1. Application and Validity – General Provisions

These General Terms and Conditions of Purchase (“GTCP”) apply to any order (the “Order”) placed by Axima Concept S.A. and/or Ineo S.A. and/or Bouygues Energies et Services and/or any of their respective subsidiaries within the meaning of Article L233-3 of the French Commercial Code, asidentified in the Order’s header, referred to individually or collectively as “Equans France” or any other company within the Equans Group that expressly refers to these GTP (hereinafter “the Customer”) for the supply, within French territory, of tangible goods (“Products ”), services (“Services”), and/or work (“Work”) as defined in each Purchase Order referencing these GTC (“the Supply”). The purpose of these GTC is to establish the general obligations and respective liabilities of the supplier, defined as the recipient of the Purchase Order (“ the Supplier”) and the Customer within the framework of their contractual relationship regarding the Supply, hereinafter collectively referred to as the “Parties” or individually as the “Party”. These GTC apply without prejudice to any deviating terms negotiated and expressly accepted by the Parties, which shall then take precedence over the GTC. Any modification to a validly issued Purchase Order must be expressly agreed upon by the Parties. The Customer reserves the right to make changes to the Order, even while it is being fulfilled, any changes that may prove necessary. In such a case, the Supplier shall be required to notify the Customer, within a maximum of eight (8) calendar days from notification of the change to the Order, of the consequences of such changes on the agreed prices and delivery dates. These consequences must be subject to the Client’s written approval in the event of a change to the initially agreed-upon terms. Any formal notice regarding the Order must be sent by certified mail with return receipt requested to the other Party.

1.2 General Provisions The Customer and the Supplier are autonomous and independent, each acting in its own interest and being responsible for its own obligations, personnel, suppliers, and service providers. The Supplier may not make any commitments on behalf of the Customer without the Customer’s prior written consent. Any joint and several liability between the Customer and the Supplier is excluded, nor between the Client and its affiliated companies. The Order does not in and of itself confer any exclusivity in favor of one orother Party. The Supplier is required to immediately inform the Customer of any risk of economic dependence. The Parties agree that this duty to disclose is essential to enable the Parties to maintain a balanced relationship. The Supplier is bound by an obligation of result and may not rely on any omission, inaccuracy, or error contained in the Order to justify failure to comply with the obligation of result. The Supply must be performed, including, but not limited to, compliance with the obligations described in all contractual documents referenced in the Order, as well as compliance with regulations, the safety rules required by the authorities, industry best practices, and applicable standards, particularly with regard to cybersecurity requirements and regulations.

1.3 When the Supply is performed within the framework ofa main contract entered into between the Customer and a third-party principal, the Supplier agrees to comply, with full transparency, with the provisions of the main contract relating to the Supply that have been previously communicated to it by the Customer. Where Law No. 75-1334 of December 31,75, as amended, on subcontracting applies, the Order is placed subject to the condition precedent of the Supplier’s acceptance as a subcontractor and the final principal’s approval of its payment terms. To this end, the Supplier shall provide the Customer with all information requested in order to obtain such acceptance and approval. Furthermore, the Supplier agrees to:

▪ Assume, under an obligation of result, all obligations and responsibilities relating to the Supply in such a manner that no breach may be found by the end client with respect to these obligations;

▪ Provide its certificates of liability insurance and (if applicable) ten-year liability insurance certificates, specifically naming the project in question and, for the ten-year liability insurance, specifying coverage for construction sites carried out by subcontractors under the same conditions as the mandatory guarantees of the project owner;

▪ Consult in good faith with the Client to renegotiate the terms of the Order, even while it is being executed, should a modification be imposed or requested by the principal under the main contract;

▪ Not to contact the ultimate client directly regarding any questions, events, or matters related to the Supply, as the Client is the sole point of contact for the client regarding the performance of the Supply.

2. Placing the Order

The Order must be placed in writing by the Customer; it may take the form of a purchase order and/or special terms and conditions and/or a contract, whether in paper or electronic form. Orders placed verbally are valid if they are confirmed in writing. Each Order is accepted by the Supplier (i) upon the Supplier’s express acceptance, (ii) within a maximum of two (2) business days from the date it is sent by the Customer; otherwise, the Order shall be deemed to have been accepted without reservation by the Supplier, or (iii) if the Supplier voluntarily begins performance. However, the Customer may, upon expiration of the aforementioned period, cancel the Order without cause and without liability. Receipt of a down payment or the Supplier’s commencement of performance of said Order shall be deemed to constitute the Supplier’s acceptance of said Order. When the Supplier accepts the Order with reservations, it must notify the Customer within two (2) days mentioned above. In this case, the Customer will no longer be bound by said Order unless it confirms its acceptance of said reservations in writing.

Electronic Order

To facilitate the procurement of the Supplies, the Customer has implemented an electronic solution. Orders are placed primarily through this tool and sent to thegeneric email address provided by the Supplier, in the form of an email containing the purchase order as a PDF attachment.

Exchange of Documents Between the Supplier and the Customer Any electronic document exchanged between the Supplier and the Customer must include elements that identify its sender as well as elements intended to identify its content. The electronic contact information to be used by each Party is specified. The Parties agree that the electronic contact information is sufficient to identify the sender of electronic documents and to authenticate their origin. 

Agreement on Evidence

The Parties shall treat the documents they exchange in electronic form as original documents, binding themin full and complete measure. The Parties undertake to ensure that these documents are created and retained under conditions that guarantee their integrity. The Parties shall ensure that the content of their documents complies with the obligations, including formal requirements, arising from laws, regulations, and commercial practices. In any event, except in the proven case of failure or corruption of their computer systems, the Parties expressly waive the right to claim that their transactions are null and void or unenforceable on the grounds that they were carried out via electronic or telecommunications systems. 

