even in the absence of a signature, the Supplier is required to return a duplicate of the Purchase Order to the Company, duly countersigned or bearing an endorsement of ‘acknowledgement of receipt’, within eight (8) working days from the dispatch of the original Purchase Order. Additionally, the Supplier must specify on the acknowledgement of receipt the precise location where the Goods will be delivered, the origin of the Goods, and the scheduled delivery time of the Goods, except where such details are already provided in the Purchase Order itself.

In the event that the Supplier’s acknowledgement of receipt is issued without reservation, such acknowledgement shall constitute the Supplier’s unconditional acceptance of the terms and conditions, both the GTCP, and the special terms as set forth in the Purchase Order. The Purchase Order shall be deemed to have been accepted by the Supplier and the Purchase Agreement shall be deemed established on the date upon which the Company receives the aforesaid acknowledgement of receipt.

Any expense incurred by the Supplier prior to unconditional acceptance of the Purchase Order will be at the Supplier’s own risk and responsibility.

The Company shall have the right, but not the obligation, to revoke the Purchase Order by way of written notice in the event that the Supplier fails to return the countersigned Purchase Order or an unreserved acknowledgement of receipt within eight (8) working days of the date of issuance of the Purchase Order. Should the Supplier return the Purchase Order with reservations within the aforementioned period, the Company retains the right to withdraw the Purchase Order unless the Supplier unequivocally withdraws such reservations in writing within fifteen (15) working days from the dispatch of the Purchase Order. Under no circumstances shall the Supplier be entitled to any compensation from the Company for the withdrawal of the Purchase Order under these conditions.

Article 6 – AMENDMENTS OF THE PURCHASE ORDER

Any amendment to the Purchase Order shall be executed by way of an addendum to be accepted by the Supplier pursuant to the stipulations of Article 5. Should the amendment be restricted solely to the quantity of Goods specified, the Purchase Order may be amended to reflect such a change and reissued to the Supplier as “Version 2”, thereby negating the need for an addendum.

Article 7 – SUB-ORDERS

The Supplier shall not subcontract any part of the Purchase Order to Sub-suppliers without the Company’s prior written consent, which includes approval of the Sub-suppliers’ identity. Such consent does not absolve the Supplier of its contractual duties, and failure to obtain it grants the Company the right to terminate the Purchase Agreement as per Article 23.

If a Sub-supplier defaults and the Supplier cannot fulfil the subcontract, either directly or through an approved alternative Sub-supplier, the Company may cancel the Purchase Order and terminate the Purchase Agreement in accordance with Article 23.

The Supplier must ensure that all Sub-orders reflect the relevant terms of the Purchase Order, particularly those concerning the Goods involved in the Sub-order.

The Supplier remains entirely liable to the Company for the due execution of the Purchase Order and in particular for the timely execution of each Sub-order. Furthermore, the Supplier shall bear unlimited liability for any damages sustained by the Company as a result of the Sub-supplier’s performance, or lack thereof, in relation to any Sub-order.

The Company reserves the right to monitor and inspect the fulfilment and execution of Sub-orders. The Supplier is required to notify Sub-suppliers of this right and must ensure that the Company is granted continuous access to the Sub-suppliers’ workshops and facilities for such oversight.

The Supplier shall retain full responsibility for resolving any disputes that may arise with its Sub-suppliers.

Article 8 – PRICES

Prices for the Goods will be set out in the Purchase Order. Unless otherwise specified, prices are fixed and not subject to revision.

If the Purchase Order includes a price adjustment clause, the application of such adjustment shall be in accordance with any constraints imposed by relevant legislation in effect. If the specified time limit(s) are exceeded, but the Company is not at fault for the delay, the price adjustment formula will apply only to the originally defined period in the Order, excluding any additional time beyond that. Nevertheless, the Company reserves the right at its option to apply the formula applicable during any overrun period.

Price will be exclusive of turnover, sales, value added or other similar taxes payable by the Company according to relevant legislation.

Article 9 – INVOICING - TERMS OF PAYMENT

9.1. INVOICING

9.1.1. Invoices shall be issued in accordance with the details specified within each Purchase Order and in line with each agreed invoicing milestone. Where a single invoice is to be issued, it shall be raised subsequent to the delivery and acceptance of the Goods.

Invoices issued by the Supplier must contain the full references of the Purchase Order and be fully compliant with the terms set out therein. They should be itemised according to the number of items specified in the Purchase Order and must include all pertinent details as outlined in the Purchase Order, including but not limited to the Company’s tag or part number, material descriptions, units, and quantities, alongside the Supplier’s own reference numbers. Additionally, invoices should detail the type, rate, and sum of any taxes for which the Company is legally liable. All invoices must be accompanied by the requisite supporting and explanatory documents.

In the event of a change of the payment details specified in the Purchase Order, the Supplier will notify the Company at least thirty (30) days in advance of submitting the invoice.

Any invoice not in compliance with the above stipulations will be deemed to be invalid. The Company will be entitled to return any such to the Supplier for re-issue. Consequently, the Supplier will forfeit the entitlement to receive timely payment for that particular invoice and no default interests shall be due.

An invoice issued prior to the occurrence of the event specified in the Purchase Order for invoicing purposes will be regarded as null and void and is subject to being returned to the Supplier.

9.1.2. Price adjustments must be distinctly itemised on the invoice. If the adjustment arises subsequent to the issuance of the main invoice, it should be documented on a separate invoice.

Adjustments tied to a published index are only deemed valid if invoiced within two (2) months following the index’s publication date, barring a valid agreement to the contrary between the Parties. Invoices for such adjustments must include comprehensive supporting calculations for verification purposes.

9.1.3. The Company shall be entitled to make payment in a currency other than that specified in the Purchase Order if so required by any applicable exchange control regulations.

9.2. TERMS OF PAYMENT

9.2.1. The Purchase Order will specify the terms of payment agreed upon.

9.2.2. No payment will be made before receipt by the Company of the unconditional acknowledgement of receipt from the Supplier stipulated in Article 5.

9.2.3. Should the time of payment not be indicated in the Purchase Order, payments will be made thirty (30) days from the end of the month of receipt of an invoice in accordance to Article 9.1, provided that all relevant contractual terms have been complied by the Supplier.

Payments by the Company will be effected via bank transfer.

9.2.4. The Company reserves the right to offset any amounts it owes the Supplier against any amounts the Supplier owes to the Company, across any and all accounts. Consequently, the Company may deduct penalties, damages, etc., from any payment due to the Supplier under the payment terms of the Purchase Agreement or from any other sums owed by the Supplier to the Company, without the requirement to provide advance notice.

9.2.5. Should the Purchase Order not specify penalties for delays, the Company retains the discretion to defer payments for a period equivalent to the duration of the delay in the fulfilment of the Purchase Order.

9.2.6. The Supplier is obligated to furnish the Company, or its designated agent, with all documentation that may be required by any governmental authority or banking institutions. This includes, but is not limited to, certificates of origin, letters of commitment, and any pertinent supporting vouchers.

9.2.7. The Company shall have the right to retain a warranty holdback amounting to ten percent (10%) of the total value of the Purchase Order, excluding of taxes. This retention shall be released and become payable upon the expiration of the stipulated warranty period, contingent upon the Supplier having met all its contractual obligations. Alternatively, the retention may be released upon either the provisional or final acceptance of the Goods, subject to the provision by the Supplier of a bank guarantee for an equivalent sum, the cost of which shall be borne by the Supplier.

9.2.8. The Company has the option to demand that the Supplier provide, at the Supplier’s own expense if specified in the Purchase Order, a performance bond by way of a bank guarantee. This guarantee should cover an amount up to the entire cost of the Goods and should remain in effect until the delivery date of the Goods.

