Frame Agreement

FRAME AGREEMENT
BETWEEN
FAIVELEY SA [TO BE MODIFIED ACCORDINGLY]
Limited company with a capital of 14,404,711 Euros, whose head office is located at 143, boulevard
Anatole France, Carrefour Pleyel, 93200 Saint Denis, France.
Registered under SIRET no. B 323 288 563 00162 - RCS Bobigny,
Represented by Mr. ......................... in his capacity as .............................,
Hereafter named "the BUYER",
AND
XXXX,
Company ............................................. with a capital of ............................... Euros, whose head

office is at
............................................................................................... registered in the Corporate and Trade
Register of ......................................... under the number B ..........................
Represented by Mr. ......................... in his capacity as .............................,
Hereafter named "the SUPPLIER",
The Buyer and the Supplier are hereinafter collectively named the "Parties" and individually named
a "Party".
ACHATBT.DOC 08/06/98 1/25

CONTENTS
ARTICLE 1: DEFINITIONS
ARTICLE 2: SUBJECT
ARTICLE 3: ORDERS
ARTICLE 4: CONTRACT DOCUMENTS
ARTICLE 5: TENURE OF THE CONTRACT
ARTICLE 6: GENERAL UNDERTAKING OF SUPPLIER
ARTICLE 7: CONTRACT PRICE
ARTICLE 8: CONDITIONS OF PAYMENT
ARTICLE 9: BANK GUARANTEE
ARTICLE 10: DEADLINES
ARTICLE 11: PENALTIES
ARTICLE 12: HYGIENE AND SAFETY
ARTICLE 13: ABIDANCE BY THE LEGISLATION - QUALITY ASSURANCE
ARTICLE 14: INSPECTIONS
ARTICLE 15: DELIVERY
ARTICLE 16: ACCEPTANCE
ARTICLE 17 TRANSFER OF OWNERSHIP AND RISKS
ARTICLE 18: WARRANTIES
ARTICLE 19: EQUIPMENT AND SPARE PARTS
ARTICLE 20: INDUSTRIAL AND INTELLECTUAL PROPERTY
ARTICLE 21: CONFIDENTIALITY
ARTICLE 22: COMMUNICATIONS BETWEEN THE PARTIES
ARTICLE 23: CLAIMS
ARTICLE 24: FORCE MAJEURE
ARTICLE 25: TERMINATION/RESCISSION
ARTICLE 26: RESPONSIBILITIES - INSURANCES
ARTICLE 27: TRANSFER – SUBCONTRACTING
ARTICLE 28: CONDUCT AND ETHICS - COMMISSIONS
ARTICLE 29: APPLICABLE LAW – DISPUTES
ARTICLE 30: PUBLIC RELEASE OF INFORMATION
ARTICLE 31: NO WAIVER
ARTICLE 32: LANGUAGE
IT IS SET FORTH BEFOREHAND THAT:
• The Supplier is a professional specialized in the field of manufacturing of..........................
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• After taking cognizance of Buyer’s requirements, the Supplier announced that it was in a position
to meet with these needs insofar as observance of time frames as well as the levels of quality,
performance and reliability sought by the Buyer were concerned in order to fulfil its obligations.
THIS HAVING BEEN SET OUT, THE PARTIES AGREED UPON THE FOLLOWING:
ARTICLE 1. - DEFINITIONS
“Affiliates” :
designates a company whose more than 50% of the shares are owned by the Buyer or by a
company which owns itself more than 50% of the shares of the Buyer
“Customers”
designate any customer that shall use the Equipment and purchase the Products from the Buyer
“Delivery Note”
Designates the document attesting that the Equipment was supplied and delivered to the Buyer or its
service providers in accordance with the terms of the Contract, without prejudice to the receipt of the
said Equipment.
“Acknowledgment of Receipt”
Designates the document attesting that the Equipment that was supplied and delivered on the Buyer’s
request is in accordance with the terms of the Contract.
“Contract”
Designates the present blanket order agreement between the Buyer and the Supplier, including its
Annexes as well as any subsequent amendment to the Contract with prior agreement and written
Parties.
“Date of the Contract”

Designates the date on which the Contract is signed by both the Parties.
“Equipment”
Designates all the equipment that the Supplier must provide and as described in the Contract
Documents set forth in article 4.
“Parts”
Designates the component parts of the Equipment.
“Tests”
Designates the list of the operating and performance tests as provided in the Contract, or failing this,
jointly agreed upon and in writing between the Buyer and the Supplier.
“Installation”
Designates the On-site implementation phase of the Equipment by the Supplier, or one of its service
providers, as per the indications of each Order.
“Delivery”

Designates the delivery of the Equipment or Parts on the Site indicated in the Order. Delivery does
not include Commissioning.
“Commissioning”
Designates the phase consecutive to the Delivery, materializing the Tests and verification of proper
operation of the Equipment with respect to the Specifications as defined in the Contract Documents
set forth in article 4
“Order”
Designates any purchase order document handed over to the Supplier by the Buyer during the tenure
and within the scope of the Contract
“Performances”
Designates the performances that the Equipment will have to reach, as they have been defined in the
Contract Documents set forth in article 4.
“Contract Price”
Designates the price payable by the Buyer to the Supplier by virtue of the Contract, with reference to
Annex 2 "Price Schedule" and the Order in return for proper full and complete fulfilment by the
Suplier of its contractual obligations.
“Rejection”
Designates the decision for rejection taken by the Buyer in the case wherein the Equipment would
not be in accordance with the Contract Documents set forth in article 4.
“Good Practices”
Designate the good practices applicable to Supplier’s profession.
“Representative”
Designates any duly authorized staff member of the Buyer or any other qualified person, duly
authorized by the Buyer .
“Site”
Designates the places indicated in each Order and in which the Equipment will be delivered,
installed and commissioned.
“Technical Specifications or Specifications”

Designates the attached document in Annex 1 defining the functional characteristics of the
Equipment as well as the reliability and performance levels of the Equipment.
“Delivery date”
Designates the date of delivery in the Site mentionned in the Buyer’s Order
“Delivery time”
Designates the completion period by which the Supplier commits itself for the Delivery of the
Equipment or the realization of the Services, according to the Order send by the Purchaser to the
Supplier.
“Documentation”
Designates all documents, whatever the support (paper, magnetic, etc.) having to be given by the
Supplier to the Buyer for this Contract and/or the Orders, like any other documents agreed upon
between the Parties, during the execution of this Contract and/or the Orders.