Data Archiving

The Parties are personally responsible for archiving the documents sent and received, particularly for their own tax and accounting purposes.

Security

Each Party is responsible for selecting, implementing, andapplication of security measures, tools, and procedures to ensure the protection of its systems and data against the risks of unauthorized access, loss, alteration, or destruction. Each Party is responsible for conducting the necessary tests to ensure and monitor its own security measures, tools, and procedures.

3. Prices, Billing, and Payment Terms

3.1 Prices: No down payment shall be made upon the Order unless otherwise specified in the Order or in the special terms and conditions. Unless otherwise stated in the Order, prices, expressed in Euros exclusive of VAT, are firm and non-revisable. Unless otherwise specified, prices are all-inclusive, including, but not limited to, transportation, packaging, unloading, insurance, licensing or authorization fees, taxes, duties, customs formalities and duties, the granting and/or transfer of intellectual property rights, customs fees and taxes on exports and imports, if applicable, in accordance with INCOTERM® ICC 2020 DDP at the location designated by the Customer.

3.2 Invoicing: Invoices, issued after each delivery or Acceptance, shall include the legal notices and those requested by the Customer, including the Order number and the complete breakdown of the Order, the Supplier’s intra-Community identification number, and shall be sent to the billing address specified by the Customer, accompanied by any supporting documents attesting to the Acceptance of the Supply. It is noted that, pursuant to Article 242 nonies A of the CGI, the date ofinvoice issuance date is a mandatory legal requirement and must therefore be accurate and correspond to the date the invoice was actually sent to the recipient. Furthermore, sending an invoice late relative to the date stated on it is a source of errors and therefore compromises its proper processing. Consequently, any invoice with a discrepancy of more than seven (7) calendar days between the date stated on it and the date it is received will be returned to the Supplier to correct the issue date, and payment will not be made untilafter receipt of the corrected invoice and upon expiration of the time period specified on the purchase order. The Supplier is obligated to issue its invoice as soon as the sale or service—and more specifically, the Delivery—has been completed andexpressly undertakes to do so; these terms and conditions shall constitute a request for invoicing upon completion of the sale or service, and more specifically of the Supply.

3.3 Payment terms common to Axima, Ineo, and Bouygues Energies & Services and their subsidiaries within the meaning of Article L233-3 of the French Commercial Code: Unless otherwise stipulated in the Implementation Agreement and/or Purchase Order and subject to the application of Title II of Law No. 75-1334 of December 31, 1975, invoices are payable forty-five (45) days after the end of the month, the date ofinvoice date, except for periodic invoices, which are payable within 45 (forty-five) days net from the date of issuance by bank transfer to theprovided by the Supplier. Invoices received prior to delivery of the Supplies will not be accepted. Only Orders that have been accepted in accordance with Article 2 of the General Terms and Conditions of Sale will be paid. The Customer may set off any amount it deems owed by the Supplier, in respect of any Orders, against any amount owed by the Customer to the Supplier. In the event of a delay in payment attributable to the Customer, the Customer shall be liable for late-payment interest at a rate equal to three (3) times thestatutory interest rate applicable in France and in effect on thedue date, to which shall be automatically added a lump-sum indemnity for collection costs, the amount of which is set forth in Article D.441-5 of the Commercial Code. Payments by the Customer do not constitute Acceptance of the Supplies.

3.4 Payment in the case of an Order placed by Bouygues Energies et Services and/or one of its subsidiaries as defined in Article L233-3 of the French Commercial Code: Unless otherwise specified in the Implementation Agreement and/or Purchase Order, invoices are paid either (i) by promissory note or (ii) by bank transfer via the payment platform of the Bouygues Construction Group’s SCF Program, the terms of which are available at the following address: https://bycn.scf-onboarding.societegenerale.com/

4. Delivery and Acceptance

4.1 Delivery of the Products shall be made in accordance with the Incoterm® specified in the Order or, failing that, the one specified in Article 3 of the General Terms and Conditions of Sale (GTCS). The Supplier agrees to deliver the Products and/or perform the Services and/or Work at the locations, on the dates, and within the timeframes specified in the Order. The Supplier shall select packaging—preferably recyclable— appropriate for the nature of the Products and ensuring their integrity until they reach the delivery location, as well as the safety of personnel during loading/unloading, and handling. Handling and lifting points shall be clearly marked on the packages, along with storage conditions, orientation, and maximum stacking height.

4.2 Each delivery must be accompanied by a delivery slip in triplicate containing all the information necessary to identify the packages (including the Order reference, nature and quantity of the goods, name of the carrier, etc.). Each delivery slip must cover only the Goods pertaining to a single Order. The Goods must be accompanied by all technical documents necessary for their use. The documents, certificates, and labeling of shipments shall comply with applicable regulations (e.g., REACH). The Supply shall not be deemed delivered until all of the above documents and/or those specified in the Order have been provided to the Customer.

4.3 Unless the Customer has given prior written consent, partial or early deliveries will not be accepted. Conversely, the Supplier agrees to notify the Customer as soon as it becomes aware of any foreseeable delay in fulfilling the Order.

4.4 Depending on the circumstances, the Supply may or may not be subject to an on-site acceptance procedure specified in the Order (“ Acceptance”). Acceptance is declared after the Supplier has fully fulfilled its obligations at the Order’s destination, and/or is declared when all requirements set forth in the acceptance procedure have been met.