The Company may also request such a guarantee during the execution of the Purchase Order, even if it was not initially included in the Purchase Order, under the same conditions. In this scenario, the costs associated with procuring the guarantee will be covered by the Company.

9.2.9. The Company will not agree to any down-payment without receiving a corresponding bank guarantee from the Supplier.

9.2.10. The bank guarantees as per Articles 9.2.7, 9.2.8, 9.2.9 are required to be issued by a financial institution that has received the Company’s approval. They must be payable upon the Company’s first request and strictly adhere to the template of the bank guarantee furnished by the Company to the Supplier.

Article 10 – DELIVERY TIME LIMIT

10.1. Irrespective the nature of the Purchase Order and the intended use of the Goods, the stipulated delivery dates and time limits are to be considered critical and biding. The Supplier is obliged to ensure that Goods are delivered on or before the specified dates. The Company shall have the right to perform, or to have performed on its behalf, progress inspections in accordance with the Supplier’s production schedules. The Supplier is obligated to promptly inform the Company of any alterations or amendments to these schedules.

10.2. The commencement of any stipulated time limits shall be from the date the Purchase Order is issued.

10.3. Any penalties for delay stipulated in the Purchase Order will be additional to the Company’s right to claim compensation for damages. Claims by the Company for penalties for delay will be independent of any other remedy which may be available to the Company under the Purchase Agreement, including the cancellation thereof and the entitlement to damages.

10.4. Should the Supplier anticipate a delay in delivery, it is required to promptly notify the Company in writing, detailing the expected duration and cause of the delay. Upon receipt of such notification, the Company is entitled to take any measures it considers necessary to safeguard its interests. This includes instructing the Supplier to implement additional measures, at the Supplier’s cost, to adhere to the delivery deadlines. These rights are exercised without prejudice to the Company’s entitlement to cancel the entire Purchase Order or any part thereof or terminate the Purchase Agreement in line with the terms set out in Article 23.

10.5. In accordance with Article 23, the Company reserves the right to cancel the Purchas Order and terminate the Purchase Agreement in the event of the following:

• if the Supplier has failed to start to execute the Purchase Order on the agreed start date;
• if the execution of the Purchase Order is interrupted;
• if the Supplier fails to execute the Purchase Order within the contractual timeframes.

Should such termination occur, the Supplier shall be held responsible for any direct and indirect damages incurred by the Company as a consequence of these failures.

10.6. The Supplier shall not be eligible to receive any bonus or additional compensation for delivering the Goods prior to the specified delivery date.

Article 11 – QUALITY

11.1. Should the Purchase Order explicitly require adherence to special quality assurance provisions in line with officially recognized standards, consistent with industry norms and practices (which encompass the engineering, procurement, and construction of fuel plants, related technologies, and their operation), outlining the applicable quality assurance (QA) models for contractual engagements, or any other standards deemed equivalent, the Supplier is then obliged to propose a quality plan for the production of the Goods. This plan should reference the Supplier’s existing quality manual, if any.

11.2. The Supplier is required to conduct inspections that it considers necessary to ensure the quality of the Goods, which must include, at a minimum, the inspections specified in the Purchase Order. In the event that the Purchase Order contains specific quality assurance provisions, these inspections must be performed in accordance with the Supplier’s established quality system. For example, this may involve providing detailed photographic documentation of the Goods to the Company prior to packaging.

Prior to initiating the production of the Goods, the Supplier is obliged to present an inspection plan to the Company for its approval. His plan must detail the types of inspections to be conducted, along with their projected dates and specific locations. Should any changes to the inspection plan be necessary, the Supplier must obtain the Company’s written consent before implementing such modifications.

The results of the inspections will be made available to the Company by the Supplier upon request.

Should any defects be identified during an inspection, they must be documented in an inspection report which is to be promptly communicated to the Company.

The Supplier will bear the expenses relating in particular to:

• chemical analyses, destructive and non-destructive testing, hydraulic and acceptance tests;
• the establishment of welding procedures and approval thereof by authorised institutions;
• the certification of its staff by authorised institutions;
• tests and files required by any official or authorised institution which may need to be informed, including any services related thereto.

11.3. The Company reserves the right to verify the inspections conducted by the Supplier or its Sub-suppliers. Additionally, the Company may perform its own inspections and tests as it sees fit. Furthermore, if the Purchase Order specifies special quality assurance requirements, the Company is entitled to conduct quality audits at the premises of the Supplier or its Sub-suppliers.

11.4.1. Verification by the Company of inspections conducted by the Supplier and final inspection and factory testing provisions

The Company will establish a surveillance programme that specifies which inspections from the Supplier’s inspection plan will necessitate the Company’s verification during the manufacturing of the Good. These inspections will be incorporated into the Supplier’s inspection plan and will be designated as:

• «hold point», indicating that the manufacturing process cannot proceed without the presence of the Company or its representative, and
• «witness point», indicating that the manufacturing process can continue even in the absence of the Company or its representative.

The Supplier must notify the Company at least eight (8) days in advance of the planned dates for “hold point” or “witness point” inspections. These dates must be reconfirmed forty-eight (48) hours prior to the inspections taking place. Should the Supplier fail to adhere to these notification requirements, it cannot use the resulting postponement of inspections as a justification for any delay in delivery. Furthermore, if an inspection is unable to proceed due to the Supplier’s fault after such notification and confirmation, the Supplier must reimburse the Company for any direct expenses incurred as a result.

These conditions are particularly pertinent to the final inspection and factory testing phases of the Goods manufacture. If the Company incurs costs for inspectors’ travel and accommodation for an inspection that is ultimately unnecessary (due to the Supplier incorrectly declaring equipment as “ready and in conformity”, presenting incomplete quantities, or showing defective equipment that necessitates a subsequent visit), the Supplier is liable for these expenses.

11.4.2. Inspections and testing at the Company’s initiative

The Company reserves the right to perform or to arrange for additional inspections and tests on the whole or any part of the Goods at any point during their production. The timing for such inspections and tests shall be agreed upon by the Company and the Supplier to ensure minimal impact on the manufacturing progress of the Goods.

The Supplier will at its own expense put at the disposal of the Company all personnel and equipment necessary to carry out such inspections and tests.

In instances where inspections and tests indicate that the Goods do not meet the specifications outlined in the Order, the Supplier will be responsible for covering the direct costs incurred by the Company in conducting these inspections and tests, as well as any expenses associated with rectifying the non-compliance. The Supplier will not be entitled to any compensation or extension of the agreed manufacturing or delivery deadlines as a result of these findings.

11.4.3. Quality audits at the initiative of the Company

The Company reserves the right to conduct or commission audits at its own expense to review the implementation of the Supplier’s quality plan. Additionally, the Company may request any information pertaining to the quality systems of the Supplier or its Sub-suppliers.

The Supplier is obligated to:

• Grant access to all information sought by the Company, provided that it does not pertain to the trade secrets of the Supplier or its Sub-suppliers.
• Provide a meeting room for the Company’s use during a quality audit at no cost.
• Make available to the Company, without charge, any personnel the Company wishes to consult during the audit process.

11.5. Quality surveillance conducted by the Company, encompassing final inspection and factory testing, shall not diminish the Supplier’s contractual obligations, especially concerning the scope of the Supplier’s own inspection activities. Such surveillance does not constitute approval of the Goods and shall not impinge upon the Company’s right to reject the Goods, either in whole or in part, at the time of acceptance as delineated in Article 14.

Article 12 – OPERATIONS AT COMPANY’S SITE

When certain operations (such as assembly, adjustment, testing or start-up, etc.) involve the presence of the Supplier’s personnel at the Company’s site, the Supplier will be required to comply with and procure that its personnel, who will remain under its responsibility, comply with health, safety and environmental (HAZOP/HSE) regulations, and more generally all regulations applicable at the place of performance of such operations.