“Reliability”
Designates the Equipement or Parts capacity to fill the defined requirements for reliability as defined
in the Contract Documents set forth in article 4
“First Article Inspection” or “FAI”

Designates detailed controls carried out on first Equipments or Parts manufactured under the
standard conditions of production, i.e. with a stabilized and released process.
“Services”
Designates all after sales activities to be supplied by the Supplier under the Contract.
1.1 The terms mentioned hereinabove mentioned in the singular also stand for the plural, and
vice versa according to the context.
1.2. The heading of the articles and paragraphs are inserted to only facilitate the reading, and
could be used in no manner to interpret the terms of the Contract.
1.3 The Preamble makes up an integral part of the Contract.
ARTICLE 2 - SUBJECT
2.1 This Contract defines the conditions and modalities according to which Supplier agrees, during
the duration of the Contract :
- to develop assemble, manufacture, test and deliver the Equipment or Parts;
- to provide the Services;
- to assist the Buyer with the assembly and integration of the Equipment in the railway cars or
locomotives.
The Supplier acknowledges this Contract may benefit to any other Affiliates of the Buyer which
may be entitled to issue Orders to the Supplier in accordance with this Contract.
2.2 The Equipment must comply in every respect with the Specifications and Performances and
with the other provisions of the Contract. They must be manufactured in accordance with the
quality assurance requirements as defined in Article 13.
2.3 The Contract is a blanket order agreement and does not in itself constitute a purchase order or an
obligation for the Buyer of issuing purchase orders. However, the conditions of the Contract
will apply to all the Orders for Equipment as defined in Article 3 which will be placed by the
Buyer with the Supplier during the tenure of the Contract.
2.4 The Supplier will systematically hold informed the Buyer and will make him benefit throughout
all this Contract from all the technical and technological innovations developed by him allowing
to improve the characteristics and performances of the Equipment (in particular in terms of
quality, costs, delivery and manufacturing lead times), subject to prior written consent and
validation by the Buyer.
2.5 Nothing contained in this Contract shall be so construed as to create a partnership or joint
venture of any kind or to constitute either party to be the agent of the other and neither party
shall be responsible for any obligations entered into by the other party.

ARTICLE 3 - ORDERS
3.1 The Orders will be issued by the Buyer as and when needed in accordance with the model
attached in Annex 4 of the Contract and will in particular specify at least the reference, quantity,
price, incoterm, the date and adress of delivery,place of receipt of the Equipment, adress of
invoicing.
The Orders issued by the Buyer will constitute the sole purchase undertakings on its part and must
refer to the Contract.
3.2 The Supplier undertakes to acknowledge receipt of each Order by means of an acknowledgment
of Order complying with the model attached in Annex 5 issued latest within three (3) working
days after the receipt of the Order.
During the entire tenure of the Contract, the Supplier cannot refuse an Order which has been
placed in accordance with the Contract.
ARTICLE 4 – CONTRACT DOCUMENTS
4.1 The contractual relations between the Buyer and the Supplier are governed by the following
documents:
1° - the special conditions of each Order
2° - the present document
3° - the following annexes:
Annex 1: Specifications
Annex 2: Price Schedule & Cost breakdown
Annex 3: Reference time frames
Annex 4: Order model
Annex 5: Order Acknowledgment model
Annex 6: Bank Gurantee for performance
Annex 7: Quality Assurance specifications
Annex 8: Acceptance Procedure
Annex 9 : Escrow agreement
Annex XXX : Major changes after Acceptation
Annex YYY : Contact Matrix
4° - the general purchasing conditions of the Buyer set forth in the back of Orders.
4.2 In case of inconsistency or discrepancy between several contract documents, these documents
will take precedence in the order in which they have been listed out hereinabove.
4.3 The contract documents listed out hereinabove make up the totality of the agreement between
the Parties in consideration of its objective and replace and cancel all previous declarations,
negotiations, undertakings, verbal or written communications, acceptance, understandings and
agreements between the Parties, pertaining to the same objective.
It is expressly stipulated that the general sale conditions of the Supplier or any other similar
document, enacted or regularly used by the Supplier, are not applicable to the Contract.

4.4 The Contract can only be modified by an amendment signed by the qualified representatives of
both the Parties. In particular, no tolerance or inaction on the part of one of the Parties can be
interpreted as a waiver of its rights in the terms of the Contract.
4.5 In the case wherein one or several of the provisions of the Contract or an Order were to be or
were to become null, illegal, ineffective or inexpedient in any manner whatsoever, the validity,
legality or the application of the other provisions of the Contract or the concerned Order will not
be affected or altered in any manner therefrom.
In such an event nonetheless, the Parties agree to consult with each other and to put everything
in place so as to incorporate a new clause in the Contract or the concerned Order with the
purpose of reaffirming the mutual will of the Parties as expressed in the initial clause, and this
being so, in abeyance of the legal provisions and applicable regulations.
ARTICLE 5 - TENURE OF THE CONTRACT
5.1 Notwithstanding anything contained herein, the Contract will come into effect as of the date of
its signing by the Parties. It is entered into for a period of three (3) years i.e until
DD/MM/YYYY.
On the expiry of this period, it can be possibly renewed or extended by mutual agreement
between the Parties, this agreement requiring to be compulsorily enacted in an amendment
signed by the qualified representatives of both the Parties.
The Supplier shall be deemed to have accepted the Order if it is neither acknowledged nor
rejected within five (5) work days from receipt of the Order.
5.2 The Orders issued prior to the date of expiry of the Contract will be executed by Supplier
notwithstanding the coming to term of the Contract.
5.3 The Parties expressly acknowledge that no allowance or compensation of some nature that it
either will not be due by any of the Parties in the event of failure to renew of this Contract.
ARTICLE 6 – GENERAL UNDERTAKING OF SUPPLIER
6.1 The Contract was concluded in consideration of the competence and expertise of the Supplier.
The Supplier undertakes by way of obligation of result, to assemble, mount, manufacture, test,
provide the Services and deliver the Equipment and, generally speaking, to execute the entirety
of its obligations within the scope of the Contract, including during the warranty period, in such
a manner that the requirements of the Buyer can be met with at all times.
6.2 The Equipment will comply in every respect with the Specifications, Performances and French
and European legal and statutory obligations, fit for the usage that they are meant for in
accordance with the terms of the Contract.
The Supplier declares that it has ensured under its responsibility, prior to the signing of the
Contract, of the accuracy of the information contained in the Specifications and verified that the
specifications do not contain errors, omissions and/or contradictions and are compatible with the
observance of Good Practices as well as quality, performance, availibility and continuity related

imperatives requested by the Buyer. It cannot, in any case, cite the Specifications for freeing
itself from the whole or a part of the responsibilities that it is bound to.
6.3 The Supplier, within the scope of its advisory obligation, is deemed to have acquired the
Buyer’s requirements and proposed to the Buyer any variants, in particular in the choice of the
materials and techniques which would appear to it to be of a nature allowing them to fit the
Equipment to the Specifications and requirements defined by the Buyer in a better manner as
well as optimize the operational usage conditions of the Equipment by the Buyer within the
scope of this Contract.
6.4 The Equipment will include only materials, components and products that are new and of a
quality fitting the contractual requirements.
6.5 The Supplier declares that it has perfect cognizance of the destination of the Equipment and that
it holds all the necessary information on the other equipment, and systems with which the
Equipment will be connected to.
6.6 The Supplier must strictly comply with the instructions and written guidelines of the Buyer
within the limitation of the obligations placed under its responsibility by the Contract.
Insofar as the Supplier would consider that some of these instructions or guidelines are not
compliant with the stipulations of the Contract or the concerned Order, it will have to notify the
same in writing to the Buyer within a period of fifteen (15) days starting from the date of
communication to the Supplier of the concerned instruction or guideline. Failing such a
notification, the instructions or guidelines of the Buyer will be considered to comply with the
stipulations of the Contract and/or the concerned Order.
The Supplier must impose on each of its own subcontractors within the framework of the
Contract, the same level of undertakings and obligations by way of the service provisions which
come within their responsibility respectively. It should be expressly provided in the purchase or
supply contracts signed by the Supplier with third parties within the scope of performance of the
Contract that the obligations arising therefrom will be able to be directly beneficial to the Buyer.
6.7 After First Article validation Inspection by Buyer, the Supplier is not entitled to make changes
to any of the Equipment without the Buyer’s prior written notification. The Supplier shall use its
best efforts to notify the Buyer of any change at least ninety (90) days prior to the effective date
of the change. The Buyer shall then notify the change to the Customer who may accept or not
the changes. In case the changes are rejected by the customer, the Buyer reserves the right to
continue to order the former approved Equipment until new approval is granted.
6.8 During the term of this Contract, tThe Supplier will achieve cost reductions of 5% each year for
the Equipment supplied to the Buyer. This could be achieved through a joint engineering
development programme. This will include, but not be limited to process, lead-time, technical
developments and materials supplied. Changes to process and material must be approved by the
Buyer before changes are implemented. The introduction of approved improvements will not be
unreasonably withheld by the Buyer.
ARTICLE 7 – CONTRACT PRICE

