General Conditions of Purchase

These General Purchase Terms and Conditions (hereinafter referred to as “Conditions”) are applicable to all orders for goods or works – including services – (hereinafter referred to together as the “Supply” or the “Supplies”), issued by SOFRAME (hereinafter referred to as the “Client”) to its suppliers (hereinafter referred to as the “Supplier(s)”).
These Conditions shall prevail over any other document of the Supplier, and in particular over any General Conditions of Sale. The issuing of an offer, even a partial one, in response to a request for a commercial offer from the Client implies acceptance of these conditions.

1 – ORDERS

All purchases of Supplies shall be subject to an order issued by the Client. Any order must include the item(s), designation(s), quantity(ies), price, delivery period(s), place of delivery and method of payment. Any order must be accepted by the Supplier within 10 (ten) calendar days of the date of issuance of the order. If the order is not formally accepted by the Supplier within this period, it may be cancelled at the sole discretion of the Client. No payment, even partial, can be made before receipt of acceptance of the order. Any modification of the terms of an order requires the Client’s express acceptance.

2 – EXECUTION OF ORDERS

The Client has selected the Supplier on the basis of its expertise in understanding and meeting the Client’s technical and business needs. In this respect, the Supplier, as part of its obligation to advise and supply, ensures and guarantees that the Supplies (i) comply with the contractual specifications and terms of reference, (ii) comply with the legal and regulatory requirements in force (notably safety, health and environment) applicable in the European Union and/or in the countries specified, where applicable, in the order, (iii) are free from hidden defects and (iv) are not subject to obsolescence or to the end of commercialization publicly announced, programmed or known to the Supplier.
The Supplier solely is responsible for the perfect execution of the order. The Supplier shall not be relieved of all or part of its contractual responsibility on the sole basis that the Client has carried out process audits and/or verifications or has made recommendations for the execution of the Supplies.
The Supplier must fulfil his obligations personally. He shall not subcontract or assign his obligations to a third party without the Client’s prior written consent. It is hereby agreed between the Supplier and the Client that if the Client agrees to the subcontracting or assignment of obligations, the Supplier shall remain jointly and severally liable with the subcontractor or assignee towards the Client.
The Supplier shall maintain a quality management system (e.g. according to DIN EN ISO 9001) relevant with client’s requirements.

3 – INTELLECTUAL PROPERTY

3.1 Background information

“Background information” refers to information of any kind, documents, conceptual diagrams, technical drawings, software, algorithms, design data, technical and/or industrial data, tools, knowledge, know-how, trade secrets, service materials and processes, methodologies, whatever their medium and whether or not they are protected by an intellectual property right, which are developed, created or acquired by a Party, independently of the execution of the order.
Each Party remains the sole owner of its Background information, subject to the rights of third parties.
If the Customer’s Background information are required by the Supplier to execute the order, the Customer grants the Supplier a personal, non-exclusive and non-transferable license, revocable at any time after prior notice, to use its Background information, including drawings, specifications and any other data provided by the Customer, for the sole purpose of executing the order.
The Supplier undertakes not to modify in any way whatsoever the Background information entrusted to it by the Customer for the execution of the order without having first obtained the latter’s express written consent, and in any event not to acquire any intellectual property rights on the basis of the Customer’s Background information.
If the Supplier’s Background information are required for the Customer’s use and/or exploitation of the Supplies, the Supplier grants the Customer a perpetual, non-exclusive, worldwide license, free of charge or integrated into the order price, with the right to sub-license, to use the Background information to:

