GENERAL TERMS AND CONDITIONS

1. ORDERS. This Order consists of the cover pages, these General Terms and Conditions, and designated Exhibits and Addenda. Supplier agrees to the Order by executing the Order, performing Work, or engaging in any conduct that recognizes the Order. Any provision of Supplier’s documents that adds to or conflicts with the Order is null and void. The term of this Order will begin on the effective date specified in the cover pages or, if no date is specified, upon Supplier’s agreement to the Order, and will continue until the earliest of: (i) the expiration date set out in the Order; (ii) completion and acceptance of the Work; or (iii) Purchaser’s notifying Supplier of early termination of the Order. Any reference in any Exhibit to “North Atlantic”, “NA”, “User”, “Buyer”, or substantially similar term means Purchaser, and any reference in any Exhibit to “Contractor”, “Seller”, or substantially similar term means Supplier, unless an Exhibit has otherwise been modified in accordance with this Order. As used in these General Terms and Conditions, the term “Order” means this Order. In addition, the following are definitions of terms used in this Order:

• (a) “Affiliate” means North Atlantic France or any entity that, directly or indirectly, controls, is controlled by, or is under common control with North Atlantic France, with ‘control’ having the meaning set forth in Article L. 233-3 of the French Commercial Code.
• (b) “Goods” and “Services” mean goods or services, respectively, provided under this Order.
• (c) “Purchaser” means the Affiliate issuing this Order.
• (d) “Supplier” means the party responsible for performing this Order.
• (e) “Work” means Goods or Services or both.

2. PAYMENT. Invoicing is set forth in the cover pages. Payment is due 60 days from the date the invoice and supporting documents required by Purchaser are issued. In the event of late payment, Supplier will be entitled to charge late payment charges on overdue amounts at an annual rate equivalent to three (3) times the official interest rate as well as an indemnification (allowance) for collection expenses of fourty (40) euros.

3. TAXES. Supplier will pay all taxes imposed against Supplier or its property or required to enable Supplier to perform the Order. Supplier will exclude from the price, and separately itemize on invoices, taxes that Supplier is legally responsible for collecting from Purchaser. Supplier will include all other taxes in the price. In addition to the price, the Supplier shall have the right to charge VAT unless Purchaser furnishes legally valid statements from which an exemption from taxation is apparent. Supplier will indemnify and hold Purchaser harmless from any liability resulting from Supplier’s noncompliance with this paragraph.

4. TITLE. Unless otherwise specified in the Order, title to Goods passes to Purchaser upon any payment therefor by Purchaser or upon delivery to Purchaser’s premises or other site designated by Purchaser, whichever occurs earlier. Unless otherwise specified in the Order, risk of loss or damage to Goods passes to Purchaser upon delivery to Purchaser’s premises.

5. QUALITY AND WARRANTIES.

• (a) Supplier represents and warrants that Services will be performed with:
  • (i) all necessary registrations and licenses,
  • (ii) in a competent and professional manner,
  • (iii) in accordance with the Order, and
  • (iv) free from deficiencies.
• (b) Supplier further represents and warrants that Goods will be:
  • (i) new,
  • (ii) with clear title,
  • (iii) in conformance with Purchaser’s specifications,
  • (iv) adequately packaged,
  • (v) fit for their usual purpose,
  • (vi) of at least ordinary quality if not customized,
  • (vii) consistent with agreed samples or models, and,
  • (viii) for one (1) year from the date of delivery, free from defects or deficiencies without excluding any other legal warranty.
• (c) Upon notification from Purchaser during the warranty period, Supplier will at Supplier’s cost:
  • (i) promptly correct any deficiencies in Services,
  • (ii) promptly repair, replace, or refund payment for non-conforming Goods – at Purchaser’s option, and
  • (iii) for repaired, replaced, or corrected Work, provide the same warranties as for the original Work.
• (d) Supplier will use its best efforts to ensure that all warranties from suppliers or manufacturers are assigned or otherwise made available to Purchaser and will deliver to Purchaser a copy of such warranties.
• (e) Supplier will promptly notify Purchaser of any change in manufacturing material or technique affecting the quality of Goods. Supplier may not substitute goods or impose extra charges unless authorized in writing by Purchaser.
• (f) Work is subject to Purchaser’s inspection and acceptance. Purchaser will at all times have access to Work, and Supplier will provide facilities for access and inspection by Purchaser or its representatives. Purchaser may reject, or revoke acceptance of, non-conforming Work. If Purchaser holds Goods not accepted, it does so at Supplier’s risk. If Supplier so instructs, Purchaser will return these Goods at Supplier’s expense. Payment of an invoice does not constitute inspection and acceptance of Work.

6. INDEPENDENT CONTRACTOR. Supplier is an independent contractor responsible for controlling and supervising its personnel and equipment and is not the agent or employee of Purchaser. Neither Supplier nor its employees are entitled to participate in or receive benefits from any employee benefit plan sponsored by Purchaser or any of its Affiliates. Individuals provided to perform Services under an Order are not considered “regular employees” or “non-regular employees” of Purchaser or any of its Affiliates for purposes of plan participation.

