GENERAL CONDITIONS OF SALE

TROUVAY & CAUVIN LTD
REFERENCE NO. GTCS–T&C LTD (UK) – EDITION JUNE 2021    

These general terms and conditions of sale (hereafter referred to as “GTCS”) shall govern and form an integral part of all Contracts entered into by TROUVAY & CAUVIN Ltd. (hereafter referred to as the “Seller”) for the supply of goods and/or services (hereafter referred to as the “Supply(ies)”) to customers (hereafter referred to as “Client”). These GTCS prevail over any and all documents of a contradictory nature of the Client which have not been accepted in writing by the Seller.

1. General Terms
“Notification” means any notice or other formal written communication provided by a Party by (i) hand; and/or (ii) electronic mail against return receipt; and/or (iii) registered mail and/or courier services; and/or (iv) fax; promptly transmitted or addressed to the other Party and that shall be deemed to have been given when delivered or duly sent, subject to delivery receipt written confirmation or within 1 (one) business day after its presentation, whichever occurs first. 1.1 ““Contract”: means the written agreement including this GTCS and detailing the conditions under which the Seller undertakes to provide Goods, as formalized either through (i) the Client’s acceptance of the Seller’s Offer without any variation, or (ii) the final applicable conditions as amended in writing by the Seller in its Order acknowledgment or (iii) the signature of a written agreement/contract by the Parties. 1.2 Offer means the offer provided by the Seller to which the present GTCS apply. 1.3 Order means any written order from the Client based on Seller’s Offer. 1.4 Delivery means the moment of readiness, dispatch or delivery of the Supplies depending on the Incoterm applicable. 1.5 Party means either the Seller or the Client and Parties means collectively the Seller and the Client. 1.6 Specifications means specifications and standards indicated in the Supplies’ description and as set out in the Contract. 1.7 “Notification” means any notice or other formal written communication provided by a Party by (i) hand; and/or (ii) electronic mail against return receipt; and/or (iii) registered mail and/or courier services; and/or (iv) fax; promptly transmitted or addressed to the other Party and that shall be deemed to have been given when delivered or duly sent, subject to delivery receipt written confirmation or within 1 (one) business day after its presentation, whichever occurs first. 1.8 These GTCS shall apply to any Contract concluded by the Seller. The Seller and the Client agree that once a Contract is concluded subject to these GTCS, these GTCS shall apply to subsequent transactions as well. 1.9 Incoterms used in Offer, Order, Contract or otherwise must be interpreted in accordance with the International Rules for the interpretation of Trade Terms produced by the International Chamber of Commerce (ICC Incoterms) in force at the time when the Contract is concluded.

2. Offer
2.1 Unless otherwise specified in the Seller’s Offer, an Offer will be valid for 10 (ten) calendar days from its issuance date. 2.2 Seller’s Offer in based upon the information and documents provided by the Client duly received by the Seller. They shall be deemed exact, exhaustive and to represent the reality of the services and/or work to be performed without any adaptation, adjustment, updating, modification and/or variation. Any revision of such information and/or documents after the Offer is submitted shall be subject to the Seller’s prior written agreement and/or revised Offer before any execution and may imply a modification of prices, schedule and/or applicable conditions.


3. Contract
3.1 All Contract imply the Client’s unreserved adherence to the present GTCS. These GTCS cannot be altered by any contrary stipulations in the Client’s Order, in its general conditions of purchase or in any general manner on any other documents provided by the Client. 3.2 Commitments and/or agreements by the Seller are only valid when confirmed in writing. 3.3 Only the Seller’s Offer as amended, as the case may be, by the Seller’s Order acknowledgment shall be binding and shall prevail in case of discrepancy with the Client’s Order. 3.4 Any variations and/or amendments to the Contract and any agreements ancillary to the Contract shall be valid only if they have been agreed in writing by the Parties.

