Terms & conditions of Sales. Products & Services

20 February 2018

Products

Scope

These General Conditions of Sale constitute, in accordance with Article L 441-6 of the French Commercial Code, the sole basis of the commercial negotiation between the parties. They are intended to define the conditions under which SATYS and its subsidiaries ("The Provider") provide their Products to professional clients ("Clients or Customers") who request them. They apply, without limitation or reservation, to all Products rendered by the Product Provider to customers of the same category, regardless of the clauses that may appear on the client's documents, and in particular its general conditions of purchase. In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Customer who requests them. Any order for Products implies acceptance by the Customer of these General Conditions of Sale.

The information contained in the Provider's catalogs, prospectuses and prices are given for information only and may be revised at any time.

Orders

The sales of Products are perfect only after the establishment of a quotation (valid for 3 months from the date of issuance), signed by the customer, with the express and written acceptance of the Customer's order by the Provider; evidenced by an acknowledgment of receipt emanating from the Provider. Shipping and transportation shall be at the own risks of the Client even in case of free delivery.

Prices

Products are provided at the prices of the Product Provider in effect on the day of the order. Prices are excluding tax. An invoice shall be drawn up by the Provider and delivered to the Client at each supply of Products. The conditions for determining the cost of Products for which the price cannot be known in advance or accurately indicated, as well as the method of calculating this price, will be communicated to the Client, at the request of the Client in accordance with the provisions of Article L 441-6, II of the French Commercial Code. The Customer may benefit from price reductions, discounts and rebates, depending on the number and frequency of the Products ordered, or the regularity of its Products orders.

Unless otherwise agreed in the Agreement: for the first order, payment shall be attached to the order; next orders shall be paid 45 days end of the month following the date of issuance of invoice. Before carrying out Products, or at any time thereafter, the Provider may require a bank guarantee, a deposit, an advance payment, or some other security acceptable to him, for all payments due by Customer to the Provider in consideration of such Products.

For all amounts due by Customer, the Provider will have a lien (including but not limited to a retention right) on all Products and on all prepayments made by Customer.

Conditions of rules

In the event of total or partial non-payment of the Products, the client shall pay the claimant a late penalty equal to three times the legal interest rate. The rate of legal interest retained is the one in force on the day of delivery of the goods. This penalty is calculated on the amount remaining due, and runs from the due date of the prize without any prior notice being required. In addition to the late payment, any sum, including the
deposit, not paid on its due date will automatically produce the payment of a lump sum indemnity of 40 euros due as collection costs. Unless prior written agreement of the Provider, no compensation may be validly made by the Customer between possible penalties for delay in the provision of the Products ordered or Non-compliance with the order, on the one hand, and sums due by the Client to the Product Provider in respect of the purchase of said Products, on the other hand.

Provision of products

The Products requested by the Customer will be provided within the deadline set in the contract. This period is not a strict deadline and the Product Provider shall not be held liable towards the Client for delays in the provision of Products not exceeding 3 days. T he Provider will never be liable in the event of delay or suspension of the supply of the Product attributable to the Customer behavior, or in case of force majeure.

The Products will be provided at the location agreed. In the absence of any reservations or claims expressly issued by the Client upon receipt of the Products, they will be deemed to be in conformity with the order, in
quantity and quality. The Product Provider shall reimburse or rectify as soon as reasonably practicable and at its own expense, the Products whose lack of conformity has been duly proved by the Customer before receipt.

In the event of an additional request from the Customer concerning the Products, duly accepted in writing by the Product Provider, the related costs will be subject to a specific additional invoice.

Obligations of the parties

The obligations of the Provider constitute an obligation of means at the end of which the Products will be create in strict accordance with the professional rules and in accordance with the terms of the contract. In order to do this, the Provider shall assign to the execution of the Products the professionals with the skills required to ensure their realization in accordance with its quality standards.

Liability and warranty

The Provider warrants, in accordance with legal provisions, the Client against any lack of conformity of the Products and any hidden defect arising from a defect in the design or supply of said Products to the exclusion of any negligence or fault of the Client. The liability of the Provider may only be incurred in the event of gross negligence and is limited to direct damage to the exclusion of any indirect damage of any kind whatsoever. To assert his rights, the Customer must, under penalty of forfeiture of any action relating thereto, notify the Provider in writing of the existence of defects within a maximum of 10 days from their discovery. The Provider shall rectify, at its exclusive expense, in the appropriate manner the Products deemed to be defective. In the event that the Provider's liability is withheld, the Provider's guarantee would be limited to the amount paid by the Client for the provision of the Products; regardless to the number of actions, grounds or parties to litigation. This stipulation shall not apply to liability for death or personal injury or to any other liability which the law prohibits to exclude or limit.