7. PURCHASER’S PREMISES. Supplier will ensure that safety, security, and related requirements for property owned or controlled by Purchaser (“Work Site”) are followed in performing an Order. Purchaser may change safety and health requirements, including those in Exhibit G, by oral or written notification to Supplier without complying with any other provision on giving notice. Supplier will inspect the Work Site and ensure that its personnel use personal protective equipment and work practices necessary to achieve workplace safety.

8. SAFETY DATA SHEETS. Supplier will provide all applicable Safety Data Sheets (SDS) upon or before the initial shipment, or with respect to updates, the first shipment after the update. Supplier will send SDS and updates to each of Purchaser’s receiving locations.

9. MANAGEMENT OF WASTE. When performing the Services, the Supplier and its subcontractors shall be responsible for the appropriate management of waste in accordance with applicable legal requirements. In particular, but without this being exhaustive, Supplier and its subcontractors shall use techniques aiming to reduce the production and the toxicity of the waste.

• (a) Solid waste. Supplier and its subcontractors shall implement sorting at source of solid waste and, without limiting the foregoing, shall separate packaging, hazardous waste and nonhazardous waste. Throughout the performance of Services, the Supplier and its subcontractors shall use all means necessary to avoid the production of leachate waters from waste or confine such.
• (b) Liquid waste. Supplier shall use the appropriate techniques to ensure that any liquid waste generated is collected, including leachate waters. The liquid and solid waste collected shall be disposed of at the Supplier’s expense in accordance with current regulations to networks or aggregation centres duly authorised for such waste. Supplier shall enrich the packaging waste in accordance with Articles R 543-66 et seq. of the French Environment Code. For other waste, Supplier shall comply with the precedence for the processing of waste given in Article L541-1 of the Environment Code. For hazardous waste, Supplier must obtain a Preliminary Certificate of Acceptance (PCE) from the disposal contractor. Disposal shall take place using a contractor approved for transporting waste. When waste is considered as hazardous (verification possible with the assistance of Purchaser’s hazardous substances safety adviser and those of the Supplier and the carrier), any handling or transportation of this waste must take place in compliance with the ADR Decree (Decree of 1 June 2001 on the transport of hazardous goods by road) and in particular Article 5 relating to the various operators’ tasks. Should hazardous waste be produced, the Supplier shall prepare the Hazardous Waste Tracking Document (BSDD) in accordance with current regulations and shall send a copy of the document to the Purchaser, indicating the processing that the waste has undergone. The Supplier shall ensure that the chain of operations for the collection/transport/disposal is traceable. The Purchaser reserves the right to carry out unannounced audits concerning the choice of transporters, disposal contractors and shipping documentation. Supplier shall indemnify and defend Purchaser against, and hold Purchaser harmless from, any claim, demand or action from any third party arising from non-compliance by Supplier or its subcontractor(s) with the regulations relating to the management of waste or non-compliance with the contractual provisions in this regard.

10. LIABILITY TO THIRD PARTIES. Each party is fully responsible to third parties for its negligence and strict liability. Except as provided elsewhere in this Order, nothing in this Order is intended to impair a party’s contribution and indemnity rights under law with respect to third party claims.

11. GROSS NEGLIGENCE AND WILLFUL MISCONDUCT. Despite anything in this Order to the contrary, each party is fully responsible for gross negligence or willful misconduct of its managerial and senior supervisory personnel and is not entitled to a release or indemnity from the other party for this conduct.

12. RESPONSIBILITY FOR PROPERTY

• (a) Supplier releases and indemnifies Purchaser from liability for loss of or damage to:
  • (i) Supplier’s and subcontractors’ tools, equipment and rented items used in performance of the Work, and
  • (ii) any other property of Supplier, subcontractors or Purchaser while in Supplier’s control before delivery to the Work Site, EVEN IF THE LOSS OR DAMAGE RESULTS IN WHOLE OR PART FROM PURCHASER’S NEGLIGENCE.
• (b) Except as provided in subsections (a)(i) above and (c) below, Purchaser releases and indemnifies Supplier from liability for loss of or damage to Purchaser’s and Supplier’s property at the Work Site EVEN IF THE LOSS OR DAMAGE RESULTS IN WHOLE OR IN PART FROM SUPPLIER’S NEGLIGENCE. Purchaser’s property covered by this subsection (b) includes an oil or gas reservoir related to the Work Site and the hole(s) used for drilling or producing that is intended to reach this reservoir.
• (c) Purchaser does not release Supplier, and Supplier is solely responsible for:
  • (i) loss or damage that is covered by Supplier’s insurance, is within Supplier’s deductible or self-insured retention, or occurs after performance of the Order,
  • (ii) loss of money or securities or unexplained or mysterious disappearance of property in Supplier’s control, and
  • (iii) theft of property by Supplier, subcontractors and their employees.