4. Supervision, Tests and Inspections
4.1 All specific supervisions, tests and inspections requested by the Client shall be borne by the latter unless otherwise agreed in writing by the Seller. 4.2 The Seller will provide inspection’s Notification in a reasonable time prior to the inspection’s date. 4.3 If the Client fails to attend the inspection despite Seller’s Notification, such inspection shall be carried out and shall be deemed to have been made in presence of the Client or any persons appointed by the Client in this regard and the Seller’s report stating that Supplies have successfully passed related inspection shall be conclusive evidence. 4.4 Each Supply is tested according to applicable Specifications and inspection and test plans – if any.


5. Packing
5.1 Unless otherwise provided, the Supplies will be packed to withstand normal transportation conditions as per manufacturer standards. 5.2 Any specific packing, such as packing in cages, crates, etc. will be invoiced at cost and is non-returnable. The Seller will not be held liable for any damage on Supplies (i) as a result of packing recommended, requested, made or supervised by the Client or its agent; and/or (ii) resulting of the Client or its agent mishandling of Supplies. 5.3 The Seller is not responsible of the packing during storage irrespective of storage conditions.

6. Delivery & Receipt
6.1 Unless otherwise provided, the Supplies are sold and delivered EX WORKS from the Seller’s premises. 6.2 The delivery schedules specified in the Offer are firm and subject to (i) mills confirmation; and/or (ii) production capacities remaining available; and/or (iii) availability of stocks at the time the Contract is concluded; and/or (iv) vessels/carriers’ capacities, availabilities and schedules.  6.3 The Seller reserves the right to deliver the Supplies in partial instalments (partial shipments). 6.4 Unless otherwise specified, the Contract is deemed final and the delivery schedule starts after the following cumulative conditions are met: 6.4.1 Client acknowledgement and written acceptance of the Offer (without any variations), or Seller acknowledgement and written acceptance of the Client’s Order, or the signing of a Contract by the Parties; 6.4.2 Client submission of all the information and documentation needed for the performance of the Contract and duly approved when required; 6.4.3 Payment of advance payment – if any, and/or supply of proper instruments of payment set out in the Contract (such as Letter of Credit, Post Dated Cheque, etc…); 6.4.4 Approval of applicable template(s) of bank guarantees (advance/performance/warranty /retention bonds, etc…) – if any; and 6.4.5 clearance of all technical and/or commercial matters as confirmed by the Seller. 6.5 Delays cannot justify the total or partial cancellation, or termination of the Contract by the Client. The Seller does not accept liquidated damages, penalty clauses or any other indemnity/damage. Should the Seller accept liquidated damages, on case-by-case basis, such liquidated damages shall be full discharging. In any cases, airfreight shall be excluded. 6.6 The Seller is fully released by right and without indemnity from any commitment relating to delays in delivery(ies) in each of the following cases: 6.6.1 Client’s failure (i) to comply with payment conditions, and/or (ii) to submit proper instruments of payment, and/or (iii) to approve applicable template(s) of bank guarantees (advance/performance/warranty/retention bonds, etc…) – if any and/or to accept related bank guarantee(s) issued on the base of such agreed template(s); 6.6.2 Client’s failure to (i) supply information; (ii) approve documentation; (iii) attend 6.6.3 In case of delay(s) for which the Client and/or a third party is responsible; 6.6.4 In the event of force majeure or serious occurrence(s) such as total or partial lock-out, strike at the Seller’s works and/or sites or those of the Seller’s suppliers, epidemic, war, requisition, fire, flood, interruption or delay in transport services, shortage of raw materials, or any other cause giving rise to total or partial stoppage in the Seller’s works and/or Seller’s suppliers.  6.7 If the Client is responsible for the delay, it shall indemnify the Seller for any damages it may incur as a result.