Article 13 – DELIVERY

13.1. DISPATCH

13.1.1. The Supplier will not pass the Goods to the forwarding agent specified in the Purchase Order nor forward them for dispatch until after satisfactory final inspection and factory testing, and if a dispatch order from the Company is required according to the Purchase Order, only upon the receipt of such dispatch order specifying in particular the delivery destination of the Goods. The Supplier will inform the Company of such delivery or of such dispatch as soon as possible.

13.1.2. In the event that the Goods are released to the forwarding agent or dispatched prior to the Company having the chance to perform the scheduled final inspection and factory testing, the Supplier shall bear the risk. At the discretion of the Company, this may result in the Goods being returned to the Supplier at its own cost, or the Supplier being invoiced for the expenses incurred by the Company or its agent in conducting any necessary subsequent inspections and tests.

13.2. WEIGHT AND DIMENSIONS OF THE GOODS

Prior to dispatch the Goods, the Supplier is required to provide the net weight of the Goods (conditioning included) and the gross weight (including packing) for each individual item or for each set of items. Additionally, the Supplier must indicate the approximate dimensions of the package(s).

13.3. PACKAGING

13.3.1. Packaging carried out by the Supplier

13.3.1.1. Packaging and loading shall be carried out at the Supplier’s expense

The Supplier is responsible for ensuring that packaging and loading of the Goods are carried out in accordance with best industry practices. The Supplier takes full responsibility for the packaging, which should be suitable for the mode of transport, the anticipated amount of handling or transhipment, as well as the climatic conditions expected during transit and at the delivery destination.

The Supplier must also take necessary precautions to safeguard the Goods against any deterioration while in transit to the Company’s premises. Specific measures include:

• Blanking-off the openings of any parts (such as taps, valves, valve fittings, pumps, pressure vessels, etc.) to prevent the ingress of dust or foreign materials into sensitive components of the Goods.
• Protecting external surfaces from adverse weather conditions, moisture, corrosion, and physical impacts.
• Ensuring that sealing surfaces are shielded from the elements and impacts.
• Providing adequate protection for Goods that are prone to damage from exposure to the elements or corrosive substances, such as water, to prevent contact with such damaging agents.
• Offering watertight protection for electrical and electronic materials to prevent moisture ingress.
• Applying transportation locks to larger structural equipment to prevent any bending or deformation during transit.

13.3.1.2. If the Goods have not been adequately packed by the Supplier, acceptance to the Goods may be refused on arrival at the Company’s premises or at such other destination to which the Goods shall be delivered even if delivery is specified in the Purchase Order as «Ex works» (EXW).

13.3.1.3. Consigned packaging will be returned to the Supplier at its expense and at its own risk.

13.3.2. Packaging carried out by a packer appointed by the Company or the forwarding agent

13.3.2.1. The Supplier is obliged to deliver the Goods with adequate protection to ensure that they do not suffer any deterioration up to the point of delivery to the packer selected by the Company or to the forwarding agent. This protection, which does not include the packaging provided by the Company-appointed packer, must also be sufficient to safeguard the Goods until they reach the Company’s premises. This includes protection during storage in open environments or during sea transportation. The protective measures must be in line with the requirements set out in Article 13.3.1.1.

13.3.2.2. If packaging is carried out at the Supplier’s premises, the latter is required to provide all necessary assistance and facilities to the packer to ensure the packaging is completed effectively.

13.4. IDENTIFICATION OF THE GOODS

The Supplier shall:

• Ensure that each item comprising the Goods is labelled with the Company’s part number, the Purchase Order number, and the item number in the Purchase Order, as well as the Supplier’s item reference number and a description of the item. Perishable products must have the expiry date for use clearly and permanently marked.
• Include in the identification of items such as tubes, semi-finished materials, or products like steel pipes and sheet steel, a description of the material composition, following the instructions detailed in the Purchase Order.

13.5. LABELLING OF PACKAGES

Each package will be labelled on four sides with the full address of the place of delivery, the reference indicated by the Company in the Purchase Order as well as the reference number on the packing list, its gross weight and dimensions, lifting points and handling instructions. Such labelling will comply with the latest norm in accordance with the sustainable fuels and construction industry standards and practices.

Any item shipped in bulk and not packaged will, in any event, bear the address of the place of delivery and will be labelled according to the instructions in the Order.

13.6. DELIVERY DOCUMENTS

13.6.1. The Supplier is required to prepare the various documents necessary for delivery of the Goods according to the delivery conditions stipulated in the Purchase Order and in particular, if applicable, customs clearance for exported Goods in the country of destination and obtain, if necessary, at its own expense, all necessary visas issued by Customs, Chambers of Commerce, Consulates or any other organisations.

Instructions for the diffusion of such documents will be given either by the Company or by its forwarding agent as appropriate.

13.6.2. All delivery certificates and bills of Iading indicating the weights and dimensions of packages, the packing list, the invoice and also any other document necessary for export or import formalities will be mailed or delivered to the Company or its forwarding agent in due time. All such documents will include the references stipulated in the Purchase Order.

The packing list will specify the number of the Purchase Order, the number of each item, the Company’s part number, the description of each item, the Supplier’s item reference numbers, the codes of materials, the numbers of units, the quantities, the gross and net weights of each package. A copy of such list shall be included in each package.

13.7. CARRIAGE

Unless expressly stated otherwise in the Purchase Order, all prices quoted shall be “Delivered at Place” (DAP) for transactions within the European Union and “Delivered Duty Paid” (DDP) for imports from countries outside the European Union, in accordance with the most recent version of Incoterms. These prices include freight, insurance, VAT, other taxes, customs or excise levies or duties, or any similar charges.

13.7.1. In instances where delivery is made «Ex works» (EXW), the price of the Goods shall encompass the expenses associated with loading, stowing, and securing the Goods onto the chosen mode of transport. The Supplier is tasked with carrying out these operations, which must meet the specifications and requirements set by the carrier.

13.7.2. Should the Goods be produced within the same country where the Company conducts its operations and are intended for delivery within that country, the Purchase Order will typically indicate whether the Goods are to be delivered as “Delivered at Place” (DAP), “Carriage and Insurance Paid To” (CPT), or “Ex works” (EXW). In the absence of such specification, the Goods will be presumed to be for delivery under the term “Delivered at Place” (DAP).

When a Purchase Order is issued with the term “Carriage and Insurance Paid To” (CPT), the Supplier has the discretion to select the method of transport, provided that it is compatible with the receiving capabilities of the Company and adheres to the agreed contractual delivery date..

13.7.3. A Purchase Order for the export or import of the Good will typically be governed by the Incoterms standard terms of carriage as published by the International Chamber of Commerce and effective on the date of the Order. Should these terms not be specified, the Order will be considered to be subject to delivery “Ex works” (EXW).

13.7.4. In the absence of any mention in the Purchase Order as to the means of transportation, the Supplier will obtain the Company’s prior consent as to the means of transportation to be used.

In all circumstances:

• if a delay in delivery attributable to the Supplier is anticipated or becomes apparent, the Supplier shall be responsible for any additional costs incurred by employing a more rapid mode of transportation to mitigate or eliminate the delay,
• should the Company reject the Goods, the expenses associated with returning the Goods to the Supplier and the dispatch of any replacement Goods by the Supplier shall be borne by the Supplier, both in terms of risk and cost.

13.7.5. Heavy or bulky equipment

If the Supplier is responsible for transportation of the Goods and if the Goods to be transported are heavy or bulky, it will make all necessary special arrangements concerning carriage and handling of the Goods concerned and will obtain all necessary special authorisations in due time.