Furthermore, the Provider cannot be held liable in the following cases:

as a result of a failure or lack of a product or Product for which it is not responsible for supply or delivery, or for any sub Providers,
for facts and / or data which do not fall within the scope of the Products and / or which are not the extension thereof,
in the event of the use of the results of the Products for an object or in a context different from that in which it occurred, misapplication of the recommendations or failure to take into account the reservations of the Product Provider.

PI and confidentiality

The Provider retains ownership of all intellectual property rights relating to the studies, designs, models, prototypes, etc. carried out (even at the request of the Customer) for the realization of Products to the Client. The Client is therefore prohibited any reproduction or exploitation of said studies, drawings, models and prototypes, etc., without the express prior written authorization of the Provider who can condition it to a financial counterpart.

Each party undertakes not to disclose confidential information received from the other party. Confidential information shall mean information of any kind, visual or oral, on any medium whatsoever, relating to the structure, organization, business, internal policies, projects and personnel of each of the parties. Subject to the exceptions mentioned below, this privacy requirement will take effect for a period of 5 years following the end of the Products. The contents of the Products, as well as the reports, letters, information, notes and specifications provided by the Provider during the execution of the Products are also confidential. These documents are communicated to the Client for a strictly internal use and on the condition not to disclose them to third parties or to annex them to a document that he would have to produce.

If the Client wishes to disclose all or part of these documents to / or used by a third party, he must obtain the prior authorization in writing from the Provider. Modalities applicable to this disclosure will then be established.

The obligations set out above do not apply to:

Confidential information that is in the public domain, or acquired prior to the commencement of the Product,
are or become known otherwise than as a result of a violation of this Article,
are or become known through other sources not subject to a disclosure restriction,
or must be disclosed pursuant to a legal obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information.

Subject to its obligations regarding confidentiality, the Provider reserves the right to perform Products for companies competing with the Customer.

Customer acknowledges and agrees to:

the parties may, unless expressly requested by the other party, correspond or transfer documents by electronic mail circulating on the Internet;
none of the parties exercises control over the capacity, reliability, access or security of these e-mails,
the Provider shall not be held liable for any loss, damage, expense or prejudice caused by the loss, delay,interception, misappropriation or alteration of any electronic mail caused by any fact.

Disputes

Any dispute, controversy or claim arising out of or in connection with this contract and any subsequent modification of this contract, including but not limited to its formation, validity, mandatory effects, interpretation, performance, violation or its resolution, as well as any extra contractual claim, will be submitted, for final settlement, to arbitration in accordance with French Law. The arbitral tribunal shall consist of three arbitrators appointed by the unanimity of the parties. The place of the arbitration will be Toulouse. The language of the arbitration procedure shall be English.

Language and law of the contract

By express agreement between the parties, these General Conditions of Sale and the resulting purchase and sale transactions are governed by French law. They are written in English. In case they are translated into one
or several languages, only the English text would prevail in case of dispute.

No waiver

The failure of either party to assert the breach by the other of any provision of this Agreement shall not constitute a waiver.

Acceptance of the client

These General Conditions of Sale are expressly approved and accepted by the Client, who declares and acknowledges to have a perfect knowledge thereof, and therefore renounces to avail himself of any contradictory document and, in particular, his own general conditions of purchase, which shall be unenforceable to the Provider, even if he is aware of it. Consequently, the Client acknowledges his acceptation of the content of the present General Conditions does not involve the handwritten signature of this document.

Services

Scope

These General Conditions of Sale constitute, in accordance with Article L 441-6 of the French Commercial Code, the sole basis of the commercial negotiation between the parties. They are intended to define the conditions under which SATYS and its subsidiaries ("The Provider") provide their services to professional clients ("Clients or Customers") who request them. They apply, without limitation or reservation, to all Services rendered by the Service Provider to customers of the same category, regardless of the clauses that may appear on the client's documents, and in particular its general conditions of purchase. In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Customer who requests them. Any order for Services implies acceptance by the Customer of these General Conditions of Sale. The information contained in the Provider's catalogs, prospectuses and prices are given for information only and may be revised at any time.