7. Transport and Carrier Verifications on Arrival
7.1 If the Seller’s is in charge of the transportation, the means of transport shall be at the Seller’s option. Special routings or means of transport requested by the Client shall be at the Client’s cost. Any claim for shipping loss(es), breakage(s) or damage(s) (obvious or concealed) shall be made to the carrier and copy of such claim shall be send to the Seller. 7.2 The Client shall be required, at the agreed place of readiness, dispatch or delivery, to unload the Supplies as quickly as possible, at the Client’s expense and risk. 7.3 If the Client fails to collect the Supplies on the agreed date of collection, the Seller is entitled to invoice the Client the warehousing costs and shall be entitled to issue its invoice for the Supplies whose delivery has been delayed due to the Client’s default. The Seller shall also be entitled to cancel or terminate the Contract by right, without judicial intervention, and without prejudice to the Seller’s right to compensation for any expenses and losses incurred. 7.4 The addressee must proceed with a thorough checking of the Supplies on arrival, and in the event of damage(s)/apparent defect(s) or short supply(ies), shall send a claim with its clear and detailed reservation within 48 (forty-eight) hours by extra-judicial act or by registered letter.


8. Reservation of Ownership and Transfer of Risk
8.1 Any Supplies delivered shall remain the Seller’s exclusive property until their prices have been fully paid (i.e. actual cashing by the Seller) in terms of principal, interests and ancillary payments. 8.2 The risks shall pass to the Client upon Delivery as per agreed Incoterm. 8.3 The Client must ensure the Supplies cannot be confused with other supplies and shall in particular, preserve the identifying markings and undertakes to insure the Supplies against all and any risks that might involve their deterioration or loss. 8.4 In case of default of full payment of the price, the Client undertakes upon written request from the Seller to restore sold Supplies to the latter. Any expense in connection with repair or restoration of the sold Supplies and transportation costs shall be borne by the Client. 8.5 The Client shall be formally prohibited from selling, pledging or disposing of the Supply(ies) in any manner whatsoever to a third party. Any such operation will be null and void as a sale of another party’s property, without prejudice to the payment of any damages and interests which may be due to the Seller.


9. Prices
9.1 Prices are calculated on the basis of the Specifications, schedule and the quantities indicated in the Contract. 9.2 The Seller’s unit prices are exclusive of Value Added Taxes, and others taxes (including withholding taxes, or other applicable tax on goods or services or the like) and others charges (hereafter the “Taxes”) arising out of or in connection with the Supplies’ sale and/or supply of services. Subject to applicable Incoterms, prices are exclusive of import/export excises or duties, demurrage charges or any other charges. 9.3 Prices shall be adjusted given potential fluctuations of currencies and/or Taxes and/or duties and/or others charges that may lead to a revision of the Seller’s Offer and/or of related invoicing. 9.4 In the event of applicable currency’s devaluation, the Seller’s Offer and related invoicing will be revised so as to apply the prices due according to the new parity whether for (i) deliveries made prior to the devaluation and not yet invoiced; (ii) deliveries made and/or invoiced at the devaluation’s date but not yet paid; and (iii) deliveries incurred after the devaluation. 9.5 Prices are for work undertaken during the Seller’s normal business hours and working days. Any deviation to such working time shall be subject to Seller’s prior written agreement. The Seller reserves in such cases, the right to revise the prices and delivery schedule accordingly. 9.6 If one or more components’ costs are subject to an increase after the conclusion of the Contract, the Seller shall be entitled to increase the original prices accordingly. 9.7 Likewise, alteration to transport tariffs, the tax system, legal charges, etc… on the basis of which prices are established, automatically entails a corresponding increase of prices as the case may be. 9.8 If the Client is required by law or otherwise to make any deduction or withholding of taxes from any payment due to the Seller then the gross price payable to the Seller shall be increased so that the Seller receives an amount payable to it which is no less than the amount the Seller would have received if no such deduction or withholding had been made.

