MUSTHANE

TERMS OF PURCHASE

GENERAL TERMS AND CONDITIONS OF PURCHASE*

1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF PURCHASE – OPPOSABILITY

Unless otherwise agreed in writing with the Seller, these general terms and conditions of purchase are intended to define general provisions applicable to all orders for materials, equipment, products or services of any kind (hereinafter referred to as the “Products” or “Services”) issued by the Buyer for products delivered/manufactured or Services provided by the Seller. Notwithstanding any stipulation to the contrary in its general terms and conditions of sale, the Seller acknowledges that its acceptance of the order entails the express waiver by the Seller of all its terms and conditions of sale and the express acceptance of these conditions.

2. ORDERS The order is deemed accepted and contractual upon receipt by the Buyer of the acknowledgement of receipt, a written document, an electronic message from the Seller which must reach it within three (3) calendar days following the date of the order. The Buyer shall be entitled to terminate the order, without any penalty, if the acknowledgement of receipt, the written form, the electronic message from the Seller has not reached him within this period of three (3) days. As long as the Seller has not confirmed the order, the Buyer shall be entitled to modify it. The Buyer must then be informed as soon as possible of any change in price or schedule resulting from the requested modifications. The order accepted by the Seller constitutes a firm and definitive commitment on his part and implies his adherence to these general conditions of purchase and special conditions unless they have been the subject of written reservations formally accepted by the Buyer. Any stipulation in the acknowledgement of receipt of the order modifying, amending or contradicting one of the provisions of these General Conditions of Purchase shall be considered unwritten. An order bearing the mention “price to be indicated” shall only be valid from the moment the Buyer has accepted in writing said price to be indicated. Similarly, confirmation by the supplier of an order but at a price different from that mentioned by the Buyer in his order does not constitute a firm and definitive order since it does not imply agreement on the price.

  1. PRICE, INVOICING AND PAYMENT

3.1. PRICE Unless otherwise agreed, the price of the order is always stipulated as firm and final and includes packaging costs as well as any other cost, risk or charge related to the execution of the order. The price is always stipulated as firm and cannot be subject to any revision, indexation or adjustment based on currency fluctuations. Orders do not give rise to any systematic payment of advances (or deposits or down payments), unless expressly stipulated in the order and the special conditions. No additional costs, of any nature whatsoever, will be authorized, except with the prior written agreement of the Buyer specifically indicated on the order form.

3.2. INVOICING The Seller must invoice the Buyer in accordance with the invoicing schedule defined in the order. The invoices, which will be sent to the company MUSTHANE, are sent in duplicate to the name and billing address specified on the order and must include all the legal and mandatory information and those provided for in Article L. 441-9 of the French Commercial Code. They must also include the order number as well as the mode of transport; the destination of the goods; the quantities and description of the goods supplied, the date and reference of the delivery note and the detailed prices. Finally, the invoices must be accompanied by any necessary reference document. Unless otherwise stipulated in the order, the Seller will issue one invoice per purchase order and unless a different billing address is specified, the invoices will be sent to the head office. Invoices that do not comply with the stipulations mentioned above must be considered by the Buyer as invalid and will be returned to the Seller.

3.3. PAYMENT Unless otherwise stipulated in the order, invoices will be payable 45 days end of month from the date of issue of the invoice. Payments are made exclusively by bank transfer to the accounts specified on the invoice.

3.4. RETENTION OF SECURITY A retention, the percentage of which is set in the Order, may be made as a guarantee by the Buyer on the amount of the invoices. The amounts retained are paid to the Seller at the end of the Warranty Period provided that the equipment is still in operation. 3.5. COMPENSATION If there are receivables and debts between the Buyer and the Seller, whatever their origins, the Buyer reserves the exclusive right to offset its debts with its own receivables on those of the Seller or to avail itself of the right of retention or the exception of non-performance, as if all the receivables and debts arose from a single contractual commitment.