13.INSURANCE

• (a) Supplier will maintain normal and customary insurance coverage, including any excess or umbrella liability policies. Supplier may not require its subcontractors to purchase additional insurance beyond their normal and customary coverage.
• (b) Supplier’s liability, excess, and umbrella insurance policies except employer’s liability will:
  • • (i) cover Purchaser and Affiliates as additional insureds for liability including their negligence, if any, in connection with Supplier’s Work; and
  • (ii) be primary as to all other policies including any deductibles or self-insurance coverage. Supplier’s insurers will have no rights of recovery – i.e., they fully waive subrogation – against Purchaser and Affiliates, but Supplier does not have to purchase additional insurance for this purpose.

14. INSURANCE AND INDEMNITY REFORMATION. If insurance or indemnity provisions exceed allowable limits under law, such provisions are amended to conform to such limits.

15. CONFIDENTIALITY. “Confidential Information” under the Order means all technical and business information that is (i) made available to Supplier, directly or indirectly, by Purchaser or Affiliates, (ii) developed or acquired by Supplier in performance of an Order, or (iii) provided by Purchaser or Affiliates in contemplation of placement of an Order. Supplier will hold in confidence all Confidential Information. Supplier may not use Confidential Information for any purpose other than proposal development or performance of the Order. Purchaser accepts no obligation of confidence with respect to items acquired or information disclosed, no matter how labeled, to Purchaser by Supplier unless provided for in a separate, written confidentiality agreement. In the absence of any confidentiality agreement, Supplier may not place any restrictive notices on any information, no matter the form of its recording, that Supplier provides to Purchaser hereunder and Purchaser is authorized to remove or disregard any such notices placed on information by Supplier in violation of this provision. Supplier may not take any photographs, videos, or other recordings of Purchaser’s or Affiliates’ property without Purchaser’s prior written consent.

16. OWNERSHIP OF DOCUMENTS. All tracings, drawings, field notes, requisitions, purchase orders, specifications, computer programs (data files and other software in whatever form), and other documents, records, and materials, whether written, audio, or video, developed by Supplier in connection with any Order (“Documents”) will be the sole property of Purchaser. Supplier will provide the original and all copies of the Documents to Purchaser when Work is completed or earlier upon Purchaser’s written request. Supplier may, with the prior written approval of Purchaser, retain one archival copy of Documents. Supplier hereby assigns, agrees to assign in the future as necessary, in the sole opinion of the Purchaser, and will require its employees and subcontractors to assign, the copyrights in all Documents to Purchaser.

17. OWNERSHIP OF INVENTIONS. If Supplier or its personnel make any inventions, discoveries or improvements (collectively, “Inventions”) patentable or unpatentable, resulting from Supplier’s activities hereunder, Supplier will promptly disclose those Inventions to Purchaser in writing. Inventions covered in this Sub-Section will include those conceived during the term of the Order between Purchaser and Supplier and within one (1) year thereafter. Further, Supplier hereby assigns each such Invention to Purchaser or Purchaser’s designee. Supplier also will require its employees to review and execute such papers as Purchaser or Purchaser’s designee requests in connection with any assignment and in connection with the acquisition of letters patent, domestic and foreign, on any Inventions.

18. OTHER INTELLECTUAL PROPERTY MATTERS. For purposes of this Section, “Intellectual Property Right” means any patent, trademark, copyright, trade secret, or other proprietary right of a third party. Supplier warrants and represents that the Work, materials and articles, in the form delivered to Purchaser, including any labels or trademarks affixed thereto by or on behalf of Supplier, are free from any claim of a third party for infringement or misappropriation of an Intellectual Property Right. Supplier will defend at Supplier’s expense and indemnify and hold Purchaser and Affiliates harmless against any and all expenses, liability or loss from any claim or lawsuit for alleged infringement or misappropriation of any Intellectual Property Right resulting from the manufacture, sale, use, possession or other disposition of any Work, materials, or articles furnished by Supplier under the Order. Supplier’s responsibility to indemnify Purchaser and Affiliates will include, without limitation, payment of penalties, awards, and judgments; court and arbitration costs; attorney’s fees and other reasonable out-of pocket costs incurred in connection with such claims or lawsuits. Purchaser or an Affiliate, as applicable, may, at its option, be represented by counsel of its own selection, at its own expense. Supplier may not consent to an injunction against any of Purchaser’s or an Affiliate’s operations, the payment of money damages, the granting of a license or the parting of anything of value by Purchaser or an Affiliate with respect to resolution or settlement of any claim or lawsuit.

19. SOFTWARE. If Goods are provided with embedded or included software or firmware – whether created by Supplier or a third party – that is not covered by the Ownership of Documents Section, Supplier grants to Purchaser a perpetual and irrevocable right to use the software in connection with use of the Goods. This right is extendable to any person or entity permitted by Purchaser to use the Goods and is fully transferable in connection with any sale or other transfer of the Goods. If access to or use of the software or firmware requires Purchaser to “accept” terms and conditions through use of “click-wrap”, “shrink-wrap” or any other means, Purchaser may “accept” in order to access or use the software or firmware. However, such terms and conditions will be of no force or effect, and Purchaser’s use rights will be governed solely by the Order. Embedded or included software or firmware is treated as “Goods” under the Order for all purposes.

20. USE OF TRADEMARKS. Supplier will not, without the prior written consent of Purchaser, use any name, trade name, or trademark of Purchaser or its Affiliates except as necessary to perform an Order.

