General Terms and Conditions

Unless otherwise agreed in writing between EDF INTERNATIONAL NETWORKS (“EDF IN”) and the Client, the present general terms and conditions (“T&C”) shall govern the relationship of the Parties in respect to the provision of Services by EDF IN to the Client.

1. Definitions

“Client” means the client to the Contract and for which the corporate details appears in the Offer.

“Contract” means the Contract executed between EDF IN and the Client. The Contract includes the following documents:

1. The Offer submitted by EDF IN to the Client and executed by the Client ; and

1. The present T&C.

In case of discrepancy or inconsistency between the provisions of different documents constituting the Contract, priority shall be given to the documents in accordance with their number provided in the above provision.

“Effective Date” means the date of execution of the Offer by both Parties, or, if the Offer is not executed by both Parties on the same date, the date on which it is executed by the latest Party.

“Force Majeure” is defined at the Article 15 of the T&C.

 “Offer” means the document referred to as “Offer-contract”, including inter alia a technical and commercial proposal submitted by EDF IN to the Client, as well as technical specifications as the case may be.

“Parties” means collectively EDF IN and the Client.

“Party” means EDF IN or the Client.

“Services” means the provision of services and/or studies and/or expert reports, as defined in the Offer and to be provided by EDF IN to the Client pursuant to the Contract.

2. General provision  

2.1. Unless otherwise agreed in writing by the Parties, this document shall prevail on any other agreement or previously existing conditions as the case may be. The execution of EDF IN’s Offer by the Client entails Client’s acceptation of the present T&C.

2.2. The Services subject to the Contract are detailed in the Offer submitted to the Client. Such Offer shall be made in writing. EDF IN shall not be bound by any verbal proposal.

2.3. Any modification of the conditions agreed in the Contract as well as any additional requests shall be subject to a written agreement between the Parties.

2.4. Unless specifically agreed in writing by EDF IN, the validity period of the Offer shall be one (1) month from its date of issuance. Beyond that period, EDF IN shall be entitled to reject the Contract or to amend its terms and conditions.

2.5 The Parties have agreed that the general purchasing conditions of the Client are not enforceable against EDF IN.

2.6   The Parties only recognize the Contract and the documents listed above, excluding of trade and conditions mentioned on letters, slips, orders, invoices, general purchasing conditions or other documents as issued by the Client, even with the signature of any employee from EDF IN and/or EDF IN’s stamp.

3. Conditions related to the performance

3.1. Obligations of EDF IN

EDF IN shall implement the necessary resources for the performance of the Services, in compliance with the conditions of the Offer. EDF IN commits to implement its competencies, experience, its care and diligence in compliance with best industry practice. While performing the Contract, EDF IN shall be entitled to sub-contract the performance of the Services to third parties.

3.2. Obligations of the Client

The Client shall assist EDF IN and shall  actively and regularly co-operate with EDF IN for the performance of the Contract.

1.  The Client shall (in due time and free of charges) supply EDF IN with all documentation and information required for the performance of the Services.

• The Client shall provide EDF IN with all necessary assistance for the proper performance of the Services (including but not limited to site access, visas, repatriation, customs clearance).

• As the case may be, the Client shall provide EDF IN, free of charge with the materials and equipment’s required for the performance of the Services (such as desks, telephones, tools). EDF IN shall not be liable for normal wear and tear and/or any damage resulting from a use with due professional care of such material and equipment’s.

4. Planning relating to the performance

4.1. The planning for the performance of the Services is defined in the Offer. The commitments relating to the planning shall be subject to Client’s compliance with its own obligations.

4.2. In case of a delay not exclusively caused by EDF IN or in case of Force Majeure, the above planning shall be automatically extended.

4.3. Unless otherwise agreed in writing, a delay caused by EDF IN may not be as such a ground for termination of the Contract.

5. Price

5.1. Unless otherwise provided in the Offer, the prices are mentioned in Euro and exclusive of taxes. Prices shall remain valid for as long as the Offer itself is valid in accordance with Article 2.4. hereof.