13.8. HAZARDOUS SUPPLIES

In the case of any Goods considered to be hazardous according to national and international regulations, the Supplier will on its own initiative:

• inform the Company and its forwarding agent of the hazardous characteristics of the Goods;
• submit a «declaration of shipment regarding hazardous merchandises» to the Company or to the forwarding agent of the Company, completed on the official form applicable to the means of transportation chosen by the Company; and
• if it is responsible for the packaging, carry out any appropriate additional labelling; if this is not the case it will give all necessary instructions to the Company or to the forwarding agent of the Company in order to enable it to do so.

Article 14 – ACCEPTANCE OF THE GOODS (FACTORY ACCEPTANCE TEST – “FAT” & SITE ACCEPTANCE TEST – “SAT”)

14.1. The receipt of the Goods is typically contingent upon the Company’s acceptance, which is a distinct process from any quality surveillance activities the Company may have conducted during or after the production phase of the Purchase Order, including but not limited to final inspection and factory testing. The acceptance procedure is as follows:

• For simple units or small devices, acceptance will occur upon arrival at site, typically within ten (10) days.
• For medium complexity units or systems, there will not be a provisional acceptance (Factory Acceptance Test, FAT). Instead, these units or systems must be integrated into the Company’s systems, whether mechanically, electrically, or through software. The final acceptance (Site Acceptance Test, SAT) will take place after the commissioning process (e.g. an integrated valve, electrical cabinets, air compressors).
• For complex systems (such as a filtration technology unit, water treatment system, etc.), the acceptance may involve either a provisional acceptance (FAT) followed by a final acceptance (SAT), or a single acceptance event (either FAT or SAT, depending on the standard level of the good).

Unless otherwise specified in the Purchase Order, delivery will be subject to a single acceptance only.

Regardless of the procedure selected, the acceptance of the Goods may, at the discretion of the Company, occur at the Supplier’s premises prior to dispatch, upon delivery at the Company’s site, at another location specified by the Company, or upon the successful start-up and testing of the equipment.

14.2. The provisional or single acceptance procedure is designed to verify the complete conformity of the Goods with respect to quantity, quality, performance, and other specifications as outlined in the Purchase Order. This procedure is contingent upon the Supplier providing the Company with all the documents required by the Purchase Order, such as drawings and technical documents, spare parts lists, and so forth. In accordance with Article 15.1, the commencement of the contractual guarantee period will be from the date of the provisional or single acceptance.

Final acceptance will take place at the end of the guarantee period and will be subject to the removal of any reserves by the Company. Upon final acceptance the Supplier will be released from its contractual obligations but not from its legal liabilities, such as confidentiality.

14.3. Each instance of acceptance, whether provisional, single, or final, will typically result in the creation of an official acceptance report. This report is to be signed by the Company or by its duly authorized representative, serving as formal documentation of the acceptance.

14.4. In the event that the Goods are found not to be in compliance with the terms of the Purchase Order, established industry standards, or prevailing legislation, the Company shall have the right to:

• Compel the Supplier to rectify any deficiencies;
• Enact a reduction of the purchase price, whether in part or in full;
• Demand the provision of substitute Goods;
• Exercise its right to terminate the Purchase Order pursuant to the stipulations of Article 22.

The Supplier shall, at its own expense and risk, expeditiously undertake the repair, replacement, removal, or destruction of any Goods deemed defective, without any entitlement to an adjustment in the price or to any other form of indemnity whatsoever.

Company’s inspection, testing, acceptance or use of the Goods shall not limit or otherwise affect Supplier’s warranty obligations hereunder with respect to the Goods, and such warranties shall survive inspection, test, acceptance and use of the Goods.

The foregoing provisions will not prejudice the enforcement of other provisions stipulated in the Purchase Order regarding the Supplier, particularly penalties applicable in the event of delay.

Article 15 – GUARANTEES / WARRANTY

15.1. The Supplier guarantees the proper performance and operation of the Goods for a period of thirty (30) months (or as indicated in the Purchase Order) from provisional or single acceptance of the Goods, as the case may be or, in the absence of any such acceptance from the date the Goods are first put into service. Furthermore, the Supplier guarantees that all the Goods provided hereunder shall be free from any liens or encumbrances on title whatsoever and compliant with all applicable laws. It undertakes to remedy any non-compliance of the Goods with the specifications referred to in the Purchase Order discovered after acceptance or, in the absence of acceptance upon the date the Goods are put into service. For the avoidance of doubt, the Supplier shall replace immediately and free of charge all Goods, material and parts which are faulty or are not working properly due to defects of material, manufacturing, or incorrect assembly. Any expenses or charges incurred in remedying any breach of such guarantee will be at the Supplier’s expense.

The guarantee of any part of the Goods subject to qualified acceptance only will not expire until thirty months (or as indicated in the Purchase Order) after cancellation of such qualification.

The Supplier will also be bound by the terms and conditions of all the guarantees stipulated in the special terms of the Purchase Order (performance or other).

15.2. The Supplier will ensure the supply of all spare parts as shall be necessary for the proper operation of the Goods during a period of at least ten (10) years from delivery.

During such period of ten (10) years, and thereafter if it continues to supply them, the Supplier guarantees that any spare parts supplied will comply strictly with the original parts or be interchangeable with them (geometry, metallurgy, processing, performance, etc.) taking into account any modification of the Goods.

In the case of replacement of the whole or part of the Goods by the Supplier by one or more items not complying with the initial specifications, the Supplier will replace, free of charge, such spare parts as may have already been delivered with spare parts adapted to be used with such items or modify them as necessary free of charge.

15.3. Without prejudice to the foregoing provisions, the Supplier shall be liable for latent and hidden defects in the Goods to the extent of its obligations under the applicable law.

15.4. All parts of the Goods replaced or repaired under the foregoing guarantees will benefit from new guarantees identical in nature to and for the same period as the initial guarantees.

15.5. Should the Supplier be in breach of any of its guarantees herein, the Company will be entitled, after failure by the Supplier to remedy such breach following receipt of formal notice thereof, at its discretion either to carry out repairs to the Goods or to have them carried out by a third party at the expense and risk of the Supplier, without prejudice to any claim for damages by the Company and without thereby altering the effect of the above mentioned guarantees.

Article 16 – TRANSFER OF TITLE

16.1. Subject to the provisions of Article 16.2, title to the Good will pass to the Company at the time of final acceptance and factory testing, or in the absence of any such, when the Goods leave the factory gate.

16.2. In the event of payment of an instalment of the purchase price prior to delivery, title to the Goods or, if it is in process of manufacture, title to its identifiable components already procured or manufactured by the Supplier, will forthwith pass to the Company.

Article 17 – RESERVATION OF TITLE

Any reservation of title provision intended directly or indirectly to postpone, in any way whatsoever, the transfer of title of the Goods to the Company until the payment of all or part of the price, shall be deemed to be null and void unless otherwise agreed in writing by the Company.

Article 18 – LIABILITY AND INSURANCE

18.1. LIABILITY

18.1.1. Towards third parties

The Supplier and the Company will each, separately and individually (not joint and several) be responsible towards third parties for direct or indirect damages caused by their respective actions to third parties in connection to the Purchase Order.

18.1.2. Between the Parties

18.1.2.1. Bodily injury

Each Party will respectively assume responsibility for all consequences of accidents occurring during the execution of the Purchase Order to personnel employed by it directly or indirectly, irrespective of who caused the accident

Furthermore, except in cases of gross negligence or wilful misconduct, each Party waives any right of recourse against the other for any damage caused to their personnel. This waiver does not affect the rights of the injured person or their dependants to seek compensation or the rights of social security or similar institutions to claim under their statutory provisions.