21. SUBCONTRACTORS. Supplier may not use subcontractors to perform Work without written permission from Purchaser. Supplier will be responsible for Work performed by its subcontractors and for compliance by subcontractors with all requirements of the Order to the same extent as when Work is performed by Supplier’s own forces.

22. LIENS. Subject to the provisions of Law No 75-1334 of the 31 december 1975 (action directe des sous-traitants) and any other mandatory Law applicable in France, Supplier will ensure that its employees, subcontractors, and subcontractor’s employees do not affix any claims or liens upon or against Purchaser’s real or personal property. Supplier will indemnify, defend, and hold Purchaser harmless from these claims and liens. If requested, Supplier will furnish Purchaser with full releases of claims and liens on forms satisfactory to Purchaser. Purchaser may require Supplier to post a bond, at no cost to Purchaser, to remove these claims or liens. Alternatively, Purchaser may discharge or remove these claims or liens by bonding, payment or other means, all of which are chargeable to Supplier along with attorney’s fees and costs.

23. FORCE MAJEURE. “Force Majeure” means an occurrence beyond the reasonable control and without the fault or negligence of the invoking party, which such party is unable to prevent or protect against by the exercise of reasonable diligence. However, a subcontractor failure does not constitute Force Majeure unless the failure is caused by an event of Force Majeure and alternative sources are unavailable to meet the need. Financial hardship does not constitute Force Majeure. A party will not be in default to the extent it is unable to perform because of Force Majeure. A party invoking Force Majeure will: (a) immediately notify the other party; (b) make every effort to remedy the cause of nonperformance, except a strike, and (c) resume performance as soon as possible. Force Majeure shall not be a cause of termination of the Agreement.

24. GOVERNING LAW AND DISPUTE RESOLUTION. The Order will be governed by the laws of France and all disputes on the interpretation or execution of the Order will be interpreted under French law without reference to its principles of conflict of laws and without reference to UN Convention on Contracts for International Sale of Goods and the Vienna Convention on International Sales. Supplier and Purchaser hereby acknowledge and submit to the sole and exclusive jurisdiction of the Court of Court for Economic Activities of Paris.

25. COMPLIANCE WITH LAW. Supplier agrees and will secure agreement by its Subcontractors to comply with all laws and regulations applicable to the Order. Supplier acknowledges that Purchaser and its Affiliates are or may be subject to the laws of the United States, which generally prohibit them from receiving goods or services from countries or parties that are subject to United States (U.S.) and European Union (EU) sanctions [or goods that transit such sanctioned countries]. Supplier agrees and will secure agreement by its Subcontractors that neither it nor its Subcontractors will provide any goods or services under this Order, or take or refrain from taking any other action under this Order, that would reasonably be expected to cause an entity subject to U.S. jurisdiction to violate or be subject to fines or penalties under any U.S. or EU law or regulation, including any U.S. economic sanctions, antiboycott, or export control laws and regulations. Supplier further acknowledges that goods, software or technology that it receives from Purchaser or its Affiliates under this Order may be subject to the export control laws and regulations of the EU, the U.S., and/or other jurisdictions. Supplier agrees and will secure agreement by its Subcontractors that neither it nor its Subcontractors will directly or indirectly transfer, export or reexport such goods, software or technology to any country, entity or other party in violation of any applicable law or regulation, including the deemed export of technology by disclosure to individuals who are not permitted by applicable law or regulation to receive it. Notwithstanding anything in this Order to the contrary, the Order shall not be interpreted or applied so as to require Procurement, Purchaser or Supplier to do or to refrain from doing anything which would constitute a violation of, or result in a loss of economic benefit under, United States anti-boycott and other export laws and regulations by it or its ultimate parent entity.

26. BUSINESS STANDARDS. Supplier will conduct its activities in an ethical manner and will not engage in any activity that could create a conflict of interest, such as making, receiving, or offering substantial gifts, entertainment, payments, loans or anything else of value to personnel or representatives of Purchaser or their families or any individual for the purpose of influencing those persons to act contrary to Purchaser’s best interests. Supplier will provide complete and accurate financial documentation to Purchaser.

27. AUDIT. Supplier will preserve documentation related to the Order for three years after completion of the Order. Purchaser may audit Supplier’s compliance with the Order and Supplier will provide Purchaser access to Supplier’s documentation, personnel and facilities in support of any such audit and will permit Purchaser to reproduce any of the documentation. Supplier will cause any subcontractors to preserve documentation and allow Purchaser to audit to the same extent. Purchaser will bear its own costs to perform an audit, but will not be liable for Supplier’s or subcontractor’s costs resulting from an audit.