4. PACKAGING AND DELIVERY

4.1. PACKAGING Unless specific packaging is required by the Buyer in the order, the Seller shall deliver the Products in appropriate packaging, taking into account the nature of the Products and the precautions to be taken to protect the Products against bad weather, corrosion, loading accidents, transport and storage constraints, vibrations or shocks, etc. In all cases, the Products shall be sealed, packaged, marked, and, in general, prepared for shipment. Packaging and delivery shall also be: 1. Compliant with commercial practices; 2. Acceptable by carriers for shipping at the lowest cost; 3. Suitable to ensure that the Products arrive in good condition at their destination. The Seller shall mark all packages and containers with any necessary lifting, handling and transport instructions, clearly identifying and marking items requiring special care, storage and/or transport conditions, and indicating the precautions to be taken. The Seller shall label each package and container with the transport information, order numbers, date of shipment, and the respective names and addresses of the shipper and consignee. The Seller shall notify the Buyer of any defects or faults encountered during manufacture. The Seller shall be considered solely responsible for any damage to the Products, or any additional expense, caused by incorrect or inadequate packaging, marking or labeling, even during transport or upon receipt of the products unless the damage or expense is the result of special packaging, marking or labeling instructions provided in writing by the Buyer.

4.2. DELIVERY The date set for delivery, which is indicated on the purchase orders, is mandatory. It cannot be changed without the written agreement of the Seller and the Buyer. In the absence of any mention in the purchase order, the products ordered are deemed to reach the Buyer within 15 days from the date of placing the order. When delivering the Products, the Seller must send the Buyer, at the time of shipment, a delivery note in two copies, indicating: 1. the date and full reference of the purchase order; 2. the full address of the respective warehouses of the sender and the consignee; 3. a detailed description of the Products; 4. the total number of packages in the shipment; 5. the identification of the gross and net weights of each package; 6. the means of transport; 7. the date of shipment. The method of delivery and the respective obligations of the Parties shall be indicated in the order, subject to Incoterms 2010 (ICC). Unless otherwise indicated, the transport of the Products shall be at the risk and expense of the Seller. In all cases, the Seller shall provide suitable insurance covering the Products until their arrival at the Buyer’s premises or any other destination agreed by it.

4.3. DELIVERY DELAYS Since the date set for delivery is imperative, any event likely to have an influence on the order shall be immediately brought to the attention of the Buyer. The Seller must notify the Buyer of this event immediately in writing, as well as its probable duration and its consequences on the delivery times without however being able to claim an extension of the delivery time as a result. In all circumstances, the Seller shall make every possible effort to minimize delays in deliveries as well as the consequences of these delays. Early deliveries are not permitted, except with the prior written agreement of the Buyer. Any order that is delivered before the “earliest” delivery date may result in the goods being returned at the supplier’s expense. Similarly, any order that is not delivered within the “latest” deadline may be cancelled by the Buyer, who will return the goods, if they wish, at the supplier’s expense. However, in the event of a postponement of the delivery deadline accepted by the Buyer, the Seller undertakes to pay the Buyer compensation equal to 1% per day of delay, calculated on the amount of the goods not delivered (purchase price excluding VAT). These sums are due without the need for formal notice and will be paid in the form of a credit note.

4.4. LATE DELIVERY PENALTIES Any delay in the delivery of the products ordered by the Buyer will result in the payment of penalties. The amount of late penalties is calculated on the basis of the value of the delayed order and is 1% per day of delay during the first three weeks, beyond which it will be 2% per day. The penalties required will not exceed 25% of the value of the order. Penalties are due without the need for formal notice and will be paid in the form of a credit note or a request for reimbursement at the discretion of the buyer.