• use the Supplies, including related documentation, integrate it into other products and manufacture, or have manufactured, market, sell and maintain, or have maintained, the Supplies;
• sub-license the right of use to Affiliates (as defined by article L233-3 of the French Commercial Code, i.e. entities controlling, controlled or placed under the same control [hereinafter referred to as “Affiliates”]), third parties under contract, distributors and end customers;
• grant Affiliates and other distributors the right to sublicense the right of use to end customers.
  In the event that software is part of the Supplier’s Background information and is necessary for the Customer’s use and/or exploitation of the Supplies, the Supplier grants the Customer a perpetual, non-exclusive, worldwide license, free of charge or integrated into the order price, with the right to sub-license, to use the Background information to:
• install, commission, test and operate the software and related documentation;
• use the software to integrate it into other products and copy the software, or authorize Affiliates, contracted third parties or distributors to use and copy the software;
• distribute, sell, rent, prepare for download or make the software available to the public, for example in connection with the provision of application services or in other contexts, and to copy the software to the extent necessary, provided that the number of licenses used at any one time does not exceed the number of licenses purchased.

3.2 Results

“Results” means information of any kind, documents, conceptual diagrams, technical drawings, software, algorithms, design data, technical or industrial data, tools, knowledge, know-how, trade secrets, service materials and processes, methodologies, whatever their medium and whether or not they are protected by intellectual property rights, which are developed, created or acquired by a Party as a result of the performance of the order, including Supplies manufactured to Customer specifications or developed by the Supplier for the Customer.
The Results become the exclusive property of the Customer as and when they are created or developed.
The Supplier assigns to the Customer, on an exclusive basis, all intellectual property rights relating to the Results, in all countries and for the entire duration of the protection of the Results provided for by current and future national or international conventions or treaties applicable to intellectual property.
More specifically, with regard to the copyrights associated with the Results, the Supplier transfers to the Customer, on an exclusive basis, for their legal duration and in all countries, all exploitation rights, for all purposes and for all uses, direct or indirect.
These rights include in particular and in the broadest sense: (a) the irrevocable right of reproduction by any means and on any media (print media, Internet, digital media, etc.); (b) the right of identification and marking by any means; (c) the right of representation by any process; (d) the right of correction, adaptation, evolution, improvement, modification, addition or creation of derivative works; and (e) the right of publication and commercial exploitation. The rights thus assigned may in turn be assigned by the Customer to any third party of its choice.
If the Results consist of software, the Supplier undertakes to make available to the Customer the source code of such software developed within the framework of the order.
If the Results consist of creations and/or inventions likely to be protected by an industrial property right, the Supplier undertakes to give the Customer and to have its employees, or any third party to whom it may have recourse, give the Customer all the powers necessary to register in the Customer’s name, both in France and abroad, any industrial property title whatsoever relating to these creations and inventions. In return, the Customer may grant the Supplier a license for said patents, the terms of which shall be negotiated between the Parties.
The Customer alone shall be entitled to decide whether or not to protect the Results, in whole or in part, without any consideration or remuneration whatsoever being due to the Supplier in addition to the price stipulated in the order.
For the sake of clarity, the Supplier agrees that the price indicated in the order includes the transfer of all intellectual property rights relating to the Results, as well as the licenses relating to the Background information, as indicated in article 3.1 above.
It is specified that the expiry or termination of an order shall not affect the assignment of intellectual property rights relating to the Results existing at the date of expiry or termination of the said order.

3.3 Warranty

The Supplier guarantees that it is the holder of the rights allowing the assignment mentioned in article 3.2 relating to the Results, and in this respect guarantees the Customer against any recourse by third parties relating to these rights.
In addition, the Supplier warrants that it has all the rights necessary to grant licenses to the Customer in respect of its Background information, pursuant to article 3.1 of these Conditions. If the Supplier assigns its rights to the said Background information to a third party, or if the Background information is owned in whole or in part by one or more third parties, it shall obtain from such third parties the same rights as those referred to in article 3.1 for the Customer and its licensees.
If the Supplier intends to use “open source” components in the Supplies, it must obtain the Customer’s prior written consent, after justifying the use of this type of component by documenting it and specifying, in particular, the licensing conditions and their consequences. In any event, the use of these “free” or “open source” components cannot reduce the guarantees provided by the Supplier, or limit or exclude the latter’s liability in the performance of orders.
In the context of this provision, “open source component” means any software, hardware or other information provided free of charge by the respective licensor to any user on the basis of a license providing for the right to modify and/or distribute (by way of example, the GNU General Public License (GPL), the GNU Lesser GPL (LGPL) or the MIT license). If the Supply delivered by the Supplier contains open source components, the Supplier must comply with all applicable open source license conditions and must grant all such rights to the Customer and provide all the information the Customer needs to comply itself with the applicable license conditions and which are as follows:

• A list of all open source components used, indicating the corresponding license, its version and including a copy of the full text of this license, as well as a reference to copyright and/or product authorship. This schedule must have a comprehensible structure and contain a table of contents.
• The complete source code of the free software concerned, including scripts and information about its generation environment, insofar as this is required by the conditions applicable to free software.

No later than at the time of order confirmation, the Supplier will inform the Customer in writing of the possible Copyleft effect of the open source licenses used by the Supplier, which could affect the Customer’s Supplies. In the context of this provision, the “Copyleft effect” means that the provisions of the open source license require that certain of the Supplier’s Supplies, as well as any derived products, may only be redistributed in accordance with the terms of the open source license, for example only if the source code is disclosed. In the case of open source licenses used by the Supplier subject to a “Copyleft effect” as defined above, the Customer is entitled to cancel the order within two weeks of receipt of this information.
The Supplier warrants the Customer against its own acts and against all consequences of intellectual property claims by third parties (including members of its staff, persons placed under its authority and its authorized subcontractors, etc.), which the Customer may suffer as a result of the use or exploitation of the Supply.
The Supplier undertakes to provide technical assistance to the Customer in connection with such actions and to reimburse the Customer for all costs – including fees, indemnities, disbursements and expenses – incurred by the Customer in connection therewith, as well as any pecuniary judgments that may result therefrom.
In addition, at the Customer’s option, the Supplier shall, at its own expense, either (i) obtain the right to continue to use the Supply, or (ii) replace or modify it so that it ceases to infringe the rights of the third party referred to above, while performing the functions provided for in the contractual documents, or (iii) reimburse the Supply, all without prejudice to the Customer’s right to obtain compensation for the loss suffered.
The obligations defined in the present article shall remain in force after the expiration or termination of the order for any reason whatsoever.

4 – VERIFICATION AND INFORMATION OBLIGATION

The Supplier is obliged to examine components such as, e.g. raw material, provided by the Client or provided by the sub-suppliers, manufacturers or other third parties at the time of receipt of such components as to whether these components show any obvious or hidden defects. ln case any defects are discovered in the course of such inspections, the Supplier shall immediately inform its suppliers or in the case the components are provided by the Client – inform the Client.
lt is essential that the products are delivered free of any third-party rights. Thus, the Supplier is under a duty to verify title and inform the Client of any possible conflicting industrial and intellectual property rights.

5 – SERVICES PERFORMED IN THE CLIENT’S PREMISES (application of the internal regulations)

For all services and/or works, whatever their nature, carried out on the Client’s premises, the Supplier and/or supplier subcontractors shall observe and comply with all rules, procedures and policies established by Client and/or the client of Client including those with respect to security, health and safety and all standing orders and other regulations, instructions, and directives in force in above mentioned premises. To this extend Supplier shall request said documents if necessary prior entering the premises, and submit to its employees, subcontractors, agents or any other persons present on its behalf and/or initiative to (i) all of the provisions of the internal regulations of the Client, and (ii) to the prevention plan communicated to the Supplier prior to the visit to the site and (iii) to any other instructions that may be issued. The Supplier remains permanently and fully responsible for these persons.