28. DEFECTIVE WORK AND SUBSTITUTION OF SUPPLIER

• 28.1.Defective work The Purchaser may require the Supplier to correct immediately, in terms satisfactory to the Purchaser, any deficiency in the Work performed under this Contract. Upon notification of this deficiency, the Supplier undertakes to immediately provide, at its own cost, additional Work to correct the deficiencies.
• 28.2 Substitution of Supplier If the Purchaser believes that the Supplier at any time either during Work execution, does not provide the work force, supervision, tools, equipment or materials necessary for the prompt execution of the Work or if the Supplier commits any breach of its contractual obligations or lack of care for the realization of services, the Purchaser may, without prejudice to any other remedy, replace the Supplier itself and realize all or part of the remaining Work to be performed or have them carried out by another supplier. In the event that the Work would be completed by the Purchaser and/or Affiliate or by another supplier, the sole obligation of the Purchaser is to pay the Supplier subject to the provisions of the Order reducing or suspending the payment an amount equal to the lesser of :
  (1) Percentage of all amounts due, corresponding to the percentage of services performed by the Supplier under the Order, or
  (2) the lump sum price of the Order after deducting all costs and expenses incurred by the Purchaser and/or Affiliate to complete the Work. Without limiting the foregoing, if the Purchaser exercises this right, the Purchaser or the person designated by it shall have the right to use all or part of the tools and equipment of the Supplier based on the work site, by paying the Supplier reasonable rent for the use of these tools and facilities during their period of use. The Purchaser or the person designated to return the Supplier upon completion of work. These tools and equipment must be in the same condition as they have been received by the Purchaser, normal wear and tear excepted. In no event shall the Company will not be engaged in any capacity in respect of the Supplier or subcontractors, whether including fees, payment claims, damages, damages for loss consequential or otherwise, or for the payment of unrealized Work.

29. SUSPENSION AND TERMINATION. Purchaser may suspend the Order by written notice or, for safety reasons, by oral notice. Either Company or Supplier may terminate the Order (i) at any time and for any reason by written notice six months before the termination of the Order or (ii) in the event of breach of essential obligations as stated in articles 4,5,7,8,9,10,11,12,13,15,16,21,23,25,26,27,38,39 of the General Terms and Conditions upon unsuccessful written notice to the other party. In case of suspension or termination, Purchaser will then pay Supplier only for Work performed, obligations already incurred in reliance on the Order that cannot be terminated, and direct suspension or termination costs that have been pre-approved by Purchaser. Supplier will promptly resume Work if authorized by Purchaser. Purchaser is not liable to Supplier or its subcontractors for loss of earnings or other claims or expenses not specified in this paragraph. Termination or suspension of projects and turnarounds beyond 6 months: if the termination or suspension occur within 12 months before execution, The Purchaser will endeavor to award a volume equivalent of work to the Supplier in the following 3 years. This work could be an order for a Project, a turnaround or the award of a routine maintenance agreement in a unit of the Affiliate.
30. ILLEGAL INFORMATION BROKERING. Supplier warrants and represents that it has not used, and will not use, confidential information of others or illicit influence such as illegal information brokering in connection with this Order. Supplier will promptly notify Purchaser if anyone approaches Supplier for the purpose of illegal information brokering concerning this Order.

31. PRECEDENCE. An Order takes precedence over Agreement terms for the Order only to: (i) modify Work or pricing, but not to increase a firm or a “not-to-exceed” price; (ii) add additional Work and pricing for this Work; (iii) modify shipping and delivery procedures; (iv) modify the payment period, or (v) add, modify, or replace Exhibits E, G, H, I or N. Items (ii) through (v) apply only to written Orders. If there is a conflict between an Exhibit and the General Terms and Conditions, the General Terms and Conditions will govern, provided that the terms of Exhibit Q, if attached, will govern over these General Terms and Conditions and other Exhibits. Exhibit DP, if attached, will govern over these General Terms and Conditions and other Exhibits with respect to Protection of Personal Data

32. ASSIGNMENT. Supplier may not assign the Order without Purchaser’s prior written approval. In the event of assignment of the Agreement, Company shall be released from such obligations on the date of the transfer of the said Agreement.

33. THIRD PARTY BENEFICIARIES. Any Affiliate receiving the benefits of Services provided by Supplier, directly or indirectly, is a third party beneficiary entitled to all rights under the applicable Order as if the Affiliate were Purchaser.

34. SEVERABILITY; SURVIVORSHIP; WAIVER; HEADINGS. If any provision of the Order becomes legally invalid or unenforceable, that provision will be treated as omitted; all other provisions will remain in full force and effect. The warranty, confidentiality, indemnification, allocation of liability, and other provisions that by their nature continue survive the Order. No waiver of a right or default is effective unless in writing, and a waiver does not apply to any subsequent right or default. The headings in the Order are not intended to construe the provisions of the Order.

35. USE OF PURCHASER’S TOOLS AND EQUIPMENT. Purchaser might exceptionally loan or furnish tools or equipment to Supplier as an accommodation for use in connection with Work. Such tools or equipment will be provided on an ‘as is, where is’ basis without warranty or representation as to their condition or fitness for any particular purpose. Supplier agrees to inspect the tools and equipment and make its own determination that they are adequate for the performance of Work, and to return the tools and equipment to Purchaser in as good condition as when received, ordinary wear and tear excepted.