4.5 The Supply must strictly conform in quality and quantity to the terms of the Order as well asthe contractual specifications. In the event that the Customer raises objections, the Supplier may visit the site to assess the condition of the Products or the non-conformity of the Services or Work provided; the Supplier must resolve the objections as soon as possible and no later than the deadline specified in the acceptance report and no later than eight (8) calendar days. Failing that, the Customer may decide (i) to reject the Products, Services, or Work in question or (ii) to have the Order or the work required to resolve the reservations performed by a third-party contractor, at the Supplier’s expense and risk, pursuant to Article 1222 of the Civil Code. In this case, the price shall not be due, and any advance payments received must be refunded to the Customer as soon as possible. All costs resulting from the existence of reservations or a rejection shall be borne by the Supplier. In the absence of reservations or after the reservations have been resolved, the Customer shall issue written acceptance. 

4.6 If the Order includes the installation and/or commissioning of a Supply, the Supplier shall perform all operations necessary to bring the Supply online and to commence its full-scale operation. When these operations require the ongoing presence of the Supplier’s personnel, the terms and conditions of their involvement are specified in the Order.

5. Transfer of Ownership and Risk

5.1 Unless expressly stated otherwise in the Order, ownership of the Supply is transferred to the Customer on the date it is set apart from other items at the Supplier’s premises and no later than its physical delivery to the Customer or to any other location agreed upon by the Parties or, in the case of an Order for Services or Work, as such Services or Work are performed. 5.2 Unless expressly stated otherwise in the Order, the transfer of risks relating to the Goods occurs on the date (i) of their delivery to the location specified in the Order or (ii) of their Acceptance when such a procedure is provided for in the Order or (iii) upon the handover of any deliverables or the complete performance of the Services; in any event, the Supplier shall bear such risks during the installation, testing, and/or commissioning of the Products or Work, when such operations are the Supplier’s responsibility under the Order.

6. Timeliness and Compliance – Penalties

6.1 The Supplier is hereby notified that meeting the deadlines for fulfilling its obligations as set forth in the Order is an essential condition for the Customer. The Supplier agrees to promptly notify the Customer of any event that may jeopardize such compliance and to cooperate with the Customer tomitigate the consequences.

6.2 In the event that any of the deadlines specified in the Order are not met or that a failurenon-conformity of the Supply is found, penalties shall be applied in accordance with the terms set forth in the Special Conditions or, failing that, according to the following terms: at a rate of one percent (1%) of the price per day of delay, up to a maximum of twenty (20) percent of the total amount of the Order.

6.3 Failure to comply with safety rules may result in (i) the imposition of a penalty in the amount of five thousand (5,000) euros per violation, upon simple finding thereof, (ii) the exclusion of the Supplier’s employees and agents, without compensation to either them or the Supplier, or (iii) the termination of the Order in accordance with the section titled “Termination—Suspension—Reversibility”.

6.4 These penalties shall apply upon mere confirmation of the delay, unless the Supplier demonstrates that the delay is exclusively attributable to the Customer or to a force majeure event. They may be deducted from the amounts due, unless the Supplier raises a justified objection within a maximum of five business days. They apply notwithstanding any action the Customer may takeagainst the Supplier to protect its interests and without prejudice to any damages or other penalties (performance, quality of service, etc.) that may be provided for in the Order. If the maximum penalty amount applicable under the Special Terms and Conditions is reached, the Customer may terminate the Order as of right, upon simple notification and without prejudice to any damages. 

6.5 The Special Terms or the Order may provide for penalties for non-conformity of the Supply.

7. Warranties

7.1 The Supplier shall exclusively provide Products, Services, and/or Work free from any apparent and/or hidden defects, and in compliance with applicable regulations, industry standards, and best practices, the state of the art, and normal requirements for use, reliability, and service life, as well as the normal intended use of said Products, Services, and/oror Work. The Supplier warrants the full and unencumbered enjoyment of the intellectual property rights assigned or licensed.

7.2 Unless otherwise specified in the Order and without prejudice to more stringent legal provisions, the Supplier warrants, at its sole expense:

▪ The proper condition and functioning of the Products for a period of twenty-four (24) months from the date of Acceptance, not to exceed thirty-six (36) months from the date of delivery. In this regard, the Supplier warrants that it will repair or replace, at the Customer’s option and at its own expense, any defects, deficiencies, or nonconformities in the Products discovered during this period, and will hold the Customer harmless from any resulting damages. In the event of repair or replacement of a Product, a new warranty period of twenty-four (24) months shall begin on the date the repaired or replaced Product is put into service. 

▪ Services and Work for a minimum period of twelve (12) months from the date of their Acceptance. Accordingly, and without prejudice to Article 1222 of the Civil Code, the Supplier agrees to intervene free of charge and to remedy any defective performance of the Services and Work within a maximum of fifteen (15) days following the Customer’s warranty claim or within any other timeframe specified in the Order. This warranty is without prejudice to the warranties providedin Articles 1792 et seq. of the Civil Code, which apply to the Supplier provided that the Supply is subject to them.

▪ The defense andindemnification of the Customer in connection with any action, claim, or demand relating to the intellectual property rights assigned or licensed, brought by any third party alleging a violation of a right, in particular against any action for infringement and/or action for unfair competition and/or action for free-riding initiated by a third party, and shall bear all related costs and damages (including legal fees). In this regard, the Supplier shall use its best efforts to (a) secure the right for the Customer to continue using the assigned or licensed intellectual property rights in accordance with the terms of this Agreement or the Order, (b) failing that, replace or modify, within a maximum period of two (2) months, the relevant portions of the assigned or licensed intellectual property rights in question to avoid such a claim while maintaining the same level of functionality, performance, and relevance, (c) failing that, reimburse the Customer for the full cost of the Products, Services, and/or Work. In the event of any period(s) of suspension or interruption of use or unavailability of the Supply, the Warranty shall be extended for a period equivalent to such period(s). Notwithstanding the application of the above warranty, the Customer remains free to assert its rights to seek compensation for damages suffered as a result of breaches of the above warranties. 