10. Terms of Payment
10.1 Unless the Parties have otherwise agreed, payments shall be net, without discount and free and clear of deductions. 10.2 Payments shall be made by bill of exchange, letter of credit, promissory note, check or wire transfer and are payable at the Seller’s domicile, including if the Contract is the subject of a claim. 10.3 The Seller will not accept any delegation, subrogation, or assignment of credit, etc. 10.4 In case of partial delivery, related partial invoicing shall be authorized. 10.5 If the Supplies delivery is delayed due to the Client, such Supplies shall be deemed delivered as per the original delivery schedule, so that the Seller shall be entitled to invoice the Client for related Supplies from such deemed delivery date and the Client shall be obliged to pay for such Supplies within the delay stated accordingly in related invoice. 10.6 The Seller has the right to refuse any request of payment(s) due date’s extension. If a request of this kind is made, the Seller reserves the right even after partial execution of the Contract, to require any others guarantees as they deem suitable and/or to cancel or terminate the Contract for the remaining Supplies, all without prejudice to damages and late payment interests owed to the Seller and subject to the rights resulting from cancellation or termination (hereafter the “Cancellation”) set out under Clause 11.4 “Cancellation” hereof. 10.7 No claim made by the Client shall entail changes of the payment terms or suspension of payment of the Seller’s invoices, late payment interests and costs. 10.8 In the event of non-payment of the invoices on their due dates: (i) the late payment interests run by right, without prior formal notice, from the first day following the deadline set forth in the invoice. The late payment interest shall be calculated at the rate of 10% (ten percent) per annum above the base rate of the central bank of the Seller’s domicile, all without prejudice to any compensatory damages and others remedies; (ii) all outright payments of arrears and amounts coming due owed by the Client will be immediately due by right and without prior formal notice. 10.9 In the case of a serious change in the situation of the Client, especially in the case of death, incapacity, insolvency, bankruptcy, dissolution of the company or a change in the Client’s legal or financial position, mortgage of its properties, pledging of its business, cessation or suspension of its activities, a judicial settlement or collective proceedings for legal redress or liquidation of its assets or similar measures or proceedings, the Seller reserves the right, even in case of partial fulfilment of a Contract, to either: 10.9.1 claim outright payment of arrears and amounts coming due; and/or 10.9.2 suspend the performance of the Contract; and/or 10.9.3 cancel all or part of the remainder of the Contract without notice; and/or 10.9.4 to condition any future performance to advance payment of 100% (one hundred percent) of related Supplies’ value; and/or 10.9.5 to require any others guarantees; and/or 10.9.6 to retain any advance payments received as a lump-sum indemnity for the damages, expenses and/or losses incurred all without prejudice to any other rights and remedies of the Seller under the Contract, at law or in equity. 10.10 Seller shall have the right to deduct, offset against and/or withhold from any sums due to the Client and/or its affiliated companies, whether under the Contract or any other contract concluded/order passed between the Seller and the Client and/or their affiliated companies (hereafter the “Group Contracts”), any amount due to the Seller and/or its affiliated companies under such Contract or Group Contracts.