18.1.2.2. Material Damage

18.1.2.2.1. To the Goods

Notwithstanding any provisions concerning the transfer of title as set forth in Article 16, the Supplier shall remain obligated to properly maintain and safeguard the Good and shall bear liability for any loss or damage to the Good, from any cause whatsoever, including force majeure, or in the case of Goods in production, to their identifiable components, for the period delineated as follows:

• In the case of an Purchase Order placed under the term “Ex works” (EXW), liability shall extend until the Goods are in the possession of the carrier, pursuant to Article 13.7.1.
• Where the Purchase Order is placed under any other trade term (“FOB”, “CIF”, etc.) as defined in the Incoterms referenced in Article 13.7.3, liability shall persist until the point of risk transfer as specified by the Incoterms for the designated type of transaction.
• If the Purchase Order is placed under the term “Delivered carriage and packing paid” (CPT), liability shall continue until the Goods are formally accepted by the Company at the stipulated place of delivery.

In any of such events, the Supplier shall replace the Goods or any components which have been lost or deteriorated at its own expense and risk, within a reasonable time.

Consequently, except in case of gross negligence or wilful misconduct of a Party, each of the Parties waives its right to any recourse against the other for such loss or damage and guarantees that its contractors and sub-contractors will also waive such recourse against the other Party.

18.1.2.2.2. To other property

Each of the Parties, for itself and on behalf of its contractors and sub-contractors will accept responsibility for any damage that may be caused to its or their property.

Consequently, each of the Parties waives its right to any recourse against the other Party for such damage and guarantees that its contractors and sub-contractors will also waive such recourse against the other Party.

18.2. Insurance

Each party shall procure and sustain, at its own cost, appropriate insurance coverage to address all risks for which it bears responsibility pursuant to the terms of the Purchase Order. Notwithstanding this requirement, the Company is under no obligation to secure insurance coverage for the Goods during transit from the Supplier to the designated place of delivery. The absence of such insurance on the part of the Company shall in no way diminish the Supplier’s liabilities under the Purchase Order.

The Company retains the right to request, at any time, that the Supplier provide a certificate of insurance as proof of the aforementioned insurance coverage. Should the Company so require, the insurance policy taken out by the Supplier must stipulate that the policy cannot be cancelled or substantially altered in a manner that would affect the coverage related to the Purchase Order, without the insurer first giving the Company a minimum of 30 days’ written notice of such cancellation or alteration.

Each of the Parties undertakes to obtain from its insurers a waiver of their right of recourse against the other Party, its contractors and sub-contractors.

Article 19 – INDUSTRIAL AND INTELLECTUAL PROPERTY

The Supplier shall indemnify, defend, and hold the Company harmless from any and all claims, demands, suits, or proceedings brought by third parties alleging infringement or violation of any industrial or intellectual property rights (including, but not limited to, patents, trademarks, designs, and models) in connection with the manufacture or use of the Goods, for the entire period of any such alleged infringement.

The Supplier shall indemnify and hold the Company harmless from and against any and all expenses, damages, and liabilities incurred by the Company in defending against any claim, action, or judgment alleging infringement of industrial or intellectual property rights, including but not limited to, attorney’s and patent counsel’s fees, any damages awarded for infringement, costs associated with the replacement or modification of the Goods to cease the infringement, and any damages attributable to the interruption in the utilization of the Goods.

Article 20 – CONFIDENTIALITY

Each Party covenants and warrants for itself, its personnel, and its subcontractors, in the absence of express written consent from the other Party, to maintain the confidentiality of all news, information, and documentation received or generated in the course of fulfilling the Purchase Order, which pertains to the business activities of the other Party, its subcontractors, affiliated entities, associates, suppliers, contractors, and their respective clients. This obligation of confidentiality extends to any information not already in the public domain, except where such public knowledge arises without a breach of this confidentiality obligation by an unrelated third party. The Supplier is permitted to use such information exclusively for the purpose of discharging its duties under the Purchase Order.

Furthermore, the Supplier commits to returning to the Company all documents, materials, and powers of attorney that may have been provided to its personnel for the purpose of executing the Purchase Order, with such return to occur no later than upon completion of the Purchase Order. These obligations of confidentiality and return of materials shall remain in effect in the event of suspension or termination of the Purchase Order, and shall continue beyond the completion of the Purchase Order.

The Company reserves the right, should it deem necessary, to require specific members of the Supplier’s personnel to enter into a distinct confidentiality commitment, such as a Non-Disclosure Agreement (NDA), a confidentiality declaration, or similar legal instruments, to further ensure the protection of sensitive information.

The obligation of confidentiality set forth in this section shall persist notwithstanding the termination of the contractual relationship between the Company and the Supplier. This duty to maintain confidentiality shall endure for a period of ten (10) years following the date of such termination.

Article 21 – PUBLICITY AND ADVERTISING

The Supplier will not, without the prior written consent of the Company, issue any publicity or advertising relating to the Purchase Order.

Without the Company’s explicit prior written consent, the Supplier is not permitted to use the existence of its business relationship with the Company, the involvement in the individual projects or the specific content of this relationship or any other information that it obtains in relation to the Purchase Order for advertising purposes or for any other similar form of internal or external communication purposes. The same applies to advertising or any other similar form of internal or external communication using the Company’s name, trademarks or logo as a reference. For the avoidance of doubt, the explicit prior written consent of the Company is required even if the information is or has become common knowledge through other means than by infringement of this Purchase Order.

Article 22 – FORCE MAJEURE

22.1. Force majeure means any external event which is both unforeseeable and beyond the control of the Parties which prevents the Purchase Order from being performed.

In any event, the following will not be considered as force majeure:

• strikes and, in general, acts of employees, agents, representatives of the Supplier or its Sub-suppliers and also any breakdown attributable to any defect of materials or of the equipment used in the execution of the Purchase Order,
• any delay in deliveries of raw materials.

22.2. When the Supplier wishes to claim force majeure it will give notice thereof to the Company, in writing, immediately or at the latest within eight (8) days from the occurrence of the event notified. Such notification must state all the elements justifying the claim that the event is of an external nature, unforeseeable and beyond the control of the Supplier, allegedly preventing the Supplier from fulfilling its obligations under the Purchase Order and the expected effects thereof on the delivery of the Goods, as well as the estimated duration of the force majeure event and the steps the Supplier intends to take to remedy it.

22.3. The Company retains the right to take any measures it deems appropriate to protect its interests, including the immediate termination of the Purchase Order. In such a case, the Supplier shall not be entitled to any compensation from the Company. Further the Company may choose to acquire ownership of any portion of the Goods it considers usable, for which it will only pay only the corresponding portion of the price.

22.4. The Supplier may not claim force majeure for any event that occurs after the agreed contractual deadline(s) for the fulfilment of the Purchase Order.

Article 23 – CONSEQUENCES OF BREACH BY THE SUPPLIER

In the event that the Supplier breaches any of its obligations under the Purchase Agreement, the Company shall be entitled to enforce all applicable contractual penalties against the Supplier as provided for herein. In addition, the Company shall be entitled, in any event, to seek and obtain full compensation for any and all damages incurred by the Company as a result of the Supplier’s breach.

Notwithstanding the rights set forth in the foregoing paragraph, and in the instances provided for in Article 7, Article 10.4, Article 10.5, Article 14.4, and Article 25, as well as in the event of a material breach (such as, but not limited to, violations of law, omissions, poor workmanship, quality defects, undue delays, or interference with the Company’s quality surveillance), the Company shall have, at its sole discretion, the right to terminate all or part of the Purchase Order with immediate effect, without the need for prior notice and without any entitlement on the part of the Supplier to claim compensation.

In such case, instalments paid by the Company will be fully reimbursed to it. In addition, the Company will be entitled to acquire such part of the Goods as it shall consider usable, for which it will pay the corresponding part of the Purchase Order.