7.3 The Supplier undertakes, for a minimum period of ten (10) years after the discontinuation of production or removal from the catalog, to supply the Customer, under reasonable conditions—particularly regarding price and delivery time— the parts, components, and other items necessary for the use of the Products and for the maintenance and servicing of the Services and/or Work. The Supplier shall keep the Customer regularly informed of any upcoming obsolescence.

8. General Obligations of the Parties

8.1 Compliance with Regulations Each Party shall comply with, and shall ensure that any third-party contractor working under its supervision to fulfill the Order complies with, all obligations arising from applicable laws and decrees, including: A/ Tax and Social Security Matters: All of the Supplier’s personnel assigned in whole or in part to the performance of the Order shall, under all circumstances, remain under the Supplier’s hierarchical and disciplinary authority, and the Supplier undertakes to ensure, in its capacity as employer, the administrative, accounting, and social security management of its personnel.

The Supplier shall provide proof of its business activities and the compliance of its status with the provisions of the Labor Code and the Social Security Code. The Supplier undertakes to fulfill its obligations regarding verification and enforcement with respect to its own contractors. B/ Regarding safety, quality, and health protection: The Supplier agrees to comply with all quality management, prevention, and safety requirements applicable to the Services and/or Work performed under the Order. In particular, the Supplierundertakes to comply with ISO standards and any other specific requirements set forth, if applicable, in the Order. The Supplier is required to submit to and/or respond to any inspection and/or audit conducted by the Client’s QPE (Quality, Prevention, Environment) departments. In general, the Parties undertake to comply with—and ensure that their personnel and any subcontractors comply with—all rules and standards in effect at the site of delivery, performance, and Acceptance of the Supply, including the provision of work clothing, personal protective equipment, safety shoes, compliance with loading/unloading protocols, securing vehicles during operations, and any smoking bans. C/ Regarding environmental protection: The Supplier agrees to comply with all laws, regulations, standards, and requirements relating to the environment, including obligations arising from the Environmental Code, prefectural decrees, technical specifications, or site-specific requirements (EFB). In particular, the Supplier is required to comply with applicable regulations regarding:

▪ collection and treatment of waste generated, particularly hazardous waste. In this regard, the Supplier must hold the necessary permits and have filed all required declarations for the management and disposal of the waste for which it is responsible. Where applicable to its business, the Supplier must include in its bid the information specified in Article D. 541-45-1 of the Environmental Code and, failing that, must provide it to the Customer upon the Customer’s first request. The Supplier is responsible for thedisposal, treatment, and traceability of waste related to the services covered by the Order. As such, the Supplier is responsible forissuing tracking slips, in accordance with applicable regulations. The cost of all services provided for in this paragraph is included in the price of the Order.

▪ prevention of risks associated with hazardous materials, particularly with regard to national provisions transposing the Regulation on the Registration, Evaluation, Authorization, and Restriction of Chemicals (REACH);

▪ limitation of emissions of all kinds, with the Supplier undertaking to take the necessary measures to minimize, as much as possible, water and energy consumption, greenhouse gas emissions, noise, odors, and any other disturbances to the environment and the neighborhood. To this end, all of the Supplier’s vehicles must be equipped with an anti-pollution kit. The Supplier is also required to:

▪ immediately notify the Client’s site manager in the event of accidental pollution, ▪ to comply with the environmental requirements set forth in the HQE® Exploitation guidelines and standards and/or ISO 50001 (energy management system) and/or any other guidelines cited in the Client’s specifications, if applicable to the Supply, 

▪ to train its staff and ensure that environmental risks are taken into account and managed, as well as adherence to best eco-responsible practices.

8.2 Carbon Assessment With particular regard to greenhouse gas reduction, the Customer has set ambitious goals for itself, notably a reduction in the carbon footprint of its purchases by more than 30% by 2030. As part of its efforts to achieve these goals, the Customer conducts a life cycle assessment (“LCA”) of completed projects, which requires the Supplier to provide the Client with environmental data on the Products. Consequently, the Supplier must provide, upon receipt of the order, the Environmental Profile of the ordered Product (“Ecopassport EPP”) or the Environmental and Health Declarations Sheet (“FDES”). 

8.3 Quality Assurance Obligations In order to meet the Customer’s quality assurance requirements, the Supplier shall provide the information necessary for the Customer to verify the measures taken by the Supplier to comply with the requirements of the Customer’s quality assurance system.

To ensure that the Supplier’s actions comply with the requirements defined in the Order, the Supplier may not object to a supplier audit conducted in accordance with the guidelines of ISO 19011. 

8.4 Non-Solicitation of Personnel The Parties agree to refrain, throughout the term of the Order and for a period of twelve (12) months following its expiration or termination, from intentionally soliciting, for the purpose of recruitment, any employee of the other Party who has received Confidential Information or who has been directly involved in the performance of the Services, without the express written consent of the other Party. This clauseis not intended to limit the freedom of movement of the employees of either Party. This prohibition does not prevent either Party from conducting recruitment campaigns or making a job offer to an employee of theother Party in response to an unsolicited application that the employee voluntarily submitted, whether received by the relevant Party directly or indirectly. In the event of a breach of this obligation by either Party, the breaching Party shall pay to theother Party compensation equal to six (6) months’ gross salary of the employee concerned.