4.5. CANCELLATION The Buyer shall have the right to cancel the order, without prejudice to the Buyer’s rights to claim compensation for damages, losses or losses suffered as a result of the delay, if: 1. the scheduled delivery occurred too late in relation to its needs; 2. any delay has not been notified to it in writing in advance; 3. In the event of force majeure as stated in Article 15 below. In the event of such termination, the Seller shall not be entitled to any compensation or indemnity. In addition, and unless otherwise stipulated by the Parties, the Buyer reserves the right to terminate all or part of the order at any time by registered letter with acknowledgement of receipt, without prior justification. Upon receipt of the termination of the order, the Seller shall stop all work undertaken in relation to this order, not issue any other order, not make any commitment regarding supplies or services to carry out the work, and make every effort to minimize the costs and losses arising from the termination. In the event of termination in the absence of fault on the part of the Seller, the Seller may claim compensation, the amount of which shall be fixed by mutual agreement of the Parties, taking into account the date of termination, the work completed and the costs and expenses already incurred by the Seller in respect of the terminated order as well as the possibilities of selling the Products to other customers. In any event, the parties accept that the Seller may only claim compensation resulting from the work carried out and the costs incurred, excluding loss of earnings and any indirect damages.

4.6 RECEPTION The Buyer will accept the products at the place of delivery indicated in the order for the purpose of verifying the quality and quantity of the conformity of the supplies to the order. The Buyer will have the right to refuse products that do not comply with the order and will notify the Seller of this refusal by registered letter, fax or electronic message confirmed by registered letter. The Seller must take back at its own expense the Products delivered and refused within ten (10) working days from the date of receipt of the notification of refusal. After ten (10) days, the Buyer will return the Products to the Seller at the latter’s expense. The non-refusal of the Products may not be invoked to limit the guarantees defined in Article 10.

5. INSPECTION The Seller acknowledges that during the execution of the order, the Buyer may access the Seller’s premises in order to monitor the manufacturing processes or give special instructions, and to check and/or test the Products ordered, using the testing and control means of the Seller’s factory. This inspection will not have the effect of limiting the Seller’s responsibilities towards the Buyer.

6. MODIFICATIONS AND SUBSTITUTIONS The Seller is not authorized to make or propose any modification or substitution of supply or delivery of non-compliant Products without the prior written agreement of the Buyer. Any possible modification of composition or manufacturing process must be the subject of prior written agreement of the Buyer. The Buyer will have the right to modify the order, without this modification being able in any way to vitiate or invalidate the order. The Seller shall then promptly inform the Buyer of any change in price or schedule resulting from the modifications requested by the Buyer and said modifications shall be agreed in writing by the Parties in an amendment to the order or in a new order signed by both Parties

7. SURPLUSES The Buyer agrees to pay only for the quantities ordered, subject to the provisions of Article 6. Any surplus shall be held at the risk and expense of the Seller for a period not exceeding ten (10) days from the date of delivery. If at the end of this period, the Seller has not taken back the Products or sent instructions for shipping at its expense, the Buyer shall return the Products exceeding the quantities ordered to the Seller at the latter’s risk and expense. The Seller accepts that the Buyer may decide, at its sole discretion, to purchase all or part of the surplus according to the conditions stipulated on the purchase order and these General Conditions of Purchase.

8. TRANSFER OF RISKS AND OWNERSHIP Unless otherwise stipulated by the Parties, the transfer of ownership will be effective upon delivery of the Products to the Buyer’s premises or to any other place decided by the Parties. Any retention of title clause by the Seller will be considered unwritten. The transfer of risks will be made according to the Incoterm 2000 applicable to the order. If no Incoterm 2010 (ICC) is applicable, or in the absence of any indication, the transfer of risks will be made upon receipt of the products by the Buyer at the Buyer’s registered office. The goods owned by the Buyer sent by the Buyer to the Seller for subcontracting operations remain the full property of the Buyer for the duration of the operations. However, the Seller is responsible for these goods. If the goods should be damaged, lost, etc., the value of the latter will either be invoiced to the Seller or deducted from the amount to be paid to the Seller.