7.1 The Contract Price owed to the Supplier in return for the entirety of the obligations incumbent
on the Supplier in the terms of the Contract is determined on the basis of the tariffs indicated in
Annex 2.
The Contract Price is an aggregate, lump sum, firm and non revisable price. It is expressed
exclusive of value added taxes, in Euros.
The Contract Price is deemed to include all the expenditures and restrictions resulting from the
fulfilment of the Contract.
7.2 The Supplier declares that it has ensured the appropriate and sufficient nature of the Contract
Price prior to the signing of the Contract.
7.3 The Supplier is wholly liable to bear all taxes, duties or stamp charges, customs expenditure in
France or in any other third country linked to the manufacturing, Delivery of the Equipment,
Parts and Services
7.4 In a general manner, during the entire tenure of the Contract, the Supplier undertakes to make
the Buyer benefit from the best price granted to other clients of the Supplier, under comparable
technological environment, performance as well as volumes of order related conditions.
The Buyer shall have the right, at its own expense, to, by itself or by a third party designated by
it, ,to audit the Supplier’s premises and inspect the Equipment at the Supplier’s manufacturing
factory at least once a year but also challenge costs savings plans and to witness the best price
condition accordingly.
ARTICLE 8 - PAYMENT TERMS AND CONDITIONS
8.1 [...] of the Contract Price will be paid by the Buyer after the issuance of the Delivery Note,
on presentation of the invoice for the amount due established in accordance with Article 8.4.The
balance amount [...] of the Contract Price will be paid […] months after the issuance of the Delivery
Note, on presentation of the invoice for the amount due established in accordance with Article 8.4.
8.3 In case of insufficiencies and/or defects affecting the Equipment, the Buyer will have the right
to suspend the whole or a part of the payment due to the Supplier at any point of time, including
on service provisions not resulting from the Contract, till the correction or removal of the
insufficiencies or defects noticed.
Moreover, the Buyer will be entitled to retain on any amount due to the Supplier, any amount
owed by the Supplier within the scope of the Contract (penalties for delay, damages and
interests, service provisions carried out at the Supplier’s expense, risks and perils, etc.).
8.4 The Supplier’s invoices, drawn up in three copies, must be sent to the invoincing address
indicated on the Order. They must be compulsorily accompanied by all the supporting
documents necessary for the verification of the bona fide nature of their contents.
They must contain the complete references of the Order as well as its specific number. The same
invoice can refer only to a single Order.
8.5 No payment can be considered as being tantamount to technical acceptance of the Equipment by
the Buyer.

8.6 The payment of compliant invoices will be made by bank transfer on the 15th of the month
following the expiry of a period of one hundred twenty (120)forty five (45) days after the end
of the month of receipt of the invoice , all invoice received after the 25th will be considered
received the following month.
8.7 The Buyer reserves the possibility of compensating any credits which are certain, effective and
enforceable that it might have on the Supplier with any sums that it might owe the latter within
the scope of the Contract and of any of the Orders placed within the scope of the Contract.
ARTICLE 9 – BANK GUARANTEE
9.1 The Supplier undertakes to submit to the Buyer at the time of signing of the Contract, an
irrevocable and unconditional bank guarantee conforming to the model attached in Annex 6
issued by a leading French bank for an amount of ...................... EUR.
The objective of this guarantee is to guarantee proper fulfilment of all the obligations of the
Supplier with respect to the Contract, including those related to the guarantee period mentioned
in Article 18.
9.2 In the case wherein, in the course of performance of the Contract, the volume of the Orders
were to exceed ....Equipment, the Supplier undertakes to issue at the time of placement of each
new Order over and above the above mentioned threshold, a new bank guarantee drawn up as
per the model in Annex 6 amounting to...................... % of the Contract Price exclusive of taxes
of the said Order.
9.3 The Buyer will discharge each bank guarantee after expiry of the guarantee period related to the
last Equipment delivered within the scope of the Contract, except for breach of the Supplier of
its obligations.
9.4 In case of collection on the bank guarantee, on any grounds whatsoever, the Supplier must
immediately reconstitute it to the extent of the initial amount.
9.5 If the Supplier does not abide by the obligations of the present Article 9, it exposes itself to the
application of the measures provided in Article 25.1
ARTICLE 10 - DEADLINES
10.1 The time frames for execution are defined in each Order and will meet with the reference
time frames defined in Annex 3.
The time frames for execution are imperative and constitute for the Buyer one of the essential
conditions of the Contract, without which it would not have entered into the contract taking into
account its own imperatives within the scope of its project.
10.2 The Supplier undertakes to immediately inform the Buyer of any delay or chances of delay
likely to affect the fulfilment of its service provisions and supplies. It will have to bear the costs
of all useful arrangements to be made in order to make up for the delays noted that it is
responsible for and to comply with any measures recommended to it by the Buyer in order to
speeden up its service provisions and supplies such as reinforcement of its staff strength in
charge of the execution of the Contract.

10.3 Only the Force Majeure events notified to the Buyer within the time frame mentioned in
Article 24 can give rise to extension of deadlines.
10.4 In the case wherein the Buyer were to decide to postpone the Delivery dates of the whole or a
part of the Equipment, the latter will be kept by the Supplier under material conditions of
storage suitable to guarantee them against any damage.
The Supplier will bear the expenses related to the storage and insurance of the Equipment free-
of-cost for nine (9) months starting from the last scheduled Delivery date.
On expiry of this period, the Supplier and the Buyer will together examine all the provisions
that will then be suitable to be adopted for ensuring proper preservation of the Equipment and
the payment of the storage and insurance expenses arising therefrom.
ARTICLE 11 – PENALTIES
11.1 Penalties for delay
11.1.1 In case of the Supplier’s delay with respect to one of the deadlines allotted to it, the Supplier
will be liable to penalties for delay, without the need for any prior notification, the Supplier
having been considered as having been notified by the very occurence of the contractual date.
It is expressly agreed between the Parties that these penalties for delay are applied on a
contractual stand-by basis and that their amount was determined without any relationship with
the amount of the prejudice that the delay could cause to the Buyer.
11.1.2 The penalties for delay will be calculated at the rate of 1% of the Contract Order Price
exclusive of taxes of the concerned Order per working day of delay with respect to the
exceeded contractual date.
11.1.3 The application of penalties is independent of the other measures that the application of the
Contract can give rise to, in particular the termination thereof and/or obtaining of damages and
interests.
The penalties are independent of one another and, can therefore accumulate.
The penalties can never be considered as lump sum redress for a damage suffered by the
Buyer.
11.1.4 The amount payable for penalties for delay will be deducted from any amount owed to the
Supplier and/or paid by the Supplier to the Buyer if the amounts owed to the Supplier are
insufficient for covering the penalty amount.
11.1.54 The fact that the Buyer has not exercised his right to apply penalties immediately
upon the occurence of a delay does not for all that mean that it renounces this right.