8.5 Combating Illegal Employment As a player in the construction, public works, energy, and services sectors, the Client is mindful of issues related to illegal employment and has implemented measures to prevent and combat it. In accordance with the Labor Code, the Supplier, whether established in France orabroad undertakes to provide the Client, upon acceptance of the Order, prior to its execution, and every six (6) months during its execution, with all documents required by the Labor Code under Articles L.8222-1 et seq., L.8254-1 et seq., D.8222-5 et seq., D.8254-2 et seq. On the day the Order is signed, the French Supplier shall provide the Customer with: - an extract from its registration in the Trade and Companies Register (K or K-bis extract) dated within the last three (3) months, or an extract of its registration in the National Business Register as a business in the trades and crafts sector; - a certificate confirming the filing of social security declarations and the payment of social security contributions, issued by the social security agency responsible for collecting contributions, dated within the last six (6) months, the authenticity of which the Customer shall verify; - an up-to-date list of all foreign employees subject to work authorization who are employed by the Supplier. On the day the Order is signed, the foreign Supplier shall provide the Client with: - a document stating the intra-Community VAT number or, if the Supplier is established outside the European Union, the contact information of its tax representative in France; - proof of the Supplier’s registration in a professional registry in the country of establishment or domicile, dated within the last three (3) months; this document must then be provided every three (3) months during the performance of the Order; - a certificate confirming the filing of social security declarations and the payment of social security contributions, issued by the social security agency responsible for collecting contributions, dated within the last six (6) months; - a list of foreign employees (from outside the European Union and the European Economic Area) employed by the Supplier and subject to a work permit. When the Supplier’s personnel, whether French or foreign, enter the Customer’s sites, they must present a document certifying their identity and nationality, and, where applicable, a residence permit or work authorization for each employee. The Supplier shall comply with and ensure that its personnel comply with the site access procedures established by the Client. Documents must be provided in French or, if written in a foreign language, translated into French by a certified translator in France. If any of these documents are missing by the deadlines specified above, the Client shall deny the Supplier’s personnel access to the site, and the Order may-be terminated automatically without the Supplier being entitled to any compensation whatsoever, and notwithstanding the Client’s right to claim damages.

9. Confidentiality – Protection of Personal Data

9.1 Each Party agrees to keep confidential, in addition to the existence and content of the Order, all information and documents of which it becomes aware during the negotiation and performance of the Order, regardless of their nature (technical, financial, commercial, administrative, or other) and form (oral or written, in draft or final form, human-readable or machine-readable), hereinafter referred to as “Confidential Information.” Information that is in the public domain at the time of its disclosure or that subsequently becomes public through no fault of either Party shall not be considered confidential. Unless otherwise provided in the Order or in a specific confidentiality agreement relating to the Supply, the Parties agree to (i) use the Confidential Information solely for the purposes of the Order; (ii) disclose the Confidential Information internally only to those members of their staff who have a need to know, and exclusively for the purposes of fulfilling the Order; (iii) not to disclose confidential information to any third party without the prior written consent of the other Party, provided that the Parties may disclose such information to their subcontractorsexclusively for the purposes of fulfilling the Order and only after obtaining a prior written confidentiality undertaking from such subcontractors; (iv) take measures that, taken as a whole, are no less protective than the measures they take to protect the confidentiality of their own confidential information; and (v) upon completion of the Order, to return to the other Party and/or—at the Client’s discretion—to destroy all documents (including copies) containing confidential information, during the term of the Order and for a period of five (5) years following its termination or expiration.

9.2 Each Party agrees to comply with the provisions of Regulation (EU) 2016/679 of the European Parliament on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and to any other law, recommendation, or regulation issued by a competent French or European authority (collectively referred to as “Personal Data Protection Laws”). Capitalized terms in these GTC other than those defined in the Order shall have the meanings given to them in the Personal Data Protection Laws. 

9.3 In theevent that the Supplier is required to process Personal Data on behalf of the Customer in its capacity as a Data Processor, the Supplier is required to process the Customer’s Personal Data in accordance with the Customer’s instructions. Consequently, the Supplier shall refrain from using such Personal Data forpurposes other than those expressly defined and authorized by the Client within the scope of the Order. Furthermore, the Supplier agrees to: (i) implement and maintain, throughout the term of the Order, all technical and organizational measures appropriate to the nature of the Personal Data processed and the risks posed by the processing operations carried out; (ii) not subcontract the processing of Personal Data without the Client’s prior and express consent; (iii) not transfer Personal Data to third countries that do not provide an adequate level of protection within the meaning of the Personal Data Protection Laws without the Client’s prior and express consent; (iv) notify the Client of any Personal Data breach as soon as possible and no later than 48 hours after becoming aware of it; (v) upon completion of the Order, return a copy of the Personal Data to the Client within a reasonable timeframe not exceeding 1 (one) month and delete any copies of the Client’s Personal Data, unless required by law to retain them. The Client’s instructions will be specified in a Data Processing Agreement (“DPA”), if applicable. 

9.4 With regard to data processed by the Client, in its capacity as Data Controller, the Supplier is informed that such data is used exclusively for the management of Orders. Data Subjects have the right to request from the Data Controller access to their Personal Data, the rectification or erasure of such data, or a restriction on processing, as well as the right to object to processing and the right to data portability. Data Subjects may exercise their rights with the Client by sending a request to privacy.france@equans.com.

10. Intellectual Property

10.1 For the purposes of this clause, the following terms shall have the meanings set forth below:

• “ “Prior Art” means any know-how and/or any elements protected by an intellectual property right and created, developed, produced, acquired, or owned by either Party, either (i) prior to the date of the Order, or (ii) after the date of the Order, created, developed, produced, acquired, or owned independently of the performance of this Agreement and necessary for its performance.

• - “Specific Development” means any Products, Services, and/or Work developed solely for the Customer’s needs to meet its own specifications.