36. DATA INTEGRITY. Contractor will be accountable for the integrity of any test or measurement data, including its generation, recording, reporting and retention, provided by Contractor, its agents or any subcontractors to Buyer or any third party on behalf of Buyer. Contractor will ensure that:

• a) measurement activities and information reporting are complete, accurate, and timely;
• b) specified industry standard test methods and instrumentation calibration procedures are used without modification, unless that modification has been approved by industry standard(s) and/or Buyer;
• c) a quality assurance system is in place for any laboratory facility involved to deter, detect and correct the generation and communication of incorrect data, and this system includes maintenance and calibration of measurement instruments; and
• d) personnel involved in testing and measuring will be trained in data generation and management.

Contractor will use a self-assessment system to ensure the requirements above are being met and to resolve all problems found in the assessments. Upon Buyer’s request, Contractor will provide written documentation substantiating its compliance with the requirements of this Clause.

37. ACCESS TO PURCHASER SYSTEMS AND PURCHASER INFORMATION

• (a) General. Supplier will access and use Purchaser’s or any Affiliate’s IT hardware, software, network, telecommunications systems and/or user identification codes (“Purchaser Systems”) solely for the performance of Work under an Order and only in compliance with all security and control requirements provided by Purchaser. Supplier shall ensure that its access to Purchaser’s data, messages, and/or transactions (“Purchaser Information”) is solely for the same purpose and in accordance with such requirements.
• (b) Access Rights. Supplier shall ensure that only individuals who require access to perform the Work and agree to comply with this Clause will access Purchaser Systems and Purchaser Information. Supplier will notify Purchaser of each individual requiring access to perform Work and will inform Purchaser when such individual no longer requires access. If Supplier becomes aware of any actual unauthorized use or breach of this Clause regarding the Purchaser Systems / Information, Supplier will immediately report the same to Purchaser. Purchaser may deny access to any Purchaser Systems / Information at any time. Purchaser may terminate the access rights granted herein in whole or in part at any time and for any reason whatsoever or for no reason, in Purchaser’s sole discretion. Supplier’s access to and use of Purchaser Systems is provided solely for Purchaser’s purposes and Supplier has no right or expectation of privacy relating to such access or use. To the extent permitted by law, Purchaser may log and monitor access and use of Purchaser Systems at any time without notice.
• (c) Use Restrictions. Without prior written approval from Purchaser, Supplier will not:
  • (I) disclose or share use of any user access codes or passwords associated with the performance of Work or store or maintain user access codes or passwords in a manner which may allow any other user to gain access thereto;
  • (II) access or attempt to access Purchaser Systems / Information that the individual is not authorized to access, or compromise or disable or attempt to compromise or disable any security protocols or devices on Purchaser Systems or associated with Purchaser Information;
  • (III) access, copy, transmit, alter, remove or manipulate (e.g., create, read, email, send, execute, encrypt, decrypt, delete, destroy, modify, reverse engineer, replicate) Purchaser Systems / Information unless specifically included in the scope of work for performance of the Work;
  • (IV) create, copy, load or install any software or data onto Purchaser Systems;
  • (V) connect any equipment, any wired or wireless transmission or reception device, any storage device, or any other device or equipment, to Purchaser Systems without access authorization;
  • (VI) place into Purchaser Systems / Information any program which (i) replicates, transmits, or activates itself without control of a person operating IT equipment on which it resides, (ii) alters, damages, or erases any data or software without control of a person operating the computing equipment on which it resides, (iii) contains any software routines or components designed to permit unauthorized access or to circumvent Purchaser’s security restrictions or (iv) contains any features that were not specifically designed to allow unauthorized access, but which would nevertheless allow such unauthorized access; or
  • (VII) take any other action that may compromise the security or operation of Purchaser Systems.
• (d) Remote Access. Where a remote connection to Purchaser Systems is provided to Supplier, Supplier shall comply with the following additional requirements:
  • (I) Supplier shall notify Purchaser of any changes or problems that may impact Purchaser Systems.
  • (II) If there is an information security incident or security breach that may impact Purchaser Systems or Information, notification of the incident/breach will be made to Purchaser promptly, but no later than twenty four hours from confirmed incident/breach.
  • (III) Supplier shall protect Purchaser Systems and Information from theft, physical damage, and unauthorized access.
  • (IV) Supplier will employ “least privilege” security principles in order to limit the number of support staff that have access to Purchaser’s data.
  • (V) Supplier shall maintain a traceable one-to-one relationship between the computer/device and network address used to access Purchaser Systems / Information (e.g., single IP address per computer / device).
  • (VI) Supplier shall not monitor or record network traffic for the purpose of capturing Purchaser Information (e.g., with network packet analyzers, line monitoring equipment, “sniffers”).
  • (VII) Supplier shall use up-to-date measures to protect against transmission of viruses, malware, and malicious code to Purchaser Systems. Supplier shall maintain network control points (e.g., firewalls, ACLs, etc.) to minimize cyber threats to Purchaser Systems. Supplier shall also consider including intrusion detection systems in order to minimize cyber threats to Purchaser Systems.
  • (VIII) Housing of Purchaser network equipment on any non- Purchaser party’s premises shall be properly secured and restricted to authorized personnel only.
  • (IX) If Supplier accesses Purchaser Systems in a public location (e.g., airport, bus, taxi, restaurant), Supplier will take sufficient measures to ensure that no Purchaser Information is visible to third parties. Supplier accessing Purchaser Systems via public / personal location(s) will take sufficient measures to ensure network connectivity is via a secure network (e.g., VPN client and/or secured WiFi).
  • (X) Supplier shall limit its business use of Purchaser’s data and network connectivity to Purchaser’s Systems / Information as specified within this Agreement by the Purchaser.