Should the Supplier, upon the Company’s request, fail to promptly furnish irrefutable proof of its compliance with the applicable local employment legislation concerning employees involved in executing the Purchase Order, particularly with regard to regulations pertaining to undeclared employment, the Company shall be entitled to terminate the Purchase Order with immediate effect. Such termination shall be effected by providing written notice to the Supplier. This right of termination is in addition to, and not in lieu of, any claims for damages to which the Company may be entitled as a result of the Supplier’s non-compliance.

Article 24 – CANCELLATION OF THE PURCHASE ORDER BY THE COMPANY

The Company shall have the right to terminate the Purchase Order unilaterally and without cause by issuing a written notice of termination to the Supplier, which shall be given at least fifteen (15) days prior to the effective date of termination. Upon such termination, the Company shall be obligated to pay the Supplier for all due amounts up to the date of cancellation, after taking into account any advances, instalments, or other payments that have already been made by the Company.

Upon termination of the Purchase Order for convenience, the Parties shall agree on the amount of compensation for the damage directly suffered by the Supplier for such, with the exclusion of indirect damages, such as lost profits not related to the terminated Purchase Order, data, goodwill, or other lost business opportunities

Article 25 – SEVERABILITY

Should individual provisions of the GTCP be invalid or unenforceable or become invalid or unenforceable after the conclusion of the Purchase Agreement, the validity of the remaining provisions of the GTCP shall remain unaffected. The invalid or unenforceable provision shall be replaced automatically (without further negotiation by the Parties) by a valid and enforceable provision whose effects come as close as possible to the economic purpose of the invalid or unenforceable provision.

Article 26 – CHANGES OF CONTROL AND MANAGEMENT OF THE SUPPLIER

Should the Supplier become subject to the appointment of a receiver or liquidator by a court decision, or undergo any analogous insolvency procedure, or if the Supplier is facing imminent dissolution, or if there is a significant change in the Supplier’s control or management, the Supplier must promptly notify the Company in writing of such circumstances. In the event that the Company deems these changes likely to negatively impact the proper fulfilment of the Purchase Order, the Company shall have the right to demand satisfactory assurances from the Supplier or to terminate the Purchase Order by notice pursuant to the terms of Article 23.

Furthermore, Supplier shall not assign or subcontract the Purchase Order, in whole or in part, without the prior written consent of the Company. Supplier’s permitted assignment or subcontracting of the Purchase Order or any part thereof will not release Supplier of its obligations under the Purchase Order, and it will remain liable for any obligations assigned or subcontracted.

Article 27 – APPLICABLE LAW – ANTI-BRIBERY AND CORRUPTION

27.1 Unless explicitly provided differently in the Purchase Order, the Purchase Agreement, the Purchase Order and the GTCP and any non-contractual obligations arising out of or in connection with Purchase Agreement, the Purchase Order shall be governed by and construed in accordance with the laws of Switzerland, excluding the conflict-of-law rules. Application of the United Nations Convention on Contracts for the International Sale of Goods shall be explicitly excluded.

27.2. Anti-Bribery and Corruption

27.2.1 Inappropriate Payments Warranty

Each Party warrants and represents that it has not, and its Affiliates have not, made, offered or authorized, and will not make, offer or authorize, any payment, gift, promise or other advantage, in connection with the matters which are the subject to this contract, whether directly or indirectly, to or for the use or benefit of any person or entity, including a public official (i.e. any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organisation) or any political party or political party official or candidate for office, where such payment, gift or promise would violate:

• Applicable Laws;
• the laws of the country of formation of the Party and such Party’s ultimate parent company (or its principal place of business) and more generally all other anti-corruption and/or anti-bribery laws, regulations and requirements of any jurisdiction applicable to such Party or any of its Affiliates (whether by virtue of the Party’s or their Affiliates’ jurisdiction of incorporation or conduct of business operations);
• the United States Foreign Corrupt Practices Act of 1977;
• the United Kingdom Bribery Act of 2010;
• the principles described in the United Nations Convention Against Corruption adopted by the General Assembly of the United Nations on 31st October, 2003; or
• the laws relating to combating bribery and corruption, and/or principles described in the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the Convention’s Commentaries.

Each Party shall defend, indemnify and hold the other Party harmless from and against any and all claims, damages, losses, penalties, costs and expenses arising from or related to, any breach by the indemnifying Party of such warranty. This indemnity obligation shall survive termination or expiration of this Purchase Order/Contract. Each Party must timely:

• respond in reasonable detail to any notice from any other Party reasonably connected with the above-stated warranty; and
• furnish applicable documentary support for such response upon request from such other Party.

27.2.2 No relationship warranty

The Supplier warrants that it does not hold, nor does any of its Personnel hold, any legislative, administrative or judicial office, including employment or engagement by, or acting on behalf of, a public agency, a public enterprise or a public international organization.

The Supplier warrants that none of the shareholders of the Supplier’s company (other than those shareholders holding shares traded on a national securities exchange), principals, or staff are an officer or employee of any government, (including any department, agency or instrumentality thereto, or any person acting in an official capacity on behalf of any such entity), or are family members of any such individual.

Article 28 – SETTLEMENT OF DISPUTES AND JURISDICTION

Claims, disputes and other matters relating to the execution and progress of the Purchase Order or the interpretation of or performance under the Purchase Agreement shall be referred initially to the higher levels of management within each Party. The representatives of the parties («managers») shall organise a meeting within twenty-five (25) days from the date of requesting such meeting.

If a party fails to attend such a meeting and/or not less than twenty-eight (28) days from the date of an initial meeting said persons fail to settle such dispute, then said dispute shall refer the dispute to arbitration as follows: any arbitration proceedings shall be governed by the Swiss Rules of International Arbitration by three arbitrators appointed in accordance with said Rules and the venue of the arbitration shall be Zurich, Switzerland. Language shall be English.

Article 29 – NOTICES

In the absence of information on the Order, Supplier and Company are deemed to have chosen as their address the address of their registered place of business.

Any correspondence shall be valid when sent, in writing, to the address chosen by the Parties in the Order or, in its absence, to their registered place of business.

The present General Terms & Conditions of Services (‘GTCS’)shall apply to the Order of Services, hereafter named the Order, placed by the Company and shall prevail over the Supplier’s terms of services sales. They can be modified by the special terms stipulated in the Order. Such special terms will only apply to the Order concerned, the Supplier not being entitled to avail itself thereof for other Orders. In the event of conflict between the general and special terms of Services, the special terms will prevail.

1. DEFINITIONS

Order means the document, including any possible amendments, by which the Company entrusts the Supplier with the performance of a service and sets its conditions.

The Order can be enlarged by adding documents (e.g. schedules, technical descriptions, etc.) to which it refers and which are deemed to be a part thereof.

Services or Works means all the services to be carried out by the Supplier pursuant to the Order.

Company means “Synhelion” or its relevant affiliate for whom the Services are rendered.

Supplier means the natural person or the company or other entity which has undertaken to carry out the Services which have been entrusted to him by the Company.

1. ACCEPTANCE OF THE ORDER

The Services shall be performed by the Supplier, only if the Supplier accepts without reservation the present General Terms and Conditions and when applicable, the Particular Conditions as defined in the Order.

The acceptance of the Order is established by the return to the Company, within a delay of eight (8) working days from the dispatch of the Order, of the copy of the Order named “acknowledgment of receipt”, excluding all other documents, which means acceptance without reservation of the said Conditions. The Order is deemed valid even in the absence of a signature.

Any beginning of implementation of the Order by the Supplier indicates his final acceptance of the present General Conditions and when applicable of the Particular Conditions of the Company.

The provisional acceptance does not preclude the Supplier from formally sending back within the set delay the signed “receipt notice”.

Any beginning of implementation without a previous Order from the Company cannot commit the latter.