• - “Results” means all information and knowledge, whether patented or not, patentable or not, including know-how, trade secrets, trade secrets, data, databases, software (in both source code and object code versions), files, plans, diagrams, drawings, formulas, and any other type of information, in any form whatsoever, developed by the Supplier for the purpose of performing the Products, Services, Supplies, and/or Work covered by the Order.

  10.2 Each Party shall retain ownership of or title to its Prior Knowledge. The Parties agree not to infringe, directly or indirectly, upon the other Party’s intellectual property rights and/or copyrights and to use such Prior Knowledge solely for the purposes of the Order.

  10.3 The Supplier warrants that it holds all intellectual property rights necessary for the performance of the Order. The Supplierundertakes (i) to modify, at its own expense, any Products, Services, and/or Works that infringe the intellectual property rights of a third party, or (ii) to replace them, at its own expense, with similar or equivalent Products, Services, and/or Works, or (iii) to obtain, at its own expense and on behalf of the Customer, the right to continue using the disputed Products, Services, and/or Work within a timeframe deemed by the Customer to be compatible with its business operations, or (iv) to reimburse the Customer for all amounts paid under the Order. These provisions do not limit the Customer’s right to claim damages from the Supplier or toto bring any legal action. In the event that this is not possible, the Client may terminate the Order, without prejudice to any damages to which it may be entitled. In general, the Supplier shall be liable for all losses, damages, lawsuits, costs, expenses, fees that the Customer may incur (including legal fees), inresult of any action brought by a third party alleging that the Supply and/or any means or elements provided by the Supplier under the Order constitute infringement, free-riding, unfair competition, or any other violation of its intellectual property rights. This This indemnification clause and the obligations arising therefrom shall remain in effect as long as the Products, Services, and/or Work are used by the Customer.

  10.4 The Order does not confer upon either Party any rights of any kind whatsoever to the other Party’s names, trademarks, logos, or other distinctive signs, including for commercial reference purposes.

  10.5 In the event that all or part of the Products, Services, and/or Work contain software, the source codes for such software—if not provided to the Customer as part of a Specific Development—shall be deposited with an independent organization, authorized to retain said codes and make them available to the Customer in the event of default, dissolution, transfer, or termination of the Supplier or the Supplier’s relevant business division.

  10.6 The Supplier grants the Customer, with respect to its Prior Knowledge, on a non-exclusive basis with the right to sublicense to any third party, the right to use, reproduce, market, and exploit the Products, Services, and/or Work as the Customer intends to use them, for the entire term of protection of intellectual property rights and throughout the world. The Supplier assigns, as they are created, and guarantees the assignment by any of its subcontractors to the Customer, in accordance with the provisions of the Intellectual Property Code, all intellectual property rights attached to the Results arising from the creation of the Products, Services, and/or Work covered by the Order, including, in particular, the right to use, reproduce, display, exploitation, commercialization, modification, and adaptation, for any usethe Client intends to make of them, on any medium or by any means known or unknown to date, for the entire term of protection of intellectual property rights and throughout the world. The Supplier assigns, as they are produced, and guarantees the assignment by any subcontractors, on an exclusive basis, to the Client, all exploitation rights pertaining to the Specific Developments, including the rights of reproduction, public performance, translation,adaptation, and commercialization, on any medium or by any means known or unknown to date. This assignment is effective for the duration of the intellectual property rights and worldwide. This transfer of intellectual property takes place as the Specific Developments are completed. The Supplier agrees to sign any deed, assignment, or any other document that may be necessary for the Client to file for and obtain any intellectual property rights in the Results and the Specific Developments. If regulations governing intellectual property rights do not permit this advance assignment, the Supplierundertakes to assign these intellectual property rights to the Client in a separate instrument and at no additional cost.

  10.7 The license and assignment described above are included in the price of the Order to be paid to the Supplier.

11. Liability and Insurance

11.1 The Supplier is liable, both on its own behalf and on behalf of any subcontractors, for any failure in the performance of the Order and for any damage, whether bodily injury, property damage, or consequential or non-consequential damage, resulting from a fault, a breach, or the non-performance or improper performance of the obligations incumbent upon the Supplier under the Order. The Supplier shall indemnify the Customer against any and all claims, demands, or legal actions that may be brought by its personnel, a subcontractor, or any third party, in particular due to any damage to property or injury to persons attributable to the Supplier, its personnel, its subcontractors, or more generally any person acting on its behalf, or to property in its custody for any reason whatsoever. The Supplier agrees to indemnify the Customer for any damages, losses, or expenses that may result therefrom.

11.2 The Supplier is required to provide proof, no later than upon acceptance of the Order, that it holds insurance policies issued by one or more insurers of recognized solvency and covering: ▪ In all cases, its civil liability, covering the financial consequences of bodily injury, property damage, and consequential damages (whether or not resulting directly) caused to third parties (including the Customer) arising, in particular, from theperformance of the Order. This policy must provide, at a minimum, the coverage amounts specified in the Order, it being understood that these amounts do not in any way constitute a contractual limitation of the Supplier’s liability and thatthey may not be less than two million five hundred thousand euros (€2,500,000) per claim and per year for all types of damages combined. ▪ its ten-year civil liability insurance, where applicable to all or part of the Supply. ▪ depending on the nature of the Supply, any other policy specified in the Order. The Supplier shall provide the Customer, upon request, any certificate regarding the issuance and coverage of the aforementioned insurance policies, as well as proof of payment of the corresponding premiums for the entire duration of the Supply, including during the warranty period. Any change during the performance of the work affecting the scope of coverage and/or the insured amounts must be notified to the Customer without delay and will be the subject of a new certificate to be provided to the Customer.