11. Default
11.1 Client’s Default: If and for as long as the Client fails to meet any of its obligations properly or on time, and in particular in case of any delay in payment whatever the reason may be, whether under the Contract or Group Contracts, the Seller shall be entitled to: 11.1.1 suspend performance of the Contract/Group Contracts until the Client completes its obligations and/or Seller receives payment of all its due – in which case, Clause 11.3 “Suspension” hereof shall apply as the case may be; and/or 11.1.2 invoke the reservation of ownership clause; and/or 11.1.3 cancel/terminate by right (without judicial intervention) the Contract/Group Contracts, totally or partially, with immediate effect by written Notification – in which case, (i) Seller shall not be liable for any loss sustained by the Client; (ii) Seller shall be entitled to take back the Supplies already delivered; and (iii) Cancellation rights set forth under Clause 11.4 “Cancellation” hereof shall apply. 11.2 If the Seller invokes one of the suspension clause and/or reservation of ownership clause and/or resolutory clauses above: 11.2.1 the advance payments received shall be retained by the Seller as a lump sum indemnity; and 11.2.2 the Client shall bear sole liability for said cancellation and/or termination and/or suspension and/or claim; 11.2.3 All rights and remedies detailed under Article 11 “Default” hereof shall be without prejudice to (i) any damages and/or late payment interests claimable under the Contract; and (ii) any other rights, remedies or defense, whether oral, written, statutory, express or implied to the fullest extent permitted by law. 11.3 Suspension: If the Client (i) requests the Seller to suspend the execution of the Contract, and/or (ii) does not attend inspection upon Seller’s inspection Notification; and/or (iii) does not take delivery of the Supplies within the agreed deadline upon Notification of Supplies’ readiness for dispatch and/or delivery; and/or (iv) does not make the agreed payment(s); and/or (v) does not approve documentation or bonds promptly in due time: 11.3.1 the Seller shall keep the Supplies at Client’s costs and risks and extra-costs incurred by the Seller as a result of such suspension will be back charged to the Client; 11.3.2 the delivery period shall be extended by a period equal to at least the suspension period plus (i) any additional delays in the Supplies’ production due to loss of production slots and/or other factors; (ii) any other disorganization lost time - for related transportation or otherwise; be liable for any claims, damages and/or liquidated damages – if any, arising out of and/or in connection with any such delay; 11.3.3 the Seller shall not or short supply(ies), shall send a claim with its clear and detailed reservation within 48 (forty-eight) hours by extra-judicial act or by registered letter.11.3.4 the warranty period shall start from the original warranty period starting point and last as long as initially defined in the Contract;11.3.5 Supplies shall be deemed delivered as per the original delivery schedule, so that the Seller shall be entitled to invoice the Client for related Supplies from such deemed delivery date and the Client shall be obliged to pay for such Supplies within the delay stated accordingly in related invoice; 11.3.6 the Seller shall not be held responsible for any defects and/or deteriorations of the Supplies (such as rust or corrosion etc.) not due to the Seller’s fault and/or negligence and/or caused by natural wear and tear. 11.4 Cancellation: In case of Contract Cancellation by the Client, the following fees shall be charged by right, without prejudice to the Seller’s right to compensation in full for any expenses or losses incurred: 11.4.1 For Mill Supplies (except valves): (i) 10% (ten percent) of the Contract value if Cancellation occurs after Contract is concluded and before order placement of raw material by the mill; (ii) 40% (forty percent) of the Contract value if Cancellation occurs after order placement of raw material but before manufacturing by the mill; (iii) 100% (one hundred percent) of the Contract value if Cancellation occurs after manufacturing started. 11.4.2 For Mill Valves: (i) 30% (thirty percent) of the Contract’s value if Cancellation occurs after the beginning of engineering but before release for production and order placement of raw material by the mill; (ii) 60% (sixty percent) of the Contract’s value if Cancellation occurs after release of production and/or order placement of raw material by the mill but before the start of machining; (iii) 80% (eighty percent) of the Contract’s value if Cancellation occurs after the start of machining but before completion of machining and/or the start of Supplies’ assembly; (iv) 100% (one hundred percent) of the Contract’s value if Cancellation occurs after completion of machining and after the start of Supplies’ assembly. 11.4.3 For Stocked Supplies: (i) 0% (zero percent) of the Contract’s value if Cancellation occurs after the Contract’s conclusion date but before the issuance of the pick note (meaning the note issued at the date of computer's output of the stock authorizing the physical operation of material/item’s preparation, cleaning, blasting, coating, painting, marking, tagging, color coding, packing, etc… - the “Pick Note”); (ii) 50% (fifty percent) of the Contract’s value if Cancellation occurs after the issuance of the Pick Note but before the beginning of any physical operation of material/item’s preparation, cleaning, blasting, coating, painting, marking, tagging, color coding, packing, etc… (the “Physical Operations”); (iii) 100% (one hundred percent) of the Contract’s value, if Cancellation occurs after the effective beginning of any Physical Operations. 11.4.4 For Outsourced Stocked Supplies: 100% (one hundred percent) of the Contract’s value if Cancellation occurs 3 (three) working days after the Contract’s conclusion date. 11.5 In case of Contract Cancellation by the Client, no Supplies may be returned without prior written approval of the Seller.