  1. CONFIDENTIALITY The Seller agrees and acknowledges that all rights relating to the information disclosed and communicated by the Buyer in connection with the order are reserved to it as the full and sole property of the Buyer. Any diagram, plan, data, equipment, or any other material and/or information provided by the Buyer, or provided by the Seller but paid for by the Buyer as part of the price of the Products, will be considered confidential information belonging exclusively to the Buyer. The Seller agrees to treat as strictly confidential any material and/or information belonging to the Buyer disclosed for the purposes hereof and to prevent any communication or disclosure of the material or information to a third party without the prior written consent of the Buyer. No written or oral communication or publication concerning the order or its contents may be made without the prior written consent of the Buyer. The Seller undertakes not to disclose them to third parties, in any form whatsoever, and not to use them in any way for any purpose other than the execution of the order and to make this information accessible only to those persons who need to know them for the proper execution of the contract. The Seller acknowledges that the written data are and will remain the property of the Buyer and that such written data may not be copied or reproduced without the express prior written permission of the Buyer. The originals and all copies of such written data must be returned within twenty (20) days following any request from the Buyer The Seller undertakes to take all necessary care with the Buyer’s information and at least that applied to its own information of equivalent importance, so as to avoid publication, unauthorized disclosure of the information, or use thereof other than for which the order was placed by the Buyer. The Seller undertakes to ensure that this confidentiality clause is respected by its employees, parent company, subsidiaries, affiliates (i.e. any company belonging to one of the Seller’s shareholders or any company in which the Seller holds a financial interest) as well as any subcontractors and shall act on their behalf in this respect. The Seller undertakes, in the event that it proves essential to disclose the information or part of the information to third parties, to request prior written authorization from the Buyer mentioning the third parties concerned and the information to be disclosed. Any information disclosed and communicated shall remain the property of the Buyer and shall be returned or destroyed, at the Buyer’s request, as well as any copies made by the Seller. At the Buyer’s request, the Seller shall provide the Buyer with a certificate of destruction. The Buyer’s communication of the information to the Seller does not imply any license or assignment of any intellectual property rights. This confidentiality obligation will persist for as long as the Buyer’s information remains confidential, including after delivery of the order by the Seller. Any breach by the Seller of the confidentiality clause shall result in the obligation to pay the Buyer the sum of fifty thousand euros (€50,000), without prejudice to the right to damages for the benefit of the Buyer.

10. WARRANTIES Unless otherwise stipulated by the Parties, the Seller guarantees, for a period of thirty-six (36) months from the delivery date, that the Products supplied are: 1. compliant with all specifications, diagrams, design plans and other data of the Seller (whatever the format) or provided by the Buyer and approved by the Seller or jointly accepted by the Parties in writing, and with all the information mentioned on the purchase order; 2. of careful manufacture and free from any design, manufacturing or operating defects; 3. of fair and merchantable quality. It is understood that the Seller is responsible for providing all parts necessary for the proper functioning of operations, including when this is not expressly required by the Buyer.

During the warranty period, the Buyer shall notify the Seller in writing of any defect or malfunction of the Products and the Seller shall promptly and at its own expense either replace or repair the Products or correct the defect or malfunction. The Seller shall grant a new warranty period of thirty-six (36) months after each replacement, repair or correction carried out during the warranty period, starting from the day on which the replacement, repair or correction was satisfactory and successfully carried out. If the Seller fails to meet its obligation to replace or repair the Products or correct the defect or malfunction, the Buyer shall have the right, at its sole discretion, (i) to carry out the replacement, repair or correction itself and at the exclusive expense of the Seller, (ii) to have the replacement, repair or correction carried out by a third party and at the exclusive expense of the Seller or (iii) to obtain from the Seller a full refund of the purchase price of the defective or malfunctioning Product. The Seller acknowledges that the warranties specified above are in addition to the legal warranties including liability for defective products and those expressly granted by the Seller, other than those stipulated herein, as well as any other warranty, express or implied, applicable to the corresponding order. These warranties shall remain valid notwithstanding any inspection, test, acceptance or payment made by the Buyer or any termination or agreement by the Buyer relating to the orders. In any event, the Seller shall be held liable and undertakes to bear all direct and indirect financial consequences resulting from damage of any kind caused to persons and/or property, as well as measures of withdrawal, suspension, consignment, recovery with reimbursement of the customer, modification and/or destruction of the products, whether these measures are ordered by the public authorities (including the courts) or voluntary and whatever the reason given: in particular in the event of a hidden defect, non-compliance with a standard or regulation, safety defect.