38. CLANDESTINE LABOUR
38.1 French Suppliers

• a. In accordance with the French Labor Code (Art. L 8222-1 et D 8222-5), at the conclusion of each Order of a value at least equal to 5.000 € and every six (6) months until full performance of the Order, Supplier shall provide Purchaser, in order to complete the Work provide the Services or perform a commercial act, with:
  • i.a document, less than six (6) months old, from a social security government body empowered to collect social security contributions certifying that Supplier has provided all the necessary social security declarations and paid social security contributions in accordance with article L 243-15 of the French Social Security Code. Purchaser ascertains the authenticity of this document with the social security government body empowered to collect social security contributions.
  • ii.when the Supplier is required to be registered with the Companies and Commercial Register, or the Register of Crafts, or is a member of a regulated profession, one of the following documents:
    • 1. certified copy of the Registration on the Companies and Commercial Register (K or K(bis));
    • 2. the identification card delivered by the particular Register of Craft;
    • 3. a cost estimate, advertisement or professional correspondence, stating the official Supplier’s name, complete address and registration number on the Companies and Commercial Register or the Register of Crafts, or any other professional list or reference to an authorization delivered by the relevant authority;
    • 4. for Suppliers in the process of registering, the receipt for filing the initial declaration with the official formalities center.
• b. In accordance with the French Labour Code (Art D 8254-2), Supplier shall provide, upon signature of each order of a value at least equal to 5000 € and every six (6) months during its performance, a list of the names of foreign employees employed by Supplier specifying for each of them: their hiring date, citizenship and the type and number of work permit mentioned by Art L 5221-2. The list shall be established from the Personnel Registry (“Registre Unique du Personnel”).
• c. In accordance with the French Labor Code (Articles L 1262-4-1 and R1263-12-1) , if Supplier uses for the execution of Service , direct or indirect subcontractors accepted by the Company or temporary work agencies, established abroad and seconding employees into France, Supplier shall provide to Company , before the secondment of employees starts, documents proving that these direct or indirect subcontractors or these temporary work agencies have fulfilled obligations described in § I of Article L 1262-2-1 of the French Labor Code (acknowledgement of receipt of the declaration of secondment of foreign employees sent to the relevant labor inspector based on location of Service performance).
  The above documents and certifications must be in French or in a foreign language with a French translation.

38.2 Foreign Suppliers

• • (a) In accordance with the French Labor Code (Art. L 8222-1 et D 8222-7) at the conclusion of each Order of a value at least equal to 5.000 €, and every six (6) months until its completion foreign Supplier shall provide Purchaser, in order to complete the Work, provide the Services or perform the commercial act, with: i.In every case, the following documents:
    • 1. a document mentioning its individual identification number attributed in application of article 286 ter of the French General Tax Code concerning VAT; if the foreign Supplier is not required to have such a number, a document indicating the name and address of the Supplier’s designated tax representative in France;
    • 2. a document certifying the legality of the social security status of the Supplier pursuant to EC Regulation 883/2004 dated April 29, 2004 or under an international social security treaty, and in countries where Supplier registration domiciliation legislation provides it, a document from the government body in charge of the mandatory social system certifying that Supplier has provided all the necessary social declarations and paid social contributions or an equivalent document, or a document certifying that Supplier has provided all the necessary social declarations and paid social security contributions in accordance with article L243- 15 of the French Social Security Code. In this latter case, Purchaser ascertains the authenticity of this document with the social security government body empowered to collect social security contributions.
  • ii.When registration in a professional registry is required in the Supplier’s foreign country, one of the following documents:
    • 1. a document issued by the foreign authority maintaining the registry or an equivalent document certifying registration;
    • 2. a cost estimate, advertisement or professional correspondence, stating the official Supplier’s name, complete address and the type of registration list where the Supplier is listed ;
    • 3. for Suppliers in the process of registration, a document, dated less than six (6) months ago, from the authority maintaining the registry attesting that a request for registration has been filed.
• (b) In accordance with the French Labour Code (Art D 8254-3), if Supplier seconds employees for the performance of the order in France, Supplier shall provide, at the conclusion of the order of a value at least equal to 5000 € and every six (6) months during its performance, a list of names of foreign employees requiring a work permit mentioned in art L 5221-2, specifying for each of them, their hiring date, their citizenship and the type and number of work permit. The above documents and certifications must be in French or in a foreign language with a French translation.
• (c) In accordance with the French Labour Code (Articles L 1262-4-1 and R1263-12-1), if Supplier seconds employees into France for the performance of the Agreement , under the conditions mentioned in articles L 1262-1 and L 1262-2 of the French Labour Code, Supplier shall provide to the Company, before the secondment of employees starts , documents proving that Supplier has fulfilled both obligations described in § I and II of Article L 1262-2-1 of the French Labour Code (acknowledgement of receipt of the declaration of secondment of foreign employees sent to the relevant labor inspector based on location of Service performance and designation of a Supplier representative in France in charge of the connection with the Labor inspector and other supervisory agents). If Supplier uses for the execution of Service, direct or indirect subcontractors accepted by the Company or temporary work agencies, established abroad and seconding employees into France, Supplier shall provide to Company , before the secondment of employees starts, documents proving that these direct or indirect subcontractors or these temporary work agencies have fulfilled obligations described in § I of Article L 1262-2-1 of the French Labor Code (acknowledgement of receipt of the declaration of secondment of foreign employees sent to the relevant labor inspector based on location of Service performance).
• (d) In accordance with the French Labour Code (Articles L 1262-4-1 § III) if Supplier seconds employees into France for the performance of the Agreement , under the conditions mentioned in articles L 1262-1 and L 1262-2, Supplier shall provide to the Company, before the secondment of employees starts , either documents proving that Supplier has paid fines mentioned in articles L1263-6, L1264-1, L1264-2 and L8115-1 of French Labour Code, or a declaration certifying that the Supplier has not been fined under such articles.