12. Guarantees
12.1 Unless otherwise agreed by the Parties, the period of guarantee is of 12 (twelve) months running from the date of Delivery, as per the agreed Incoterm (or from the original scheduled delivery dates where delays are due to the Client). 12.2 The Client under penalty of forfeiture of guarantee is bound to advise the Seller immediately in writing of the defect discovered and at the latest within 10 (ten) days from the discovery of the defect(s)/hidden defect(s). 12.3 If before the expiry of the period of guarantee, the Client calls the guarantee for a defective Supply or Supply not-conforming with Specifications, verification shall be conducted in the presence of the Seller. Seller’s guarantee does not include any warranty of merchantability nor fitness for purpose. In the event the existence of a default is recognized by the Seller’s quality assurance department, the Seller takes responsibility, at the Seller’s own choice, for either the repair or making good the defective Supply, or its replacement under the same conditions/terms/Incoterms as the original Contract and shall bear related cost including the transportation expenses but excluding any other costs such as, airfreight, dismantling and reassembly of the Supply. The execution of this clause completely discharges the Seller’s liability. 12.4 Repaired and/or replaced Supplies shall be warranted for the balance of the original period of guarantee. 12.5 The guarantee does not apply to default resulting from: (i) normal wear and tear of the Supplies; and/or (ii) defects in materials provided by the Client and/or due to a design, specification(s), plan(s), drawing(s) provided or required by the Client; and/or (iii) deterioration(s) or accident(s); and/or (iv) lack of inspection or maintenance; and/or (v) storage; and/or (vi) incorrect transportation, manoeuvring, handling, installation and/or removal; and/or (vii) use of Supplies in unusual conditions; and/or (viii) use of Supplies not conforming to the Supplies’ characteristics and/or to the Specifications; and/or (ix) intervention, reconditioning, modifications and/or repairs by the Client and/or a third party that are not approved beforehand by the Seller in writing. Consumables and spare parts shall not be warranted. 12.6 Likewise, guarantee is excluding products not manufactured by the Supplier, mechanical wear and tear, thermal and chemical resulting from use conditions not conforming to the Supplies’ characteristics and the damages to the Supplies resulting from experimentation or test other than the usual checking carried out according to the rules of art before the Supplies are used. 12.7 Repairs of defective Supplies carried out by the Client without the prior agreement of the Seller incur the loss of its guarantee rights. Notwithstanding any agreement in principle – if any, no repairs’ costs incurred by the Client will be reimbursed by the Seller until a written agreement on the repair’s scope and amount has been reached. 12.8 In no case can defective or rejected Supplies be sent back to the Seller without the Seller’s prior agreement. 12.9 In case an alleged default of Supplies would reveal to be non-existent and/or not attributable to the Seller, the Client commits to refund, at the Seller’s demand, any costs borne by the Seller in the framework of the guarantee called by mistake (costs of transport and inspection, expertise if any, etc …). 12.10 The guarantee hereof applies to Supplies that have been paid in full. 12.11 The provisions of Article 12 “Guarantees” hereof represent the only warranty of the Seller and no other conditions and/or warranties statutory or otherwise shall be implied. Any further claim, rights or remedies the Client may have, especially all claims for consequential damages or losses are excluded.


13. Liability
13.1 Seller liability is restricted to the replacement and/or repair of faulty Supplies under the same conditions as the original Contract and provided the Supplies failure has been accepted by its quality assurance department. Any further rights or remedies the Client may have, especially all claims for any immaterial, indirect, incidental and/or consequential damages or losses are excluded. 13.2 The Client hereby expressly waives any claim against the Seller’s for indirect and/or consequential damages or losses (operating losses, loss of profit, loss of production, loss of business, loss of revenue, loss of use, loss of interest, etc.) and any damages to or destruction of property that the Client may suffer or which may be suffered by third parties in the framework of the Contract’s execution by the Seller. 13.3 The Seller’s maximum aggregate liability to indemnify and/or compensate the Client under the Contract for all claims of any kind whether based on contract, warranty, tort (including negligence), strict liability or otherwise, for all losses or damages arising out of, connected with or resulting from the Contract, its performance or breach shall not exceed an amount equal to 100% (one hundred percent) of the total Contract price exclusive of tax.