11. INTELLECTUAL OR INDUSTRIAL PROPERTY

11.1. The Seller guarantees that the goods delivered are not subject to any claim of industrial or artistic property (patents, trademarks, designs and models), and that the photographs of the products may be reproduced on any media, including on the Internet, unless otherwise decided by registered letter with acknowledgement of receipt. The Seller declares that it holds all rights to use, manufacture and sell the Products and that the Buyer will have the right to use and resell the Products without any restriction. The Seller agrees to defend and guarantee the Buyer against any claim or action for infringement of intellectual or industrial property rights belonging to a third party, to pay all costs incurred by the Buyer for its defense against any claim or action, including a reasonable amount covering attorneys’ fees, and to indemnify the Buyer for any damage, loss or harm suffered by the Buyer arising directly or indirectly from this claim or action.

11.2. Any technical study on which an order is based by the Buyer or during its execution remains the intellectual property of the Buyer and may not, consequently, be communicated by the Seller to anyone without the express written authorization of the Buyer. Any technical study must be returned to the Buyer if the latter so requests. 11.3. The Seller grants the Buyer a free operating license, for an unlimited period, of all prior knowledge and know-how necessary for the execution of the order and delivered with the service or products. 11.4. Upon full payment of the price by the Buyer, the product(s) ordered become its full and entire property. The Seller therefore prohibits itself from distributing, marketing and more generally making similar products available to third parties.

  1. TECHNICAL DISPUTE

12.1. Buyer and Seller agree in the event of a technical dispute over the product(s) ordered to use an expert appointed jointly and paid in equal parts by the parties. The expert is authorized to carry out the requested findings contradictorily within the limits set by the request for expertise, which will determine the time limit within which he must provide his conclusions.

12.2. The expert is also authorized to recommend the measures that he deems most appropriate to achieve the purpose of the contract. The parties undertake to provide the expert with all facilities in the performance of his mission and in particular to provide him with the documents that he deems useful for his mission. The information transmitted to the expert may only be used for the needs of the expertise in order to preserve their confidential nature.

12.3. The findings or recommendations will serve as the basis for settling the dispute between the parties.

13. TERMINATION The placing of orders by the Buyer, even repeatedly, does not create a current of business between the parties or require the placing of an equivalent or minimum number of orders for the future. Each order therefore only gives rise to the conclusion of a separate order contract for each order placed by the Buyer with the Seller. The Buyer shall have the right to terminate any order by registered letter with acknowledgement of receipt, without being liable for any compensation or penalty to the Seller: 1. either before receipt of the acknowledgement of receipt, a written notice, an electronic message from the Seller in accordance with clause 2 of these general terms and conditions of purchase; 2. or in the presence of one of the following events: a. the Seller fails to fulfill its obligation to deliver the Products (or perform any service) within the time limits set out in the order, and the delay lasts more than one week without the Buyer’s prior approval; b. the Seller fails to meet its warranty obligations; c. the Seller fails to meet any of its obligations arising from these General Terms and Conditions of Purchase, or from any contract between the Parties to which the order is subject, without remedying the breach within ten (10) days of receipt of written notification from the Buyer informing it of the breach; d. in the event of the opening of receivership or liquidation proceedings against the Seller; e. an event of force majeure, as defined in Article 15 below, and causing a delay in delivery of more than three (3) months. 3. or in the event of breaches of the provisions of clause 16 – Regulations -.