12. Termination – Suspension – Reversibility

12.1 In the event of the Supplier’s failure to comply with any of its obligations under Articles 4, 6, 7, 8, 9, 10, or 14 of the General Terms and Conditions that has not been remedied within ten (10) business days following the sending ofa formal notice by the Customer, the Customer may terminate the Order as of right, without prejudice to any damages to which the Customer may be entitled. Notwithstanding the foregoing, termination may be effected without prior formal notice solely due to non-performance, in the event of a breach of Articles 9.1 or 13 of the GTC or any breach that cannot be remedied.
Termination without prior formal notice may also be declared in the event of a breach of Article 8.1/A of the General Terms and Conditions, and in particular in the event of failure to provide the Client with documents and certificates relating to illegal employment and worker posting, in the event of suspension of the Service imposed by an administrative authority, or for any violation observed by an inspector, without prejudice to the passing on of any administrative fines imposed on the Client as a result of the Supplier’s breach.
The performance or termination of the order does not terminate obligations that survive by their nature, including warranty, regulatory compliance, intellectual property, confidentiality, and the protection of Personal Data.
12.2 Without prejudice to the provisions of Article 12.1 of the General Terms and Conditions, the Customer may immediately suspend, by written notice, the performance of the Order, without compensation to the Supplier, if the Customer finds that the Supplier has committed serious or repeated breaches of its contractual obligations, including in the event of:

• Failure by the Supplier to comply with regulations and/or the Client’s (or an end customer) regarding health, safety, and/or the environment, which could endanger the safety of property or persons or harm the environment;

• Failure by the Supplier to comply with labor law regulations, particularly provisions relating to combating illegal employment.

Furthermore, the Client may suspend fulfillment of the Order in the following cases:

• A major risk to the safety of property and persons,

• When the Supplier acts as a subcontractor for the Client, notification by the ultimate client of its decision to suspend the Supply for any reason.

In such cases, if the suspension lasts longer than one (1) month, the Parties shall meet to mutually agree on the terms for continuing their collaboration.
12.3 Upon completion of the Order, regardless of the cause, the Supplier agrees to cooperate with the Client to enable the Client or any service provider designated by the Client to resume the Supply (Services or Work) under optimal conditions. In particular, the Supplier shall make available to the Client all data, documents, and reports relating to the Services or Work performed under the Order.
12.4 Notwithstanding any other provision, the Customer may terminate an Order without any breach by the Supplier at any time by providing ten (10) days’ written notice. Such termination for convenience shall take effect ten (1) days after notification by the Customer, and the Supplier shall be entitled solely to payment for the Services performed and invoiced as of the date of termination, without any further compensation under the Order.

13. Ethics – Social and Environmental Responsibility – Embargo – Export Controls

13.1 Ethics – Social and Environmental Responsibility
The Supplier acknowledges that it has read and agrees to comply with the Customer’s ethical commitments as set forth in the Customer’s reference documentation and in its Compliance Plan. These commitments are available on the website https://www.equans.fr/about-us/who-we-are/csr/ethics-safety.
The Supplier acknowledges having read and agreeing to the Client’s commitments regarding social and environmental responsibility as set forth in its reference documentation and in its Vigilance Plan. These commitments are available on the website https://www.equans.fr/about-us/who-we-are/csr.
13.1.1. The Supplier hereby represents and warrants to the Customer that it complies with and has taken all necessary steps to comply with the standards of international law and the applicable national law(s) governing the Order (including any changes thereto during the term of the Order), relating to: (i) human rights and fundamental freedoms, in particular the prohibition (a) the use of child labor and any other form of forced or compulsory labor; (b) any form of discrimination within its company or toward its suppliers or subcontractors; (ii) embargoes, arms and narcotics trafficking, and terrorism, (iii) trade, import and export licenses, and customs, (iv) the health and safety of employees and third parties, (v) labor, immigration, and the prohibition of illegal employment, (vi) environmental protection, (vii) economic offenses, including corruption, fraud, influence peddling (or equivalent offenses under the national law applicable to the Order), fraud, theft, misappropriation of corporate assets, counterfeiting, forgery and use of forged documents, and any related offenses, (viii) anti-money laundering, (ix) competition law, (x) the protection of personal data.
13.1.2 The Supplier agrees to regularly assess the effectiveness of the internal policies it has implemented to comply with the standards referred to above.
13.1.3 The Supplier shall comply with, and ensure that its own suppliers and subcontractors, as well as any third party involved in the performance of the services covered by the Order, comply with the obligations set forth in this section. In the event that the Supplier works on the Order at a Customer site (or a third-party site, as designated by the Customer), the Supplier shall comply with and ensure that its own suppliers and subcontractors working at said site comply with the Equans Group’s health and safety rules, as set forth in Article 8.1.B of the General Terms and Conditions.
13.1.4 With respect to its own activities, the Supplier agrees to actively cooperate and act in a manner that enables the Client to comply with the legal obligations imposed upon it in connection with its duty of care. In this regard, it undertakes, in particular, to cooperate in the implementation of the measures provided for under this duty and to promptly alert the Client to any serious breach—or any circumstance that could constitute a serious breach—of the aforementioned standards, within the scope of its relationship with the Client.
13.1.5 The Client may at any time request proof from the Supplier that it has complied with the provisions of this clause and may, subject to prior notice, conduct or arrange for audits at any time. In the event of an audit, the Supplier agrees to grant the Client’s personnel access to its premises and/or sites, and to provide all information and/or documentation that the Client may request to enable it to conduct the audit.
13.1.6 Any violation by the Supplier of the provisions of this clause constitutes a breach of contract entitling the Customer to suspend and/or terminate the Order, with the Supplier bearing sole liability and without any right to compensation.
13.2 Export Controls
The Supplier agrees (i) to comply with export control regulations related to the Order and (ii) to inform the Customer (a) prior to the Order taking effect, of any export or re-export restrictions affecting the Supplies, particularly regarding dual-use goods and military equipment, and (b) during the performance of the Order, of any changes to such restrictions or the entry into force of any new restrictions affecting the Supplies. 
The Supplier represents and warrants that the Supplies, including their components, are not subject to any restrictions, other than those disclosed to the Customer in accordance with the foregoing, if any.
In the event that the export and/or re-export of the Supplies is subject to obtaining a license, authorization, or approval from a public authority, the Order shall become effective only upon the actual issuance of such license, authorization, or approval. If applicable, the Supplierundertakes to notify the Customer upon receipt. The Supplier shall specify, where applicable, any reservations or conditions that may affect the Customer’s obligations in this regard.
The Supplier shall promptly notify the Customer of the revocation, cancellation, or non-renewal of any license, authorization, or approval relating to the Supplies. In such a case, the Customer may automatically terminate the Order by simple written notice. 
The Supplier shall indemnify and hold the Customer and any third party harmless from any liability and all damages resulting from the Supplier’s failure to comply with any of the obligations and representations described in this section.
Under this Agreement, the Parties agree not to sell, procure, transfer, or re-export to Russia or any third country any of the goods and technologies listed in Annexes XI, XX, and XXXV of European Regulation 833/2014 in its latest effective version, except to the countries listed in Annex VIII of the European Regulation, and, in general, any product or equipment covered by this Order, both during and after its term. Any violation of this provision shall be considered a material breach, entitling the other party to terminate the Order without notice or compensation.