2. MODIFICATION

Any modification to the Order must imperatively be implemented pursuant to an Addendum issued and accepted under the same conditions as set out in Article 2 here above.

3. DUTY AND OBLIGATION OF THE CONTRACTOR

3.1 General obligations

The Supplier undertakes to carry out the Services within the time-limits, in accordance with the practices of the industry and the provisions of the Order.

He recognises having full knowledge of his contractual obligations, of the conditions in which the Services must be carried out and of the duties, burdens and charges pertaining to them.

In consequence no claim from the Supplier in order to modify the agreed prices, the time-limits set, the procedure of implementing his obligation or a claim to restrict his liability shall be accepted by the Company.

3.2 Supplier’s personnel

The Supplier:

• undertakes to perform the Services with competent personnel and in adequate number, in accordance with the applicable laws and regulations, mainly in respect of the industrial relations and the social coverage.
• guarantees the respect by his personnel of the laws and regulations applicable where the Services are implemented and the observance by the said personnel of all applicable particular rules of safety.

3.3 Material means of the Supplier

The Supplier undertakes:

• to make available and to use the material means necessary to carry out the Services in conformity with the industrial practices and the contractual provisions.
• to ensure the maintenance, repair and replacement of the said material means.

3.4 Guarantees

The Supplier guarantees:

• the proper design of the installation studies made by him,
• the proper implementation of his Services,
• the time-limits.

The Supplier is solely liable towards the Company for the overall implementation of these provisions.

If the Services turn out to be dissatisfactory due to a mistake, an omission or for any other reason, the Supplier shall make at his own expense the necessary corrections to comply with the provisions of the Order without waiving, when applicable, the provision for compensation for delay. Company reserves the right to request more resources from Supplier, should the dissatisfactory Services be caused by a lack of resources.

3.5 Sub-contracting

The Supplier may not subcontract any part of the Services without the previous written agreement of the COMPANY. This authorisation does not free the Supplier from any of his obligations pursuant to the Order. In particular, the Supplier is solely responsible towards the Company as well as towards third parties of the subcontractors he has chosen and also of the proper and complete performance of the part of the Services subcontracted.

4. CONDITIONS OF ACHIEVEMENT OF WORK

4.1 Time-limits - Compensation for delay

The Order specifies the dates to implement the Services. It can provide the compensation for delay, the amount of which shall be deducted from the Supplier’s invoices. This compensation cannot be deemed as liquidated damages in consideration of the damage suffered by the Company. The existence of such provisions does not preclude the right of the Company to terminate the Order as specified in Article 11.1 hereafter.

4.2 Control - Insurance - Quality

The Supplier is bound to communicate upon the Company’s request the Programme of Quality Insurance that he will implement to satisfy all the quality requirements of the Company defined in the contractual documents.

The Company retains the right to verify, at any time, during the Services, the progress of the Programme of Quality Insurance.

4.3 Completion of SERVICES acceptance

In consideration of the nature of the Services the Order may establish a procedure for acknowledgement of Services such as an acceptance procedure of the complete file by the Company. The payment of the last instalment of the invoicing schedule shall be made only upon the execution of the reception of the Services.

5. FINANCIAL PROVISION

5.1 Price

The Order provides the means of payment to the Supplier. The price is understood all applicable taxes (if any) included, firm and not subject to revision, except VAT. Prices of the Order express the full remuneration of the Supplier for the implementation of the Services, the Supplier being presumed to have taken into account in his price all burdens, hardship, insurance premiums, etc. and also all taxes, payments and other legal levies which are to be borne by the Supplier by whatever method of computing or collecting.

In the field of taxation and any other legal contribution or levy pertaining directly to it, the Supplier is bound to fulfil in the required time all his obligations to the relevant administrations and shall indemnify and hold the Company free and harmless from and against any relevant claim.

5.2 Invoicing, payments

5.2.1 In the absence of particular conditions provided in the Order, the Supplier shall make a sole invoice at the end of the Services. Should Company decide to be invoiced on a monthly basis, such invoice shall be accompanied by documentation to support the charges thereon (including, where applicable, detailed time sheets).

5.2.2 Invoices shall bear the complete reference number of the Order, shall be drafted in full conformity with the conditions of the Order and be supported by the necessary justifications for their control.

Any invoice not in conformity with the contractual provisions shall be returned to the Supplier and the time-limits for the payment shall be postponed accordingly.

5.2.3 The payment of the invoice in conformity shall be made thirty (30) days after the end of the month of its receipt.

5.2.4 In case of dispute on an invoice, the Company shall only take into account the undisputed part of the invoice and the payment of that part shall be made upon request of the Supplier and shall be deemed an instalment payment.

6. LIABILITIES - INSURANCES

6.1 Liability

6.1.1 Liabilities toward the Administration

The Supplier guarantees the Company against any claim which is the consequence of his failure or a failure of his personnel, sub-contractors and suppliers and their personnel to comply with the legislation of the country in which the Services are rendered, or abroad if the Services or part of it, are performed outside of the country where the Services are rendered.

6.1.2 Liability toward third parties

The Supplier and the Company shall be, individually, liable for all pecuniary consequences, whether directly or indirectly, of the civil liability they incur under the law in respect to all damages of whatever nature caused to third parties by their personnel or property or other contractors, subcontractors and suppliers, arising from the implementation of the Services.

In consequence the Party liable for such damages shall hold free and harmless the other Party against any claim from a third party.

6.1.3 Liability toward the other Party

A Bodily injury

Each Party shall bear the full cost of any accident which may occur to the personnel it employs directly or indirectly in respect of the Services and whoever may be responsible for the accident.

In consequence each Party waives its right of recourse against the other Party, the other contractors, subcontractors and suppliers for all damages to its personnel without prejudice to the right of the parties concerned or their successors and those of the Social Security or any similar body in a foreign country.

B Damage to property

Each Party shall bear the consequences of damages or losses caused thereto to the goods or properties belonging to it, whatever may be the cause.

In consequence each Party in its name and in that of its other contractors, subcontractors or suppliers which it shall indemnify and hold free and harmless waives its right of recourse against the other Party, its other contractors, subcontractors or suppliers, pertaining to such damages or losses.

C Indirect losses

Each Party waives its right of recourse against the other Party, the other contractors and subcontractors and suppliers for all indirect losses subsequent or non-subsequent to all damages of whatever nature caused by the fault of the other Party or the personnel acting on its behalf.

6.2 Insurance

The Supplier shall, in due time and at his own expense, take out and maintain the necessary insurance policies covering all insurable risks for which he is liable under the Order and applicable laws and regulations. The Company shall be entitled at all times to require certificates thereof. Each Party shall arrange to obtain from its insurers the necessary waivers of their rights of recourse.

7. PROPRIETARY RIGHTS AND PATENTS

7.1 Each Party remains the holder of the proprietary rights vested before the beginning of the Services.

7.2 Technical documents of any kind, such as plans, computation notes, lists of materials, schemes, details of installation and specifications furnished to the Supplier by the Company, will remain the exclusive property of the Company.

Technical documents of any kind, such as plans, computation notes, lists of materials, schemes, details of installation and specifications prepared by the Supplier will be the exclusive property of the Company.

7.3 The results of the Services will be the exclusive property of the Company, and Company will benefit from the exclusive right to apply for patents pertaining to any invention made during or in connection with the Services.

The Supplier shall provide the Company with his know-how and shall indemnify and hold the Company free and harmless from and against all claims or actions from holders or licensees of any proprietary and/or patent and/or trademark rights and arising in connection with or during the performance of the Services. The Supplier shall indemnify and hold the Company free and harmless from and against any damages and expenses incurred by Company as a result.