11.1.6 Any delay by the Supplier exceeding two (2) weeks with respect to the execution deadlines
fixed in Article 10 could moreover give rise to the application of the sanctions provided in
Article 25.1
11.2 Penalties for Quality Non-conformity
a) Non-conformity detected during Acceptance tests
In case of detection of non conformity during Acceptance tests as defined in the paragraph 16.3, a
penalty of one thousand Euros (1000 Euros) shall be applied on the Supplier for covering the
expenses of the Buyer for the next five (5) acceptances.
b) Non-conformity detected after Delivery
These non-conformities are notified to the Supplier through a repair order or a non-conformity form
(NCR).
Any failure for which the Supplier is hold responsible after the appraisal of the incriminated
Equipment shall be invoiced at a rate of two hundred Euros (200 Euros) for processing each
non-conformity. The maximum limit shall be ten percent (10%) of the Contract Order Price.
11.3 Penalties for Non Reliability
The reliability objectives (MTBF – Mean Time Between failure) are defined in the Technical
Specifications.
The reliability performance of the Equipment shall be measured with reference to a maximum
failure rate as defined in the Technical Specifications.
A failure is defined as an event leading to the loss of function of the Equipment.
If the rates measured exceed the objectives (X, Y and Z), defined in the Technical Specifications, the
following penalties shall be imposed on the Supplier:
Overshooting the objective from zero (0) to thirty percent (30%): penalty of half percentage (0.5%)
per month of the amount of concerned Equipment.
Overshooting the objective by more than thirty percent (30%) and limited to sixty percent (60%):
penalty of one percent (1%) per month of the amount of concerned Equipment.
Overshooting the objective by more than sixty percent (60%): the Buyer reserves the possibility of
terminating the Contract and/or the concerned Order if the Parties do not agree on an action
plan for remedying the non reliability problems within a reasonable time period .
ARTICLE 12 - HYGIENE AND SAFETY
12.1 Each time that the Contract will require its on-site intervention, the Supplier must accept all
the responsibility for ensuring the safety of its entire staff. It must abide by the applicable

hygiene, safety related rules and must see to the fact that its staff members abide by the same
as well. It undertakes to make agreements pertaining to hygiene and safety related rules which
might be imposed by the law.
12.2 The Supplier must indemnify and furnish guarantee to the Buyer in case of violation of the
legislation and regulations applicable in the matter of hygiene and safety committed by the
Supplier, its subcontractors or people placed under its control, in connection with the
Equipment, right from the time the responsibility of the Buyer is implicated owing to an act,
negligence or omission of the Supplier or its subcontractors or people placed under its control.
ARTICLE 13 - ABIDANCE BY THE LEGISLATION – QUALITY ASSURANCE
13.1 The Supplier undertakes to design and manufacture the Equipment in accordance with good
Good practices Practices and in abeyance of legal obligations and regulations in force as of the
date of the concerned Order, as well as of the standards and specifications enacted by the
competent authorities.
13.2 The Supplier is liable to put in place and manage a quality system meeting with the
specifications of ISO 9001 standard or, failing this, ISO 9002 standard or of any other
equivalent standard, approved by the Buyer, in order to ensure full and complete compliance
of the Equipment with the Specifications.
13.3 The Supplier undertakes to provide within a time period of ......... (........) working days starting
from the Date of the Contract, a Quality Assurance Plan, whose form is to be approved by the
Buyer and which must abide by the Quality Assurance Specifications figuring in Annex 7 of
the Contract. The above mentioned Quality Assurance Plan indicates the manner in which
control and quality procedures will be applied to the Contract.
ARTICLE 14 - INSPECTIONS
14.1 Inspections
14.1.1 The Buyer reserves the right, for itself and/or its Representative, to inspect and to proceed
with the necessary Tests on the whole or a part of the Equipment at any manufacturing stage,
and to reject at this stage the whole or a part of the Equipment which were deemed to be non
compliant with the Specifications or the Quality Assurance Plan of the Supplier. A period of
five (5) days is granted to the Supplier prior to any inspection of this kind.
14.1.2 For the purposes of the above mentioned inspection, the supplier will authorize the Buyer
and/or its Representative to have access to the totality of the premises where the
manufacturing of the Equipment takes place and to provide the Buyer and/or its
Representative with control devices, test apparatus as well as the services or documentation
that would be reasonably necessary.
14.1.3 The totality of the plans and specifications and information will be communicated at the
appropriate time to the Buyer prior to the inspection, in order to allow its engineers to take
perfect cognizance of the Equipment, prior to their inspection and/or testing.

14.1.4 The Supplier will make sure, as far as possible, that the Buyer and/or its Representative enjoy
the same rights that the Buyer has with respect to the Supplier with any supplier or
subcontractor of the Supplier.
14.1.5 The rights of the Buyer, in application of the present Article 14, can in no manner whatsoever
interfere with its other rights, nor exempt the Supplier of its obligation to deliver the
Equipment or of any other responsibility or obligation arising from the Contract.
14.2 Audits
14.2.1 The Representative of the Buyer in charge of the Quality Assurance will have access, as
much as required, to the entirety of the manufacturing sites as well as to the inspection and
tests registers, in order to verify that Quality Assurance and inspection procedures have
effectively been implemented during the entire execution period of the Contract.
14.3 Test equipment:
14.3.1 When the test equipment will be provided by the Supplier within the scope of an Order, the
calibration certificates of the said equipment, in accordance with the national and
international standards, must be presented at least three (3) days prior to the taking place of
the acceptance tests, the testing coverage and the associated Reproducibility & Repetability
(R&R) results.
The test equipment will be provided free-of-charge to the Buyer.
ARTICLE 15 - DELIVERY
15.1 The Supplier undertakes to deliver on the Site which will be named in each Order, the
entirety of the elements making up the Equipment, in abeyance of the deadlines fixed in Article
10.
15.2 Packaging, loading and bracing in view of the transport of the Equipment are carried out by
the Supplier at its own expenses and under its responsibility.
Similarly, the Supplier will be in charge and responsible for on-site unloading of the elements
making up the Equipment, as well as their handling.
15.3 The Supplier undertakes to provide, on each Delivery, a detailed Delivery Note mentioning the
date of Delivery, the reference of the Order, the identification of the Supplier, the
identification and the quantity of the delivered supplies and, if required, their particulars per
parcel.
15.4 The Delivery of the Equipment will be noted through an Delivery Note issued by the Buyer,
after a simple quantitative and visual control (adherence to the quantities, dimensions, state of
the packing, etc.).
The Buyer will be entitled to reject the delivery of the whole or a part of the Equipment in
case of missing, non compliant, defective or damaged items.