14. LIABILITY AND INSURANCE The Seller shall be exclusively liable to the Buyer and third parties for any damage to property or other material damage, loss or harm resulting from the performance by the Seller, its employees, agents or subcontractors of the Seller’s obligations under the order. The Seller assumes full and entire responsibility for the execution of the order, including the manufacture and delivery of the Products, in particular for their execution in accordance with the rules of the art in compliance with all regulations in force. The Seller makes it his personal business to comply with the laws and regulations applicable to him, in particular his social and tax obligations, and carries out his activity in complete independence. The Seller also undertakes to use the personnel regularly employed, in particular with regard to Articles L 3243-2, L 1221-10 and L 8251-1 et seq. of the Labor Code. Consequently, the Seller will provide the Buyer, upon request, with the documents required by the Labor Code, in particular those provided for in Articles D 8222-1 et seq. of the Labor Code, when ordering and every six (6) months during its execution.

The Seller undertakes to subscribe at its own expense to the necessary insurance guarantees to cover the liabilities it incurs as a result of the execution of this contract for all bodily, material and immaterial damage. At the Buyer’s request, the Seller will send him the general and professional liability insurance certificates, dated less than six months ago. In all cases, the Seller must provide, at the Buyer’s simple request, suitable insurance covering the products until their arrival at the Buyer’s premises or any other destination approved by him.

15. FORCE MAJEURE Expressly, the following events are considered to be cases of force majeure or unforeseeable circumstances: those usually accepted by the case law of French courts and tribunals, as well as the following events: war, riot, fire, internal or external strikes, lockout, occupation of the premises of one of the parties, bad weather, earthquake, flood, water damage, legal or governmental restrictions, legal or regulatory changes to the forms of marketing, accidents of all kinds, epidemic, pandemic, lockdown, illness affecting more than fifteen (15)% of the staff of one of the parties in a period of two consecutive months, lack of energy supply, partial or total shutdown of the Internet network and, more generally, private or public telecommunications networks, road blockages and supply inability and any other case beyond the express control of the parties preventing the normal execution of the order. The party affected by a case of force majeure will immediately notify the other party by email or by any other means, confirmed by registered letter with acknowledgment of receipt, by producing supporting documents. The other party reserves the right to verify and check the reality of the facts. In the event that one of the parties invokes a case of force majeure, it will make every effort to reduce as much as possible the harmful effects resulting from this situation. If the cases of force majeure last for more than one (1) month, the contract will be automatically terminated, unless otherwise agreed by the Buyer and the Seller.

16. REGULATIONS The goods ordered must comply in all respects with the legal and regulatory requirements in force, in particular with regard to: • the quality, composition, presentation and labeling of the goods; • labor law and employment: in any event, the supplier is prohibited from offering for sale products that could have been manufactured by minor children; • the provisions of international conventions on the rights of the child and, more particularly, those relating to child labour;