8. PROFESSIONAL SECRECY AND OBLIGATION OF CONFIDENTIALITY

The Supplier undertakes and guarantees for his personnel and subcontractors the respect of the obligation not to divulge to anyone, either directly or indirectly, any news, information or any documents obtained or made during the implementation of the Services and pertaining to the activities of the Company, his subcontractors or companies and bodies of Synhelion or its relevant affiliate, their associates, subcontractors, suppliers or contractors and their clients. Furthermore, the Supplier undertakes to deliver to the Company, and this at the latest by the end of the implementation of the Services, all documents, material, and powers of attorney which could have been delivered to his personnel during the Services.

These undertakings shall be valid in the event of suspension, termination or after the implementation of the Services. The Company retains the right, it necessary, to make a member or members of the Supplier’s personnel subscribe to a particular undertaking of secrecy, e.g. Non-Disclosure Agreement (“NDA”), confidentiality declaration, etc.

The duty of confidentiality provided in this section will apply even in the event of the termination of the contractual relationship between the Company and the Supplier, and will last ten (10) years from this date.

9. FORCE MAJEURE

9.1 Force majeure means any event beyond the control of the Party concerned having both an unforeseeable and insurmountable nature preventing the performance of either all or part of the Order. Acts including the strike of the Supplier’s, subcontractors’ or suppliers’ employees, agents or representatives shall in no case constitute force majeure circumstances.

The Party claiming force majeure shall within a maximum period of eight (8) days from the occurrence of the force majeure event (failing which it shall not be entitled to avail itself thereof) (i) notify the other Party of this event, giving evidence of its force majeure nature (ii) indicate its estimated duration and (iii) inform the other Party of the steps taken or which it intends to take.

9.2 As a result of the occurrence of a force majeure event, the Parties’ performance of the obligations affected shall be suspended; accordingly, each Party shall bear the costs respectively incurred in connection with the same. Should force majeure render the performance, or continued performance of the Services impossible, the Company shall be entitled to exercise any or all of the following options:

• determine the steps to be taken, with the Supplier’s agreement, during the period of suspension;
• propose a modification of the Order to take into account the new situation provided that the Supplier shall not avail himself of such modification (e.g. reduction in the extent of the Services) to claim any indemnity whatsoever or any additional remuneration;
• terminate the Order with retroactive effect to the date on which the Services were interrupted, without payment of compensation to the Supplier other than payment for the part of the Services performed to the date of interruption.

10. TERMINATION

10.1 The Order may be terminated by the Company in the event of a serious breach by or default of the Supplier and in particular and without limitation, in the event of violation of applicable laws and regulations, or misrepresentation with respect to the means, interruption of the Services, excessive delays or poor workmanship in the implementation of the Services, and also in the event of subcontracting of the Services without the Company’s prior consent.

Should the Supplier fail to remedy any such breach or default within eight (8) days from receipt of the formal notice addressed to him in writing by the Company, the latter shall be entitled to automatically terminate the Order without any additional formal action and without prejudice to any claim for damages.

10.2 Even if the Supplier has not failed in his obligations, the Company may at any time, before or after commencement of the Services, terminate the Order either wholly or in part without having to justify the reasons for such termination.

In such a case the Parties shall come to an agreement as to a termination indemnity for the direct loss incurred by the Supplier as a result of such termination.

10.3 The Company shall likewise be entitled to terminate the Order in the event of the death of the Supplier.

11. ASSIGNMENT

Unless previously agreed upon by the Company, the Supplier shall not assign in any way the Order or part of the Order or any benefit or interest thereof.

Subject to having first informed the Supplier, the Company shall be entitled to freely assign the Order or part of the Order or any benefit or interest thereof.

12. RULE OF COURT - LIQUIDATION - DEATH OF CONTRACTOR

In the event of a compulsory winding up or rule of Court against, or voluntary liquidation or personal bankruptcy of the Supplier, the Company shall have the option to terminate the Order by simple written notification and without compensation to the Supplier, unless Company decides to continue the Services with the liquidator or trustee or unless the latter decides to continue to perform the Order.

13. APPLICABLE LAW – ANTI-BRIBERY AND CORRUPTION

13.1 Unless explicitly provided differently in the Order and the present General Conditions and any non-contractual obligations arising out of or in connection with the Order shall be governed by and construed in accordance with the laws of Switzerland, excluding the conflict-of-law rules.

14.2 Anti-Bribery and Corruption

14.2.1. Inappropriate Payments Warranty

Each Party warrants and represents that it has not, and its Affiliates have not, made, offered or authorized, and will not make, offer or authorize, any payment, gift, promise or other advantage, in connection with the matters which are the subject to this Order, whether directly or indirectly, to or for the use or benefit of any person or entity, including a public official (i.e. any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organisation) or any political party or political party official or candidate for office, where such payment, gift or promise would violate:

• Applicable Laws;
• the laws of the country of formation of the Party and such Party’s ultimate parent company (or its principal place of business) and more generally all other anti-corruption and/or anti-bribery laws, regulations and requirements of any jurisdiction applicable to such Party or any of its Affiliates (whether by virtue of the Party’s or their Affiliates’ jurisdiction of incorporation or conduct of business operations);
• the United States Foreign Corrupt Practices Act of 1977;
• the United Kingdom Bribery Act of 2010;
• the principles described in the United Nations Convention Against Corruption adopted by the General Assembly of the United Nations on 31st October, 2003, or
• the laws relating to combating bribery and corruption, and/or principles described in the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the Convention’s Commentaries.

Each Party shall defend, indemnify and hold the other Party harmless from and against any and all claims, damages, losses, penalties, costs and expenses arising from or related to, any breach by the indemnifying Party of such warranty. This indemnity obligation shall survive termination or expiration of this Order. Each Party must timely:

• respond in reasonable detail to any notice from any other Party reasonably connected with the above-stated warranty; and
• furnish applicable documentary support for such response upon request from such other Party.

14.2.2. No relationship warranty

Supplier warrants that it does not hold, nor does any of its Personnel hold, any legislative, administrative or judicial office, including employment or engagement by, or acting on behalf of, a public agency, a public enterprise or a public international organisation.

Supplier warrants that none of the shareholders of Supplier’s company (other than those shareholders holding shares traded on a national securities exchange), principals, or staff are an officer or employee of any government, (including any department, agency or instrumentality thereto, or any person acting in an official capacity on behalf of any such entity), or are family members of any such individual.

14. SETTLEMENT OF DISPUTES AND JURISDICTION

Claims, disputes and other matters relating to the execution and progress of the Order or the interpretation of or performance under a Service Agreement (“Service Agreement”) shall be referred initially to the higher levels of management within each Party. The representatives of the parties («Managers») shall organise a meeting within twenty-five (25) days from the date of requesting such meeting.

If a party fails to attend such a meeting and/or not less than twenty-eight (28) days from the date of an initial meeting said persons fail to settle such dispute, then said dispute shall refer the dispute to arbitration as follows: any arbitration proceedings shall be governed by the Swiss Rules of International Arbitration by three arbitrators appointed in accordance with said Rules and the venue of the arbitration shall be Zurich, Switzerland. Language shall be English.

15. SEVERABILITY

Should individual provisions of the GTCS be invalid or unenforceable or become invalid or unenforceable after the conclusion of the Purchase Agreement, the validity of the remaining provisions of the GTCP shall remain unaffected. The invalid or unenforceable provision shall be replaced automatically (without further negotiation by the Parties) by a valid and enforceable provision whose effects come as close as possible to the economic purpose of the invalid or unenforceable provision.

16. NOTICES

16.1 In the absence of information on the Order, Supplier and Company are deemed to have chosen as their address the address of their registered place of business.

16.2 Any correspondence shall be valid when sent, in writing, to the address chosen by the Parties in the Order or, in its absence, to their registered place of business.