39. APPROVAL PROCEDURE FOR SUBCONTRACTORS. The Services shall be carried out by Supplier alone or by subcontractors approved in advance by Purchaser and for which Purchaser shall have approved the payment terms. Supplier shall provide Purchaser with a list of all subcontractors used to provide the Services. No approval shall release Supplier from any of its obligations arising from this Order. Supplier shall be liable to Purchaser for the Services provided by subcontractors in the same way as if it had performed them itself. Supplier shall ensure that any contracts with its subcontractors contain provisions which comply with and are at least as restrictive as the provisions stipulated by law or by this Order. No provision of this Order may be considered as creating a contractual relationship between the Purchaser and the subcontractor, or between Purchaser and the Supplier’s personnel or its subcontractors.

40. PERFORMANCE OBLIGATION AND EXECUTION OF THE CONTRACT. The Supplier is bound to obligation to perform in accordance with this Order. Should checks after acceptance of Goods or Services reveal that such performance was not achieved, the Supplier shall take the necessary steps to achieve this performance, as soon as possible, without being able to claim any increase in the price or compensation of any kind, without prejudice to Purchaser’s option to claim damages. Article 1195 of the French Civil Code does not apply to this Agreement.

41. CHANGES, AMENDMENTS AND ENTIRE AGREEMENT. An Order may only be changed or amended in a writing either (i) issued by Purchaser and accepted by Supplier through performance or (ii) signed by both parties.. Purchaser may revise the requirements for Work at its sole discretion. If Purchaser revises any such requirements, Purchaser will issue a change order provided such change affects (i) Supplier’s costs for performing Work, or (ii) the time required for performing Work. Changes resulting from Supplier’s non-compliance with the Order will not be subject to change orders. The Order constitutes the entire agreement between Supplier and Purchaser, and it supersedes all prior negotiations, representations or agreements, either oral or written, related to the Order’s subject matter. Without limiting the foregoing, no “click-wrap”, “click-through”, “browse-wrap” or other terms that Purchaser may be required to “accept” to access a Supplier website will have any force or effect.

42. DECLARATION. In line with article L. 441-6, I Code Français du commerce, Company and Supplier declare General Terms and Conditions of the Supplier have been the starting point of Contract negotiation. After reviews, it has been agreed to finalize the Contract on General Terms and Conditions of the Company that Supplier recognize to have accepted. Supplier acknowledge having received all necessary and completing information and has been able to provide all comments relating to this Agreement.

43. PERSONAL DATA PROTECTION. Each Party will process the personal data of the natural persons on the basis of its legitimate interest and for the purpose of ensuring the maintenance of the contractual relationship. Each Party will treat and protect the personal data, including implementing appropriate administrative, technical, physical organizational and operational safeguards and other security measures designed to protect the personal data to ensure compliance with any applicable data protection legislation, including any applicable laws that may restrict the cross-border transfer of such personal data. Neither Party shall knowingly place the other Party in breach of any requirements of law or other valid legal or regulatory process. When required by applicable law, each Party shall promptly notify the other of any unauthorized processing, theft, loss, use, disclosure, damage or acquisition of or access to any personal data (data security incident) affecting the personal data of the other Party.

Informational notice in relation to Purchaser’s Vendor activities

Purchaser processes personal data, including personal data received from Vendor and its representatives, in accordance with Purchaser’s privacy policy and applicable law. The relevant privacy policy can be found here: https://northatlantic.fr/legal-pages/declaration-relative-a-la-protection-des-donnees-personnelles-2/

PERSONAL DATA PROTECTION.

• a) Each party shall comply with applicable data protection laws when processing any personal data disclosed by the other party.
• b) Informational notice in relation to Purchaser’s Vendor activities Purchaserprocesses personal data, including personal data received from Vendor and its representatives, in accordance with Purchaser’s privacy policy and applicable law. The relevant privacy policy can be found here: https://northatlantic.fr/legal-pages/declaration-relative-a-laprotection-des-donnees-personnelles-2/