The issuance of theof Delivery Notedoes not in any manner imply acceptance of the
Equipment and will not be able to prejudice a pronouncement of acceptance of the Equipment
which can only come about as per the conditions provided in Article 16.
ARTICLE 16 - ACCEPTANCE
16.1 The aim of acceptance is to check, at the time of commissioning of the Equipment on the Site,
that they meet with the stipulations provided in the Contract in all respects and function
perfectly in accordance with the Specifications and Performances.
However, prior to this procedure, the Buyer reserves the right to conduct a factory acceptance
of the Equipment as per the conditions defined in Annex 8.
16.2 Acceptance operations must be conducted in the presence of the Buyer or its Representative.
For this purpose, the Supplier must inform the Buyer in writing of the date on which it
requests to proceed with the acceptance operations. Unless agreed upon for a shorter period,
this advance notice cannot, under any circumstances, be lesser than....... working days after
receipt of the letter.
16.3 The acceptance operations comprise:
• the verification, prior to commissioning, that each Equipment or Part of Equipment

meets with the obligations required by the Contract documents (Specifications, Quality
Assurance Plan, safety rules, etc.), the standards and specifications mentioned in
Article 13.1, good practices;
• the commissioning of the Equipment by the Buyer;
The operating and performance tests: these Tests are aimed at checking the compliance of the
Equipment with the Specifications and Performances. They are conducted in accordance with the
methods and procedures described in the Quality Assurance Plan mentioned in Article 13.
16.4 At the end of the operations mentioned in Article 16.3, if the verifications and operating and
performance tests have been judged as being satisfactory, the Buyer will draw up an
Acknowledgment of ReceiptAttestation of Acceptance dated and signed by the Buyer.
16.5 When the Buyer has formulated reservations, these will be mentioned in the Acknowledgment
of ReceiptAttestation of Acceptance.
The Buyer can, for each reservation, make it binding on the Supplier to remove it within a
determined time period. Failing the fulfilment of the above within the allotted time period,
after a formal notice that has remained unfruitful, the Buyer can execute the service provisions
by itself and/or the supplies necessary for the removal of the reservation or get these done by
another company, and this will be done at the expenses, risks and perils of the defaultor the
Supplier.
Any removal of reservation must be noted in accordance with the same forms as the ones
provided for the acceptance.

If the verifications and/or the operating and performance tests are not satisfactory, the Buyer
can refuse to proceed with the acceptance of the Equipment and give a formal notice to the
Supplier asking it to rectify the noted omissions, defects, insufficiencies which have given rise
to its rejection.
In the case wherein the Supplier would not be able, within a maximum time period of .....
working days starting from the date of commencement of the acceptance operations, to rectify
these omissions, defects, insufficiencies, the Buyerwill be able to pronounce Rejection of the
Equipment and it can do so, without prejudice to any penalties and damages and interests:
• either notify its decision to cancel the concerned Order to the Supplier under the
conditions and with the consequences mentioned in Article 25.1, without the need to
proceed with a new formal notice;
• or get the service provisions and/or supplies necessary for making the Equipment
compliant with the Specifications and Performances fulfilled by another company, at
the expenses, risks and perils of the defaultor the Supplier.
16.6 In the case wherein, for a reason attributable to the Supplier, the Acknowledgment of
ReceiptAttestation of Acceptance would not have been issued within the allotted time, the
Buyer will have the possibility, after a written notification sent to the Supplier, to use the
Equipment prior to the issuance of the Acknowledgment of ReceiptAttestation of Acceptance.
The fact that the Buyer is using the Equipment as indicated hereinabove, cannot be considered
as being tantamount to acceptance of the said Equipment and does not absolve the Supplier
from its contractual responsibilities.
16.7 The issuance of the Acknowledgment of ReceiptAttestation of Acceptance does not in any
manner release the Supplier from responsibilities of common law and from guarantees and
other contractual obligations that still remain.
16.8
Documentation to be delivered to the Buyer by the Seller when submitting for the Acceptance
of the Equipment should include as well the Validated Vendor List of the Supplier and all
material certificates. Once the Attestation of Acceptance/FAI is provided by the Buyer to the
Supplier, no more changes are allowed in the design, process, testing coverage, vendor list
without prior information to the Buyer and at the discretion of the Buyer a validation of the
change. The Buyer reserves the rights to refuse such change.
ARTICLE 17 – TRANSFER OF OWNERSHIP AND RISKS
17.1 The ownership of the Equipment is transferred to the Buyer at the time of Delivery of the
Equipment.
The Supplier undertakes to introduce in all the contracts and markets signed with its own
suppliers and/or subcontractors a clause allowing the application of the provisions of the
present Article in favour of the Buyer.

17.2 The transfer of the risks on the Equipment is done from the Supplier to the Buyer at the time
of the issuance of the Delivery Note.
ARTICLE 18 - WARRANTIES
18.1 The Supplier guarantees that the Equipment will comply in all respects with the stipulations of
the Contract and in particular with the Specifications and Performances.
18.2 Without prejudice and subject to the legal warranties, the Supplier undertakes to guarantee the
Equipment during a period of thirty six (36) months starting from the date of issuance of the
Acknowledgment of ReceiptAttestation of Acceptance.
During this warranty period, the Supplier is liable, at its expenses, risks and
perils:
• to look for the cause of any defect, imperfection or insufficiency of the Equipment on
the Buyer’s request;
• to replace, overhaul, repair, and/or complete and in general perfect the Equipment in
such a manner that they operate in accordance with the conditions laid down in the
Contract during the said period.
18.3 All requests for enforcement of the warranty will be notified in writing.
The Supplier will have to respond within forty-eight (48) hours from the date of receipt of the
notification for informing the Buyer of the measures that it intends to take in order to abide by
its obligations.
The Parties will establish the practical modalities and the time frames for the execution of
these measures by mutual agreement.
In the absence of such an agreement or in case of non-fulfilment within the fixed time frames,
the Buyer will have the right, after a formal notice that has remained unfruitful, to get the
service provisions executed by another company of its choice, at the expenses, risks and perils
of the defaultor the Supplier, without prejudice from any damages and interests and without
the guarantess to which it is liable being affected for all that.
18.4 If an element of the Equipment presents a defect about whose origin the qualifed staff of the
Buyer is capable of identifying and if the latter can replace the defective element with a part
provided by the Supplier, this replacement will have to be done in accordance with the user
and maintenance manuals of the Equipment.
18.5 If the staff of the Buyer is not in a position to rectify the above mentioned defect, the Supplier
undertakes to provide necessary technical assistance so that the Equipment operate in
accordance with the Contract.
18.6 The Equipment returned by the Buyer in the Supplier’s factories, and the spare or repaired
Equipment, provided by the Supplier, must be routed free-of-cost at the Supplier’s expenses
within the time frames and to any destination specified by the Buyer.