Orders

The sales of Services are perfect only after the establishment of a quotation (valid for 3 months from the date of issuance), signed by the customer, with the express and written acceptance of the Customer's order by the Provider; evidenced by an acknowledgment of receipt emanating from the Provider. Shipping, docking and transportation shall be at the own risks of the Client even in case of free delivery. In the event the customer cancels the agreed services slot, the Provider will endeavor to source an alternative service from another customer. In the event of the Provider being unable to do so, the Provider reserve the right to apply cancellation charges as follows:

Cancellation within 21 days of the agreed input date: 30% of order value
Cancellation within 14 days of the agreed input date: 50% of order value
Cancellation within 7 days of the agreed input date: 75% of order value

Slots are offered to the customer subject to prior sales and/or commitments. If, during the discussions, Customer wishes to secure the availability of a slot for an agreed time period, it shall pay a down payment equal to 30% (thirty percent) of the amount agreed for the Statement of Work.

Prices

Services are provided at the prices of the Service Provider in effect on the day of the order. Prices are excluding tax. An invoice shall be drawn up by the Provider and delivered to the Client at each supply of Services. The conditions for determining the cost of services for which the price cannot be known in advance or accurately indicated, as well as the method of calculating this price, will be communicated to the Client, at the request of the Client in accordance with the provisions of Article L 441-6, II of the French Commercial Code. The Customer may benefit from price reductions, discounts and rebates, depending on the number and frequency of the Services ordered, or the regularity of its Services orders.

Unless otherwise agreed in the Agreement: for the first order, payment shall be attached to the order; next orders shall be paid 45 days end of the month following the date of issuance of invoice. Before carrying out Services, or at any time thereafter, the Provider may require a bank guarantee, a deposit, an advance payment, or some other security acceptable to him, for all payments due by Customer to the Provider in consideration of such Services.

For all amounts due by Customer, the Provider will have a lien (including but not limited to a retention right) on all items which are object of Services and on all prepayments made by Customer.

Conditions of rules

In the event of total or partial non-payment of the services performed on the day of receipt, the client shall pay the claimant a late penalty equal to three times the legal interest rate. The rate of legal interest retained is the one in force on the day of delivery of the goods. This penalty is calculated on the amount remaining due, and runs from the due date of the prize without any prior notice being required. In addition to the late payment, any sum, including the deposit, not paid on its due date will automatically produce the payment of a lump sum indemnity of 40 euros due as collection costs. Unless prior written agreement of the Provider, no compensation may be validly made by the Customer between possible penalties for delay in the provision of the Services ordered or Non-compliance with the order, on the one hand, and sums due by the Client to the Service Provider in respect of the purchase of said Services, on the other hand.

Provision of services

The Services requested by the Customer will be provided within the deadline set in the contract. This period is not a strict deadline and the Service Provider shall not be held liable towards the Client for delays in the provision of services not exceeding 3 days. The Provider will never be liable in the event of delay or suspension of the supply of the service attributable to the Customer behavior, or in case of force majeure. The Services will be provided at the location agreed. In the absence of any reservations or claims expressly issued by the Client upon receipt of the Services, they will be deemed to be in conformity with the order, in quantity and quality. The Service Provider shall reimburse or rectify as soon as reasonably practicable and at its own expense, the Services whose lack of conformity has been duly proved by the Customer before or during receipt. In the event of an additional request from the Customer concerning the Services, duly accepted in writing by the Service Provider, the related costs will be subject to a specific additional invoice.

Obligations of the parties

The obligations of the Provider constitute an obligation of means at the end of which the Services will be performed in strict accordance with the professional rules and in accordance with the terms of the contract. In order to do this, the Provider shall assign to the execution of the Services the professionals with the skills required to ensure their realization in accordance with its quality standards. By virtue of the hierarchical and disciplinary authority which he exercises exclusively over his staff, the latter will remain under his effective control during the full execution of the Services. In the event of intervention on the Client's premises, the Provider undertakes to comply with the hygiene and safety obligations to which the Client will communicate the content. His staff will be granted with the same protection granted to the employees of the Client. The Provider guarantees the regularity of the situation of his staff in accordance with the French Labor Code.