14. Export Control/Compliance
14.1 The Client represents, warrants and agrees, for itself along with any affiliates and/or any individual/corporation acting on behalf of the Client, that the Supplies will not to be used, exported, re-exported, sold, transferred, diverted, made available or otherwise disposed to any countries or individuals/corporations that are subject to comprehensive trade or economic sanctions or embargoes (as may be amended from time to time) under US, EU or any other applicable export control law and regulation. 14.2 The Client agrees to specify the ultimate destination of Supplies, identity of end-user along with the intended use of Supplies, upon the Seller’s request. 14.3 The Parties undertakes to comply with all applicable anti-bribery and/or corruption laws, in particular prohibiting the payment of any form of bribe, including without limitation, the Foreign Corrupt Practices Act (the “FCPA”) of the United States, the Bribery Act 2010 of the United Kingdom (“the UK Bribery Act”) and the applicable anti-bribery laws of all countries in which the Parties operate.14.4 The Seller is responsible for the processing of Client’s personal data/information carried out in the context of the Contract and undertakes, in this respect, to comply with the applicable legislations and regulations in this domain, including in particular the General Data Protection Regulation 2016/679. 14.5 The Client’s failure to abide by this Article 14 “Export Control/ Compliance” hereof shall be deemed a material breach and the Seller shall be entitled to cancel or terminate the Contract in such case without liability to the Client.

15. Change of Law
If a change in any law and/or regulations (including repealing of an existing law or introduction of new law/regulation or amendment or change in interpretation by any court of law or other governing body) occurs subsequently to the effective date of the Contract and causes an unavoidable increase in the cost of supplying the Goods or has any other impact on the supply of Goods, Seller shall be entitled to (i) claim an increase in the Contract price or part of the Contract price based on the extra costs incurred and/or (ii) adjust the applicable specifications and/or delivery time of the Goods accordingly.