18.7 The emergency repairs carried out by the Buyer on the Equipment do not cancel the Supplier’s
obligations of warranty, provided that the concerned repairs have been carried out in
accordance with the user and maintenance manuals of the Equipment.
18.8 During the warranty period pertaining to each Order, the Supplier undertakes to provide the
Buyer, in the places indicated by the Buyer, with a stock of Equipment or sub-equipment for
replacement and/or spare parts (maintenance lot) in such a manner that the Buyer can at any
given time proceed with the immediate replacement of the defective Equipment. The Supplier
is responsible for the dimensioning of the maintenance lot in order to allow the Buyer to avoid
being out-of-stock, with the understanding that the Buyer will validate the dimensioning of the
stock without this validation limiting the Supplier’s responsibility in any manner whatsoever.
The Buyer is responsible for the storage and insurance of this maintenance lot. This stock may
be purchased by the Buyer at the end of the warranty period pertaining to the concerned Order.
18.9 Any Equipment or sub-equipment replaced or repaired by way of guarantee is accompanied by

a new warranty of twenty four (24) months, starting from the date of receipt by the Buyerof
the Equipment or concerned replaced or repaired sub-equipment. This extension of guarantee
will extend to the entirety of the Equipment if the new part or repaired part affects the proper
functioning of the entirety of the Equipment.The repaired Equipement will be marked as a
repaired part in order to allow a full tracability of the initial Equipment and repair details.
ARTICLE 19 – EQUIPMENT AND SPARE PARTS – ESCROW ACCOUNT
19.1 The Supplier undertakes to insure thecommits itself to supply of any replacement part and
spare part, component or any other solution compatible with the Equipment, during a period of
twenty five (25) years starting from the date of issuance of the Acknowledgment of Receipt of
the latest Equipment delivered within the scope of the Contract, and this being so, at prices to be
agreed upon between the Parties, with reference to the market level, as of the date of the Order
pertaining to the replacement or spare parts.
The Supplier is thus responsible to properly identify, store and maintain all manufacturing
information and documentation, toolings, manufacturing and testing tools allowing to restart
production of Equipement or sub-equipement for the spare parts.
The Supplier undertakes to supply spare or replacement parts, component in accordance with the
after sales services prices defined in Appendix 2. Once ayear, the Supplier may be entitled to
revise such prices according to the escalation formula set forth in Appendix 2.
Conditions for price, delivery, warranty and penalties as defined in this Contract will continue to be
effective for any Order for spare or replacement parts and components, notwithstanding such
Contract has been terminated or expired.
In case of obsolescence the Supplier should inform at least 12months in advance and suggest
an alternative for which the price will be discussed and priorly agreed by both parties.
Outside of obsolescence, the price of the spare parts will depend only on the evolution of the raw
materials and minimum order and delivery quantities. This price has to be in correlation with the
production one and the market prices and has to be validated by the Buyer.Occasionally, the Buyer
will communicate to the Seller fixed and provisional spare parts quantities in exchange for which the
Seller will suggest price reduction through productivities.

19.2 The Buyer will be responsible for direct support and maintenance with its proper Customers
and will not permit the Supplier to directly contact Customers regarding support and
maintenance issues about the Equipment. Any direct or indirect request from the Buyer’s
Customers about the Equipment shall be immediately forwarded to the Buyer by the
Supplier.Without prejudice of any other rights or remedies to compensate the loss suffered in
case of breach of this obligation by the Supplier, the Buyer may seek for interim injunctive relied
to stop immediately such breach by the Supplier. (Ajouter une clause juridique menaçant de poursuite le
fournisseur en cas de non respect de l’exclusivité)
19.3 During the last production batch the Supplier will inform the Buyer of what would be the reference leadtime for
spare parts. The Supplier should take all necessary actions to ensure a 95% on time delivery within the week,
accordingly to this reference spare parts leadtime communicated to the Buyer
19.4 Paragraphs 10.2 et 10.3 remain applicable. The Supplier is subject to penalities declared in pargarph 11, with a
percentage of 1% but per week in late and a maximum of 20% of the order..
19.3
The Supplier undertakes to warn the Buyer with an advance notice of six (6) months through
registered letter with request for acknowledgment of receipt, in case it foresees stoppage of
production or a break in supply of the Equipment and/or spare parts after expiry of the
deadline mentioned in Article 19.1.. the The Buyer could then place on the Supplier Orders for
replacement or spare parts for a period of twelve (12) months starting from the notification
made by the Supplier. In case of obsolescence of component or spare parts from
subcontractors, the Supplier should inform the Buyer at least 12 months in advance and suggest
it an alternative for which the price will be discussed and priorly agreed between the parties.
19.4
19.5 The parties agree that upon request by the Buyer, the Supplier shall promptly place into an
escrow account: (i) the source code and applicable documentation for the Equipment (in either
electronic media form or hard copy); (ii) certain applicable manufacturing information
(“Manufacturing Information”); and (iii) any other information required as set forth in Annex 9. the
Buyer shall select the escrow agent (subject to the Supplier’s reasonable approval), and be
responsible for the establishment, administration and cost of the escrow account. The parties and
the escrow agent shall enter into a Manufacturing Escrow Agreement in the form and substance as
set forth in Annex 9. The Manufacturing Information shall be released for use by the Buyer, subject
to the terms and conditions hereof, only after notice to the Supplier and only under circumstances in
which the Buyer would otherwise be entitled to exercise the Manufacturing Rights. On the first
business day of each calendar quarter the Supplier shall deposit into escrow any and all updates,
enhancements and modifications to the Manufacturing Information. Such Manufacturing
Information shall be released by the escrow agent in case the following but not limited events occur
to the Supplier :
- insolvency or bankruptcy;
- business for relevant activities stoppage or interruption;
- Change of control for the benefit of a Buyer’s competitor.
ARTICLE 20 - INDUSTRIAL AND INTELLECTUAL PROPERTY
20.1 the Supplier generally concedes to the Buyer a non exclusive license pertaining to all the
intellectual and industrial property rights, patented or otherwise, belonging to the Supplier, its
subcontractors or suppliers or to any other third party and which would be necessary to the

Buyer for proper operation and maintenance of the Equipment. This license will remain in
force throughout the life time of the Equipment and, whatsoever may be the circumstances, for
a minimum period of twenty (20) years starting from the date of Acceptance pertaining to each
Order.
The price of this license is included in the Contract Price mentioned in Article 7.
The copyright in documents, including drawings, that have been created as a direct result of an
order award of a Buyer originated and designed product shall at all times be vested by in the
Buyer.
As a consequence, the Supplier shall not, directly or indirectly, sell, develop, distribute or
otherwise transfer the Equipment or products similar to the Equipment to any third party.
All documents, including drawings and information like know how, secrets and confidential
files that have been issued by the Buyer to the Supplier for manufacturing and supplying the
Equipment shall at all times remain the intellectual property of the Buyer. These information
and documents shall not be used for any purpose other than that for this Contract and for
which they were intended, without the prior written consent of the Buyer. The Supplier shall
not use any of these documents or information for another purposes than supplying the
Equipment to the Buyer only. The Supplier shall return all issued documentation and drawings
within one (1) month from the termination or natural completion of this Contract or upon the
specific request of the Buyer which ever is the earliest.
20.2 The Supplier guarantees the Buyer that the Equipment and their use do not constitute an
infringement of industrial or intellectual property rights or any other rights belonging to a third
party.
As a consequence, the Supplier undertakes to guarantee the Buyer against any direct or indirect
financial consequences, including loss of profit, data loss, supplementary costs, resulting from
an action or a claim instituted against the Buyer by the beneficiary of an industrial or
intellectual property right or of any other right owing to the execution or use of the Equipment.
If a court were to consider that the Equipment or any remaining item in the composition of the
Equipment constitute an infringement of industrial or intellectual property rights or any other
rights belonging to a third party, the Supplier must then, as per the choice of the Buyer:
• either procure at its own expenses the right for the Buyer to continue to use the
Equipment;
• or substitute the incriminated items with new equivalent items accepted by the Buyer
and not disputed by third parties;
• or else modify the disputed items of the Equipment in such a manner that they are no
longer liable to an infringement.
20.3 The Supplier’s commitments within the scope of the present Article 20 will outlive the expiry
or termination of the Contract, whatsoever may be the cause thereof.