5.2. Prices for Services to be rendered in a continuing performance shall be revised each year on the anniversary date of the Effective Date (or on another date if such date has been defined in the Offer), according to the formula or indexation mechanism contained in the Offer.

6. Payment

6.1. Price for the Services and the payment terms are defined in the Offer.

6.2. Unless otherwise agreed in writing, payments shall be made by telegraphic transfer, thirty (30) days after the date of issuance of the invoice. Bank charges shall be borne by the Client. Bank account to be credited is the following:

EDF INTERNATIONAL NETWORKS
22-30 avenue de Wagram – Paris 8^ème
France
LOCATION : PARIS OPERA (03620)
IBAN:
FR76 3000 3036 2000 0202 0785 643
Bank International Identification (BIC):
SOCIETE GENERALE – SOGEFRPP

6.3.  In accordance with Article 441-6 of the French Commercial code, in case of any delay in payment, a late payment penalty equivalent to an amount calculated on the basis of the European Central Bank rate as referred to its most recent refinancing operation available on the date of the issuance of the invoice, increased by 10 basis points, applied on the amount owed by the Client, per calendar day of delay, shall be due. In addition, the debtor shall pay a fix penalty for recovery costs equivalent to 40 Euros, per late invoice. Delay of payment pertaining to only a single invoice makes all issued and unpaid invoices immediately due, and authorizes EDF IN to temporarily suspend the performance of the Contract until the situation has been cured by the Client.

6.4. In addition, in case an invoice is unpaid on payment date, EDF IN shall have the right, at its own discretion and depending on the circumstances, to either suspend the Contract in accordance with Article 17 hereunder, or to terminate it in accordance with Article 18 hereunder.

6.5. Any complaint or claim made by the Client shall in no event have the effect to delay or suspend a payment.

7. Duration of the Contract

Duration of the Contract as well as conditions for its possible extension shall be defined in the Offer. Otherwise, the Contract shall be deemed to be effective on the Effective Date and to terminate once all Services have been performed by EDF IN and once all amounts due to EDF IN have been paid by the Client.

8. Acceptance of the Services

Services are automatically deemed finally accepted by the Client thirty (30) days after the date of issuance of the last invoice by EDF IN.

The final acceptance may also be in the form of a written acceptance document, such document being executed by the Client.

9. Confidentiality

9.1. EDF IN and the Client shall keep confidential any and all written information, and whatever is the information exchanged between the Parties during the performance of the Services. Parties shall not release or disclose any such information, in whole or in part, in any form whatsoever, to any third party, without having obtained the prior written agreement of the other Party.

9.2. This confidentiality clause shall remain in force during five (5) years after the expiration or termination of the Contract (as the case may be).

9.3. Parties undertake not to use the information provided by the other Party for any purpose other than the performance of the Contract.

9.4. Parties agree to pass on the same confidentiality obligation to their employees and subcontractors, as the case may be, involved in the performance of the Services.

10. Intellectual Property

10.1. EDF IN and the Client remain the owners of any information, knowledge and, more generally, of any intellectual or industrial property, owned by them prior to the Contract, as well as of those generated by either of them independently from the performance of the Contract.

10.2. Any information, knowledge and, more generally, any intellectual and industrial property generated by EDF IN within the performance of the Contract shall be the exclusive property of EDF IN. Should the performance of the Contract results in the development by EDF IN of a knowledge that may be protected by intellectual property rights, the request for protection is exclusively carried out on behalf and at the expenses of EDF IN.

10.3. Unless agreed in writing by the Parties, provision of Services and transmission of documents during the performance of the Contract shall in no event constitute a sale or a license of any and all intellectual or industrial property rights, or a right to re-use whole or part of the know-how implemented within the framework of the Contract.

11. Non Solicitation Clause

11.1 The Client shall not hire, directly or indirectly, any EDF IN personnel dedicated to the performance of the Services.

11.2 Without prejudice to further damages and without the need for prior notice, in case of breach of the above provision by the Client or any company affiliated to the Client, the Client shall immediately pay to EDF IN a penalty equivalent to 10.000 Euros per breach notified by EDF.