14. Subcontracting—Assignment

14.1 The Supplier may subcontract all or part of the performance of the Order only on the condition that (i) the Supplier has submitted the choice of subcontractor and the subcontractor’s payment terms to the Customer for express and prior acceptance and approval, and (ii) more generally, subject to compliance with French Law No. 75-1334 of December 31, 1975, as amended, regarding subcontracting. The Supplier shall provide the Customer with all required documents, including a copy of the personal and joint guarantee froman approved institution, obtained to guarantee payment of all amounts owed by the Supplier to its subcontractor.
The Supplier undertakes to ensure that its subcontractors comply with the obligations imposed under the terms of the Order. The Supplier remains solely liable,to the Customer, for the proper and complete performance of the Order. Third-party subcontracting is strictly prohibited.
14.2 The Supplier may not assign, contribute, or transfer, in any form whatsoever, to a third party, its rights and obligations under the Order without first obtaining the Customer’s express written authorization. Any authorized assignment shall be the subject ofan amendment to the Order. The same procedure applies to any transaction resulting in a change in the Supplier’s majority control. The Supplier expressly agrees that the Customer may freely assign all or part of its rights and obligations arising from the Order toone of its controlled entities as defined in Article L233-3 of the French Commercial Code.

15. Force Majeure - Unforeseeable Circumstances

15.1 It is expressly agreed that the following are considered cases of force majeure within the meaning of the General Terms and Conditions: those recognized by the case law of the French Court of Cassation pursuant to Article 1218 of the French Civil Code. The obligations of either Party affected by a case of force majeure shall initially be suspended, unless the resulting delay justifies the cancellation of the Order. The affected Party shall promptly notify the other Party of the force majeure event and its probable duration; it shall be required to make every effort to minimize the effects arising from this situation. If the force majeure event persists forfor more than fifteen (15) days, with no possibility ofremedy it, the other Party may terminate the Order without prior notice or compensation owed by either party.
15.2 The Parties, being fully aware of the rights granted to them under Article 1195 of the French Civil Code, accept the risk associated to a change in the circumstances surrounding the Order, and waive all rights arising from said article.

16. Cybersecurity

16.1 In connection with the performance of the Contract, each Party agrees to implement and maintain, throughout the term of the Order, the technical, physical, logical, and organizational measures necessary to secure its own networks and information systems (including, in particular, its own software, its own data, and the data exchanged with the other Party) in order to prevent, detect, and remediate any cybersecurity risk, incident, or vulnerability, and to mitigate itsimpact. The Supplier further undertakes to protect the Deliverables and all items it supplies or makes available to Equans France under the Order against any form of security incident, cyberthreat, vulnerability, and malware. 
16.2 The measures taken by the Supplier to fulfill its obligations set forth in this Article must comply with the European and national legal and regulatory cybersecurity obligations applicable to the Supplier, to thesubject matter of the Order and the items it supplies or makes available to Equans France, as well as the provisions of Equans France’s “IT Security Principles” of Equans France.

17. Governing Law and Dispute Resolution

17.1 The Order is governed exclusively by French law. The application of the Vienna Convention on the International Sale of Goods or any convention that might replace it is expressly excluded.

17.2 In the event of any difficulty regarding the interpretation or performance of the Order, the Parties shall endeavor in good faith to seek an amicable resolution prior to any legal action. To this end, the Parties agree to engage in mediation prior to any legal proceedings by submitting a claim to the following address: médiation-fournisseurs@equans.com. The mediation will be conducted by the Client’s General Counsel for France. No mediation fees will be charged. Mediation must begin within thirty days of a request by either party and conclude within ninety (90) days from the date the matter is referred to the mediator.

17.3 If the dispute cannot be resolved amicably under the terms and within the timeframes set forth above, the dispute may be brought by the Party acting first before the competent courts and tribunals of the Client’s registered office, except in the case of third-party claims, in which case the Client may sue the Supplier directly before the court hearing the dispute