ARTICLE 21 - CONFIDENTIALITY
The Supplier is prohibited to convey the documents, specifications, plans and other written
and/or verbal information collected for the purpose of execution of the Contract to people
other than those who are holding a capacity which makes them entitled to know about the same
within the scope of the Contract.
The Supplier consequently undertakes to take all the necessary measures with its staff and with
respect to the people and/or companies with whom he is in relation to ensure that this
prohibition is adhered to.
Any breach of this obligation of confidentiality can bring about the application of the measures
provided in Article 25.1, independently of the damages that could be demanded by the Buyer
in return for the prejudice suffered.
The Supplier’s commitments within the scope of the present Article 21 will come to an end at
the expiry of a period of five (5) years starting from the expiry or termination of the Contract,
whatsoever may the cause thereof.
ARTICLE 22 - COMMUNICATIONS BETWEEN THE PARTIES
Each Party will nominate, immediately upon signing of the Contract, a physical person who
will be responsible for communications and relations with the other Party during the entire
tenure of the Contract.
Each Party will have to immediately notify any change of the person thus nominated to the
other Party.
A contact matrix will be initiated at the date of this Contract and updated every quarter –
Annex YYY
ARTICLE 23 - CLAIMS
The Supplier will have to notify the Buyer in writing within a maximum period of five (5)
days starting from their occurrence all the incidents which can, according to it, justify a claim
within the scope of the Contract and furnish the Buyer within ten (10) days following this
notification with all the details and supporting documents for its demand by identifying the
provision of the Contract on which it bases its demand.
On express agreement, any claim by the Supplier that would not be formulated within the
above mentioned time frames will be unacceptable.
ARTICLE 24 - FORCE MAJEURE
24.1 In order to be able to benefit from the stipulations of the present Article, the Party wishing to
put forward a case of Force Majeure must, under pain of foreclosure, notify it to the other
Party through registered post with request for acknowledgment of receipt as soon as it has
taken cognizance of the occurence of such an event and, at the latest, within a time period
lesser than eight (8) working days starting from the happening of the said event, by justifying

the external, unpredictable and irresistible character of the event which has, according to it,
made it impossible for it to undertake or pursue with the fulfilment of its obligations.
24.2 During its tenure and within the limits of its effects, the Force Majeure suspends the fulfilment
of the concerned mutual obligations for the Parties, except for what is stated in Article 25.2
here after.
In conjunction with this, each of the Parties bears the charge of all the expenses which come
within its responsibility and which result from the occurrence of the case of Force Majeure.
24.3 In all the cases, the Party affected by the event of Force Majeure must do everything within its
power in order to avoid, remove or reduce the causes of the delay and resume the fulfilment of
its obligations as soon as the event put forward has ceased to exist.
24.4 If the case of Force Majeure happened to exceed thirty (30) days starting from the notification
mentioned in Article 24.1, the Buyer will have the right to terminate the Contract fully in
accordance with the law and without any compensation without any formality other than
sending a registered letter with request for acknowledgment of receipt to the Supplier.
ARTICLE 25 - TERMINATION/RESCISSION
25.1 In case of non fulfilment by the Supplier of any of its obligations within the scope of the
Contract and/or of an Order, the Buyer can, fifteen (15) days after a formal written notice
which has remained unfruitful, pronounce the rescission fully in accordance with the law of the
concerned Order and/or the Contract without any formality other than the sending to the
Supplier of a registered letter with acknowledgment of receipt.
The period for formal notice can be brought down to two (2) days in case of emergency.
In all the cases of termination or rescission to the wrong of the Supplier, the latter will have to
compensate the Buyer for all the direct or indirect prejudices suffered.
In the case of rescission of an Order, the Supplier will have to repay to the Buyer on its first
request for the same the entirety of the advances paid to the Supplier.
If the Supplier files a petition in bankruptcy or has such a petition involuntarily filed against it
(which petition is not discharged within thirty (30) days after filing) or makes a general
assignment for the benefit of creditors or otherwise acknowledge insolvency, or if the Supplier
shall be adjudged a bankrupt or go be placed into a complete liquidation, or if an order is
issued appointing a receiver or trustee, or a levy or attachment is made against a substantial
portion of a party’s assets which order shall no be vacated or set aside within thirty (30) days
from date of issuance, the Buyer may terminate this Contract and associated Orders
immediately by written notice.
In the case of termination of an Order and/or of the Contract, the Buyer will retain the output
and ownership of the service provisions and supplies carried out up to the date of termination
in return for payment to the Supplier of the value of the said service provisions and supplies,
with deduction of the advances possibly paid to the Supplier of the value of the said service
provisions and supplies, with deduction of the advances possibly paid to the Supplier , for the
deductions that can be justified by non-compliances or defects affecting the service provisions
and supplies carried out and the amount of the prejudice suffered by the Buyer.

For this purpose, the Supplier will have to hand over without any further delay to the Buyer all
the documents and elements of any nature pertaining to the service provisions and supplies
carried out, in such a manner that there is no interruption in the implementation of the project.
25.2 In the absence of any fault on the part of the Supplier, the Buyer can at any given point of time
terminate fully in accordance with the law an Order through the dispatch to the Supplier of a
registered letter with request for acknowledgment of receipt and abidance by an advance notice
of fifteen (15) days.
In this case, the Buyer will pay to the Supplier, on furnishing of supporting documents, the
works and supplies executed as of the day of the termination, with deductions of the advances
possibly paid to the Supplier and the deductions that can be justified by non-compliances or
defects affecting the service provisions and supplies carried out; and this being so, to the
exclusion of any other payment or compensation whatsoever may be the reasons thereof.
Under no circumstances can the amounts paid by the Buyer to the Supplier within the scope of
the present Article 25.2 exceed the Contract Price of the concerned Order.
25.3 In case of default of payment by the Buyer of an amount owed to the Supplier by way of an
Order, and except in case of application by the Buyer of the provisions of Article 8.3, the
Supplier can, fifteen (15) days after a formal written notice that has remained unfruitful,
terminate the concerned Order fully in accordance with the law without any formality other
than the dispatch of a registered letter with request for acknowledgment of receipt.
25.4 In case of termination coming about in application of the present Article 25, the Supplier
undertakes henceforth to allow the immediate use of the processes patented or otherwise that it
holds and which will be necessary for the completion of the service provisions mentioned in
the Contract.
25.4 Notwithstanding the expiration or termination of this Contract, it is acknowledged and

agreed that those rights and obligations which by their nature are intended to survive such
expiration or termination shall survive including without limiting the foregoing, the provisions of
the following articles 6, 18, 19, 20, 21, 23, 25, 26 et 29.
ARTICLE 26 - RESPONSIBILITIES - INSURANCES
26.1 The Supplier will be responsible for all bodily injuries, property damage and/or consequential
damage that the Supplier or its officers, employees in charge, subcontractors, suppliers and
service providers or the Equipment or their operation or non operation could cause to the
Buyer and/or to the Buyer’s staff and it undertakes to indemnify the Buyer of all monetary
consequences arising from such damages.
26.2 The Supplier will be responsible for all bodily injuries, property damage and/or consequential
damage that the Supplier or its officers, employees in charge, subcontractors, suppliers and
service providers or the Equipment or their operation or non operation could cause to third
parties and it undertakes to guarantee the Buyer against the monetary consequences of any
legal recourse taken by third parties owing to these damages.
26.3 The Supplier is liable to subscribe at its own expenses and to maintain effective during the
entire tenure of the Contract with a solvent company as is well known, the insurance policies
set forth here after:

• A "Public Liability" insurance policy covering the risks arising from bodily injuries,
property damage and/or consequential damage (consecutive or otherwise) caused to
third parties owing to its professional activity;
• A “Product Liability” Insurance policy insuring with the designation of the Buyer as
the additional insured party, for an amount which will never be lower than the amount
of the Orders under execution, the Equipment against losses and/or damage of any kind
till the date of issuance of the Delivery Note (or the Acknowledgment of
ReceiptAttestation of Provisional Acceptance).
The Supplier will have to provide the Buyer with the above mentioned insurance policies
within fifteen (15) days following the Date of the Contract as well as at each anniversary of the
insurance policy.
ARTICLE 27 - TRANSFER SUBCONTRACTING
The Supplier formally refrains from subcontracting, transferring, bringing in or transmitting

entirely or partially and in any form whatsoever, the Contract or any Order to a third party,
including, but without it being restrictive, by means of merger, absorption, leasing-
management, partial transfer of assets, transfer of all or a part of the business capital, without
the prior written agreement of the Buyer.
ARTICLE 28 – CLAUSE OF CONDUCT AND ETHICS
The Supplier undertakes to abide by the strictest rules of ethics and morality. In particular, the
Supplier:
• attests upon honour that it has not subscribed directly or indirectly to any undertaking
outside of those provided in the Contract, in any form whatsoever, with the purpose of
entering into the Contract and that it has not paid and that it will not pay any amount to
anyone and in particular to any salaried employee or undertaking party of the Buyer
with a view to the obtaining or fulfilment of the Contract;
• undertakes to inform the Executive Board of the Buyer of any "gift", donation,
discount, provision of any kind (travels...), that it could be led to, on its own or
otherwise, offer anyone and in particular to any salaried employee or undertaking party
of the Buyer.
The non observance of such a clause will give the Buyer the possibility fully in accordance
with the law of cancelling or terminating the Contract immediately and without any
compensation and without prejudice of any legal proceedings that the Buyer might decide to
institute against the Supplier.
ARTICLE 29 – APPLICABLE LAW - DISPUTES
29.1 The Contract will be governed by the French law. The application to the Contract of the
Convention of the United Nations on the contracts of international sale of goods signed in
Vienna in 1980 is expressly excluded.

29.2 Any disagreement or dispute which might crop up between the parties on the occasion of the
Contract and which cannot be settled amicably, will be submitted to the competent courts of
Paris
ARTICLE 30 – PUBLIC RELEASE OF INFORMATION
The Supplier shall obtain the prior written approval from the Buyer concerning the content and
timing of news releases, articles, brochures, advertisements, speeches and other information
releases to be performed, in relation to this Contract. Reasonable advance time shall be allowed
for review of any material submitted to for approval.
ARTICLE 31– NO WAIVER
No waiver by either party, expressed or implied, of any breach of any term, condition of
obligation of this Contract by the other party shall be construed as a waiver of any subsequent
breach of that term, condition or obligation or of any other term, condition or obligation of this
Contract of the same or different nature.
ARTICLE 32– LANGUAGE
Under the performance of this Contract, the language employed in all data and reports and all
communications between the Buyer and the Supplier shall be in English.
Drawn up at Paris in two original copies, on ....................................
For FAIVELEY TRANSPORT For XXXX

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FRAME AGREEMENT

FAIVELEY SA [TO BE MODIFIED ACCORDINGLY]

Represented by Mr. ......................... in his capacity as .............................,

Hereafter named "the BUYER",

Company ............................................. with a capital of ............................... Euros, whose head

Represented by Mr. ......................... in his capacity as .............................,

Hereafter named "the SUPPLIER",

ACHATBT.DOC 08/06/98 1/25

IT IS SET FORTH BEFOREHAND THAT:

• The Supplier is a professional specialized in the field of manufacturing of..........................

ACHATSTT.DOC XDE12.03.09 2/262626

“Date of the Contract”

ACHATSTT.DOC XDE12.03.09 3/262626

“Technical Specifications or Specifications”

ACHATSTT.DOC XDE12.03.09 4/262626

“First Article Inspection” or “FAI”

1.3 The Preamble makes up an integral part of the Contract.

ACHATSTT.DOC XDE12.03.09 5/262626

ARTICLE 4 – CONTRACT DOCUMENTS

1° - the special conditions of each Order

2° - the present document

3° - the following annexes:

ACHATSTT.DOC XDE12.03.09 6/262626

ARTICLE 5 - TENURE OF THE CONTRACT

ARTICLE 6 – GENERAL UNDERTAKING OF SUPPLIER

ACHATSTT.DOC XDE12.03.09 7/262626

ARTICLE 7 – CONTRACT PRICE

ACHATSTT.DOC XDE12.03.09 8/262626

ARTICLE 8 - PAYMENT TERMS AND CONDITIONS

ACHATSTT.DOC XDE12.03.09 9/262626

ARTICLE 9 – BANK GUARANTEE

ACHATSTT.DOC XDE12.03.09 10/262626

11.1 Penalties for delay

ACHATSTT.DOC XDE12.03.09 11/262626

11.2 Penalties for Quality Non-conformity

a) Non-conformity detected during Acceptance tests

b) Non-conformity detected after Delivery

11.3 Penalties for Non Reliability

A failure is defined as an event leading to the loss of function of the Equipment.

ARTICLE 12 - HYGIENE AND SAFETY

ACHATSTT.DOC XDE12.03.09 12/262626

ARTICLE 13 - ABIDANCE BY THE LEGISLATION – QUALITY ASSURANCE

ACHATSTT.DOC XDE12.03.09 13/262626

14.3 Test equipment:

The test equipment will be provided free-of-charge to the Buyer.

ACHATSTT.DOC XDE12.03.09 14/262626

16.3 The acceptance operations comprise:

• the verification, prior to commissioning, that each Equipment or Part of Equipment

• the commissioning of the Equipment by the Buyer;

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ARTICLE 17 – TRANSFER OF OWNERSHIP AND RISKS

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18.9 Any Equipment or sub-equipment replaced or repaired by way of guarantee is accompanied by

ARTICLE 19 – EQUIPMENT AND SPARE PARTS – ESCROW ACCOUNT

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ARTICLE 20 - INDUSTRIAL AND INTELLECTUAL PROPERTY

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ARTICLE 22 - COMMUNICATIONS BETWEEN THE PARTIES

ARTICLE 24 - FORCE MAJEURE

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25.4 Notwithstanding the expiration or termination of this Contract, it is acknowledged and