12. EDF IN’s Liability

12.1. EDF IN performs the Services through a general obligation of means.

12.2. EDF IN shall not be liable for any indirect and/or any immaterial damages (including but not limited to loss of income, loss of contracts, loss of profit, damage to corporate image or brand) whatever the period, origin and cause of such damage is suffered by the Client. It is agreed that the non-availability of the network is an indirect damage and fall as such within the scope of the exclusion from the present Article 12.2.

12.3. Under the Contract, EDF IN acts as a consultant only. As such, EDF IN cannot be liable regarding the use that the Client, – being a professional – will exploit the Services. In this respect, EDF IN makes no warranty, express or implied, including without limitation, any implied warranty of merchantability or fitness for a particular purpose regarding the Services performed under the Contract.

12.4. EDF IN shall not be liable for any damage resulting from actions, negligence, failures, errors, incomplete documents, information and data provided under the Contract, or resulting from omissions, by the Client, its agents, employees, sub-contractors or from a third party.

12.5. The maximum total aggregated liability for EDF IN to the Client shall NOT in any event exceed the amount (taxes excluded) received by EDF IN from the Client in respect to the performance of the Contract.

12.6. In any event, EDF IN cannot be held liable if no claim has been formally sent by the Client to EDF IN further to a six (6) months period starting after the acceptance of the Services. In case a default in the Services performed is objectively noticed during the above-mentioned period, EDF IN will proceed, at its own costs, to additional Services in replacement to the deficient Services, unless it can demonstrate that its liability cannot be triggered.

12.7. The Client, as well as his insurer, hereby waive any right of recourses, and shall indemnify and hold EDF IN harmless against all and any claims brought by any third party, beyond the overall cap on liability provided herein above.

12.8. If the Contract provides with performance penalties and/or liquidated damages, the same shall be sole and exclusive remedy from any other compensation that the Client could claim in this respect.

12.9. Unless otherwise provided in writing, EDF IN is only required to achieve the Services defined in the Offer and cannot be considered as a prime contractor, constructor, manufacturer and/or a supplier.

13. Client Liability

The Client shall indemnify and hold EDF IN entirely harmless, excluding immaterial and indirect damages, for any death, loss of property, bodily injury, property damage, litigation, lawsuit and/or claim from a third party, including but not limited to, legal fees and legal costs, suffered or incurred by EDF IN and arising out from any reprehensible act, negligence or breach of the Contract made by the Client or any persons under Client’s authority.

14. Insurances

14.1. EDF IN shall subscribe and keep in force during the performance of the Services a public liability insurance policy (professional and towards third parties) covering damages and losses of all kind that could arise from the performance of the Services.

14.2. The Client shall subscribe and keep in force during the performance of the Services a third party liability insurance policy in case its liability for a damage would be triggered during the performance of the Contract. The Client shall provide evidence of such insurance policy upon EDF IN first request.

15. Force Majeure

15.1. None of the Parties shall be liable for failure to perform its obligations hereof if this failure is due to a Force Majeure event.

15.2. The following events shall be considered as Force Majeure event: strikes, transports failures, disaster or any unforeseeable event beyond the control of any of the Parties, including but not limited to events such as serious political crisis, coup, local and/or internationals restrictions related to pandemic, lock-down, revolutions, attacks, armed conflicts, that a Party may not reasonably avoid or overcome in whole or in part and which prevents it from performing its obligations.

15.3. If the event of Force Majeure is equivalent to least three (3) months, any of the Parties may terminate the Contract in whole or in part in accordance with Article 18. All the Services already performed before the occurrence of the Force Majeure event shall be paid to EDF IN by the Client. The Force Majeure shall have no consequence on payment obligations.

15.4. If a Force Majeure event occurs, the time schedule for the performance of the Services shall be automatically extended by a period of time corresponding to the duration of the Force Majeure event. The Party claiming an event of Force Majeure shall send a notice to the other Party within the shortest possible period of time after its occurrence, detailing the reason, the foreseeable consequences and the probable duration of the Force Majeure. This Party shall take all reasonably possible measures to mitigate the effect and the duration of the event of Force Majeure.