16. Force Majeure/Hardship:
16.1 If Seller has been temporarily rendered unable, wholly or in part, by Force Majeure/ Hardship to comply with its obligations under this Contract and if well founded notice and/or extension notice of such Force Majeure/ Hardship has been given to the Client in writing within a reasonable time after the occurrence of the cause relied on and/or its extension, then such obligations of the Seller, directly or indirectly through its suppliers or otherwise, shall be suspended so long as this inability/hardship shall continue by reason of such Force Majeure/ Exceptional Circumstances. The Seller claiming Force Majeure/ Hardship shall also give written notice to the Client of the end of such event (the “Settlement”) thereof within a reasonable time after such Settlement.16.2 Seller shall not be liable for delays, consequential damages, loss of profit or otherwise caused by Force Majeure/ Hardship provided notice and/or extension notice thereof has been given as required above.16.3 The term "Force Majeure" as employed herein shall mean strikes (excluding internal strikes occurring among the employees of Seller ) or other industrial disturbances of general nature, acts of terrorism, wars, blockades, insurrections, riots, epidemics or pandemics such as the Covid-19 and/or any equivalent sanitary crisis, landslides, earthquakes, lightning, Civil war or disturbances, explosions and any other cause similar to the kind herein enumerated or equivalent forces, not within the control of the Seller whether unforeseeable circumstances, or already existing exceptional circumstances, and which by exercise of due diligence the Seller shall not be able to overcome. 16.4 The terms “Hardship” and/or “Exceptional Circumstances” as employed herein shall mean public exceptional circumstances whether unforeseeable or already existing circumstances, such as without limitation changes in economic or market conditions, epidemic and/or pandemic sanitary crisis such as the Covid-19 pandemic and any equivalent exceptional event, and which have resulted in making the execution of the contracted obligation, if not impossible, burdensome to the Seller in such a manner as to threatening him with heavy loss and/or compromising other aspects of the Contract’s execution such as delivery schedule, supplies of raw material, operations, technical and/or logistical aspects, etc…16.5 Any extension to the contractual delivery dates shall be limited to only such period, as the Force Majeure/Hardship event persisted and had actually affected the performance of the Seller plus a reasonable time for the resumption of the work. The documentation by the Seller on the time of Force Majeure/Hardship and on the reasonable time for the resumption of the work shall be conclusive evidence. Any potential adjustment to the contract price, if any, on account of any such Force Majeure and/or Hardship event shall be mutually agreed upon by the Parties. 16.6 If at any time during the Hardship event, Seller considers that there has been a substantial change in business, monetary, technical, logistical or commercial conditions as a result of which the Seller suffers material hardship in complying with the Contract, the Seller may notify the other in writing that it wishes to meet and review the conditions of the Contract in light of such changed economic or market conditions. The Parties shall meet to discuss in good faith appropriate means, if any, to alleviate or mitigate the effects of such Hardship event in a manner equitable to both Parties, such as without limitation, granting an extension of time, agreeing on the allocation of extra costs, or any other remedies and modify the Contract accordingly. If, within thirty (30) days after giving of aforesaid notice, the Parties are unable to agree upon modification to the Contract, either Party may refer the dispute to the relevant jurisdiction in accordance with the provisions of the Contract’s jurisdiction clause. 16.7 In case the event of Force Majeure/Hardship continues for a period of more than one month and should at any time thereafter, the Parties agree that the execution of the Contract has become impossible due to the Force Majeure/Hardship event; the Parties may decide to terminate the Contract, and as such, mutually agree upon its termination conditions, such as indemnification which may be granted to the Seller on the basis of the work performed and/or expenses and costs incurred at termination time, but in no case for loss of profit on the residual work


17. Applicable Laws / Disputes / Jurisdiction
17.1 All Contracts concluded by the Seller shall be governed by the law of the Seller’s registered office or branch as the case may be excluding, however, any effect on such law of the 1980 Vienna Convention on Contracts for the International Sale of Goods to the fullest extent permitted by law. Any disputes arising between the Parties shall be subject to the exclusive jurisdiction of the competent courts in whose area the Seller’s registered office or branch is located as the case may be. 17.2 In so far as this GTCS are also available in a language other than English, the English version shall prevail at all times in the event of any discrepancy.


18. Sub-Contracting and Assignment
18.1
The Seller reserves the right to sub-contract all or part of the sale of Supplies and/or supply of services that are the object of the Contract and shall be entitled to assign the Contract or part thereof to any affiliated companies within its group and/or to any other third party. 18.2 The Client shall not be entitled to assign the Contract or any part thereof without the Seller’s prior written consent.

19. Miscellaneous
19.1 Seller’s Exclusive Remedy: All rights or warranty/guarantee set out in the Contract shall be the sole and exclusive remedies of the Client and are in place of and exclude any and all other liabilities and warranties (including warranties of merchantability and fitness for purpose), rights, remedies and conditions, whether oral, written, statutory, express or implied to the fullest extent permitted by law.

19.2 Confidentiality: The Client shall keep confidential any proprietary or confidential information disclosed by the Seller in connection with the Contract.
19.3 Intellectual Property Rights: The Contract does not grant any right or licence, and any intellectual property rights relating to the Supplies, or discovered by the Seller arising from or incidental to, the performance of the Contract shall remain the exclusive property of the Seller.
19.4 Severability: The invalidity, nullity or unenforceability of any provision of the Contract or part(s) thereof shall not affect the validity or enforceability or the remainder of such provision or any other provision of the Contract.