During the term of the Services and for a period of one year after its completion, the Customer agrees not to solicit or attempt to debauch (or assist any other person to solicit or attempt to do so) any of the Provider's employees with whom he shall have had contacts in connection with the performance of the Services. In the event of a breach, the Client shall be liable to the Provider, as a penalty clause, for an indemnity equal to one year of the last salary of the person thus debauched.

In order to facilitate the proper execution of the Services, the Customer undertakes:

to provide the Provider with complete, accurate and timely information and documents,
to take decisions on time and to obtain the necessary hierarchical approvals,
to appoint a correspondent with decision-making power,
to ensure that the key contact persons and the correspondent are available throughout the performance of the Services,
notify the Provider directly of any difficulties relating to the performance of the Services.

Liability and warranty

The Provider warrants, in accordance with legal provisions, the Client against any lack of conformity of the Services and any hidden defect arising from a defect in the design or supply of said Services to the exclusion of any negligence or fault of the Client. The liability of the Provider is limited to direct damages to the exclusion of any indirect damages of any kind whatsoever. To assert his rights, the Customer must, under penalty of forfeiture of any action relating thereto, notify the Provider in writing of the existence of defects within a maximum of 10 days from their discovery. The Provider shall rectify, at its exclusive expense, in the appropriate manner the Services deemed to be defective. In the event that the Provider's liability is withheld, the Provider's guarantee would be limited to the amount paid by the Client for the provision of the Services; regardless to the number of actions, grounds or parties to litigation. This stipulation shall not apply to liability for death or personal injury or to any other liability which the law prohibits to exclude or limit.

Furthermore, the Provider cannot be held liable in the following cases:

as a result of a failure or lack of a product or service for which it is not responsible for supply or delivery, or for any sub Providers,
for facts and/or data which do not fall within the scope of the Services and / or which are not the extension thereof,
in the event of the use of the results of the Services for an object or in a context different from that in which it occurred, misapplication of the recommendations or failure to take into account the reservations of the Service Provider.

PI and confidentiality

The Provider retains ownership of all intellectual property rights relating to the studies, designs, models, prototypes, etc. carried out (even at the request of the Customer) for the provision of services to the Client. The Client is therefore prohibited any reproduction or exploitation of said studies, drawings, models and prototypes, etc., without the express prior written authorization of the Provider who can condition it to a financial counterpart.

Confidential information shall mean information of any kind, visual or oral, on any medium whatsoever, relating to the structure, organization, business, internal policies, projects and personnel of each of the parties. Subject to the exceptions mentioned below, this privacy requirement will take effect for a period of 5 years following the end of the Services. The contents of the Services, as well as the reports, letters, information, notes and specifications provided by the Provider during the execution of the services are also confidential. These documents are communicated to the Client for a strictly internal use and on the condition not to disclose them to third parties or to annex them to a document that he would have to produce.

The obligations set out above do not apply to:

Confidential information that are in the public domain, or acquired prior to the commencement of the Service,

are or become known otherwise than as a result of a violation of this Article,
are or become known through other sources not subject to a disclosure restriction,
or must be disclosed pursuant to a legal obligation or at the request of any judicial or regulatory authority empowered to require the disclosure of confidential information.

Customer acknowledges and agrees to:

the parties may, unless expressly requested by the other party, correspond or transfer documents by electronic mail circulating on the Internet;
none of the parties exercises control over the capacity, reliability, access or security of these e-mails,
the Provider shall not be held liable for any loss, damage, expense or prejudice caused by the loss, delay, interception, misappropriation or alteration of any electronic mail caused by any fact.

Disputes

Any dispute, controversy or claim arising out of or in connection with this contract and any subsequent modification of this contract, including but not limited to its formation, validity, mandatory effects, interpretation, performance, violation or its resolution, as well as any extra contractual claim, will be submitted, for final settlement, to arbitration in accordance with French Law. The place of the arbitration will be Toulouse.The language of the arbitration procedure shall be English.

Language and law of the contract

By express agreement between the parties, these General Conditions of Sale and the resulting purchase and sale transactions are governed by French law. They are written in English. In case they are translated into one or several languages, only the English text would prevail in case of dispute.

No waiver

The fact that either party does not at any time require the other party to perform any of its obligations under this Agreement shall in no way affect the right of that party to require its execution at any time thereafter.The failure of either party to assert the breach by the other of any provision of this Agreement shall not constitute a waiver.