16. Change during performance Any change regarding the content of the Services or regarding the time schedule during the performance of the Contract shall be subject to a prior written agreement of the Parties in respect to the description, the financial consequences and the conditions of performance related to the Contract.

17. Suspension

17.1 In case of payment default on payment date, EDF IN shall be entitled to suspend the performance of the Contract by sending a registered notice with confirmation of delivery to the Client. The suspension shall be effective from the date of issuance of the notice until the payment of all outstanding amounts pertaining to the invoices as well as the costs incurred by the suspension together with the late payment penalties as per Article 6.3. The suspension by EDF IN shall not be constitute of a ground for termination of the Contract and shall not give right to any compensation to the Client.

17.2. Subject to justified legitimate reasons, the Client shall be entitled to suspend the performance of the Services. The Client shall then be liable towards EDF IN for financial consequences of such a suspension. Should the suspension is longer than three (3) months, EDF IN shall have the right to terminate the Contract in accordance with Article 18. Any Services already performed before the suspension shall then be paid by the Client to EDF IN.

17.3. The time schedule for the performance of the Services shall be automatically extended by a period of time corresponding to the duration of the suspension including any consequences that this suspension may have caused.

18. Termination

In the event of failure by one of the Parties to perform its obligations hereof, the other Party shall be entitled to terminate the Contract without compensation by sending a registered notice with delivery confirmation thirty (30) days after written notification to the defaulting Party of its default with a request to cure the situation. The termination shall be automatically effective fifteen (15) days after sending the above-mentioned registered notice. Any Service already performed before the termination shall then be paid by the Client to EDF IN.

19. No waiver

The absence of implementation by any of the Parties of an article from the Contract shall not constitute a waiver of the right available to that Party under such article.

20. Applicable law – Disputes

20.1. The present T&C and the Contract as a whole shall be governed by the Laws of France.

20.2. Unless otherwise agreed in writing by the Parties, all disputes arising out of or in connection with the interpretation, existence of performance of the Contract, which cannot be settled amicably within one (1) month following a written notice by a Party to the other regarding the occurrence of a dispute, shall be settled by Paris (French Republic) Commercial Court (Tribunal de Commerce de Paris).

21. Language

Unless otherwise agreed in writing, the Contract is drafted in English language, which is the authentic language for all matters relating to the meaning or interpretation of the said Contract.

22.  Compliance

The Client, its shareholders, its directors, its managers and its employees, in the course of their business relationship with EDF IN:

• are familiar with the national or local legislation in respect of the fight against corruption, money laundering and the financing of terrorism applicable to the business relationship with EDF IN, in particular the United Nations Convention against Corruption of 9 December 2003, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997  (“Provisions”);

• commit to comply with the applicable Provisions and not to perform any action that would cause the Client, together with EDF IN, to be in violation of one of these Provisions;

• are not listed on international sanctions lists, including but not limited to these established by the European Union, the United States, Her Majesty Treasury, the United Nations and France;

• have not and will not engaged in any transaction, business relationship or other contractual relationship with any person, entity or country in violation of international sanctions  established by the European Union, the United States, Her Majesty Treasury, the United Nations United Nations, France or any other competent authority;

• have not and will not offer(ed) to any third party, without right, at any time, directly or indirectly, any undue remuneration or offers, promises, gifts, presents or advantages of any kind, with a view to obtaining that third party that he/she performs or refrains from performing, or because he/she has performed or refrained from performing, an act of his activity or function or facilitated by his activity or function, in violation of its legal, contractual or professional obligations;

• are not under any administrative or criminal investigations for any violations of any laws and regulations related to corruption, money laundering, terrorism financing or tax fraud. Otherwise, the subject of the investigation(s) and its consequences shall be detailed in a separate document;

• have and will report(ed) to EDF IN any conflict of interest;

have not and shall not use the relationship with the EDF Group to conceal the origin or destination of illegally obtained resources and to finance directly or indirectly illegal activities, including activities subject to sets of national or international sanctions.