environmental law. The Seller undertakes in particular to comply with the legal and regulatory provisions in force that are applicable to it, and to communicate to the Buyer upon request information relating to the consequences of the company’s activity on the environment, given according to the nature of this activity and its effects: • the consumption of water resources, raw materials and energy with, where applicable, the measures taken to improve energy efficiency and the use of renewable energies, the conditions of land use, discharges into the air, water and soil seriously affecting the environment and the list of which will be determined by order of the Ministers responsible for the Environment and Industry, noise or olfactory nuisances and waste; • the measures taken to limit damage to the biological balance, natural environments, protected animal and plant species; • the assessment or certification procedures undertaken in environmental matters; • the measures taken, where applicable, to ensure that the company’s activity complies with the applicable legislative and regulatory provisions in this area; • the expenses incurred to prevent the consequences of the company’s activity on the environment; the existence within the company of internal environmental management services, the training and information of employees on the latter, the resources devoted to reducing risks to the environment as well as the organization set up to deal with pollution accidents with consequences beyond the company’s establishments; • the amount of provisions and guarantees for environmental risks, unless this information is likely to cause serious harm to the company in an ongoing dispute; • the amount of compensation paid during the financial year in execution of a court decision on environmental matters and the actions taken to repair damage caused to the latter. Consequently, the Seller accepts that the Buyer may carry out conduct audits carried out by it or a service provider designated for this purpose, in order to verify compliance with the aforementioned standards. Any breach of the above provisions exposes the supplier to the immediate termination of commercial relations, without notice.

17. GENERAL

17.1. PARTIAL INVALIDITY If one or more provisions of these Terms and Conditions prove, for any reason whatsoever, to be invalid, illegal or not applicable in any respect whatsoever, they shall be considered unwritten and the other provisions of these Terms and Conditions shall not be affected.

17.2. COMPLIANCE WITH LAWS AND REGULATIONS The Seller declares that it is aware of, and complies in all respects with, the laws, decrees and regulations issued by any local or other authority, as well as any rules or regulations issued by private or public organizations relating to its activity in the context of the execution of the order. The Seller shall bear all financial and administrative consequences incurred by the Buyer, in particular, as a result of the non-compliance by the Seller, its employees, subcontractors or suppliers, with the provisions of the laws, decrees, regulations and other texts mentioned above.

17.3. TOLERANCE The Buyer’s tolerance with regard to a breach by the Seller of one of the General Conditions of Purchase may not be extended to any subsequent breach. The Buyer’s failure to enforce one of these conditions shall in no way constitute a waiver of these conditions and shall not affect the Buyer’s right to subsequently impose compliance with them.

17.4. SUBCONTRACTING The Seller may not, without the Buyer’s prior written consent, subcontract, directly or indirectly, at any level whatsoever, the execution of all or part of the order. The Seller shall defend and indemnify the Buyer against any claim from its own co-contractors and/or suppliers.

17.5. ASSIGNMENT The Order may not be assigned without the prior written consent of the Buyer, except for assignments to any subsidiary, affiliate of either Party or legal entity resulting from the merger of either Party or Buyer of the business of either Party.

17.6 INDEPENDENCE Each Party shall remain independent of the other. Neither the Seller nor any person or third party appointed by the Seller to execute the Order is the employee, partner, agent, mandatary or legal representative of the Buyer. Nothing in the Order may be construed as creating an agency relationship between the Parties, creating a joint venture or allowing one Party to represent the other vis-à-vis third parties.

18. APPLICABLE LAW By express agreement, any order placed under these general terms and conditions of purchase will be governed by French law and in particular Articles 1602 to 1649 of the Civil Code on the obligations of the seller and Articles 1245 to 1245-17 of the Civil Code on liability for defective products with the exception of the Vienna Convention on the International Sale of Goods.

19. JURISDICTION/DISPUTE In the event of a dispute relating to the interpretation or execution of their agreements, the parties will seek, before any contentious action, an amicable agreement and will communicate to each other the necessary information for this purpose. In the absence of an amicable settlement of the dispute within a maximum period of one (1) month, the Commercial Court of Lille will have sole jurisdiction in the event of a dispute of any nature or dispute relating to the formation or execution of the order. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants or third-party claims, and regardless of the method and terms of payment, without the jurisdiction clauses that may exist on the Buyers’ documents being able to prevent the application of this clause. The Seller accepts this attribution of jurisdiction without any restriction or reservation.

  • *This English version of the general conditions of purchase is given for information purposes only;In case of inaccurate translation with the French version, the French version is authentic on https://www.musthane.fr/conditions-generales-dachat/
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