6 – DELIVERIES – MAKING AVAILABLE

Unless otherwise stipulated in the order, the Supplies are delivered according to the DDP Incoterm (Delivery Duty Paid – Incoterm CCI 2020) and the deliveries shall be made as described in Appendix 1. No deliveries will be accepted outside the mentioned hours, unless expressly requested by the Client. The delivery dates defined in the orders that have been accepted by the Supplier are binding. Any unforeseen event that may affect the accepted delivery dates must be brought to the attention of the Client within a maximum of 1 (one) day from the date on which the Supplier becomes aware of it.

7 – ACCEPTANCE OF SUPPLIES

Acceptance of the Supplies is subject to (i) receipt of all compliant Supplies, together with all necessary approvals, documents, media and certificates, (ii) compliance with the agreed packaging conditions and (iii) qualitative and quantitative acceptance by the Client. lnsofar as the Supplier is required to provide material testing, test records or quality control documents or any other documentation, such shall be a part of the requirements of the completeness of the delivery or performance.
The integrity of the packaging as well as the verification of the delivered quantity will be performed at least within 72 hours after the delivery date.
In the event of non-conformity, acceptance of the Supplies shall be refused, and the Client shall have the option of, at his sole discretion, (i) cancelling the order, or (ii) requesting compliance, or (iii) requesting exchange with a compliant Supply within a period of time specified by the Client, or (iv) bringing the Supplies into conformity or having them brought into conformity by a third party at the Supplier’s expense and risk.
In the event of cancellation, the Supplies shall be returned to the Supplier at his expense and, in the case of works, the scrap of the works of the Supplier may be required and charged to him or carried out at his expense. Exchange or compliance within the deadline set by the Client shall give rise to a new acceptance procedure. In the event of failure to exchange or bring into conformity within the period set by the Client, the order may be cancelled.

8 – DELIVERY OR PERFORMANCE DEADLINES

Delivery deadlines are binding and form an essential part of the order. Compliance with delivery deadlines is assessed on the basis of the actual date of acceptance as defined in Article 7 of the Conditions.
The Supplier solely is responsible for requesting in good time all authorizations, information and documents necessary for the execution of the order.
In the event of a delay in delivery or performance, late penalties of 1.5% per calendar day of delay shall be payable on the sole expiry of the deadline, without the need for a formal notice. The late penalties are capped at 20% of the order value. In case of Supplies intended for the Client’s operations, these fixed penalties may in no case be less than 1000 (one thousand) euros per day of delay. The penalties shall be deducted automatically from the price of the Supplies.
The Supplier furthermore undertakes to bear any prejudice of any nature whatsoever, tangible and intangible, direct or indirect, suffered as a result of the late or non conforming-delivery, including but not limited to the costs of reorganizing the production chain, the penalties and/or indemnifications paid to the Client’s customers, etc.
The additional costs that may result from the implementation, even on the Client’s initiative, of special means to ensure compliance with the deadlines or to shorten the delays, or, if applicable, completion by the Client or by a third party chosen by the Client, shall be borne solely by the Supplier. Payment by the Supplier of these additional costs does not release the Supplier from its contractual obligations.
In the event of a delay in delivery or performance, the Client reserves the right to cancel all or part of the orders upon simple notification and to demand reimbursement of any advance payments.

9 – START OF PRODUCTION AND STOP OF PRODUCTION ORDERS

9.1 Start of production orders

In an emergency situation, the Client may require the Supplier to start work on the production of the Supply before finalizing an agreement (order, contract). For this purpose, the Client’s purchasing department shall issue an “authorization to start” work order stipulating that a formal order or contract shall be drawn up in accordance with the Conditions, technical documents and any other documents that are specific to the Supply. Upon receipt of the Clients’ written “authorization to start” notice, the Supplier undertakes to start its operations and/or work immediately.

9.2 Stop of production orders

At any time, the Client may issue a formal order to suspend operations and work relating to the execution of the Supply and/or the execution of an order or a contract in force. The Supplier agrees to comply immediately with the terms of the formal order of suspension and to take all necessary measures to minimize the costs generated by this decision. Depending on the duration of the suspension, the Supplier undertakes to (i) draw up an accurate statement of the finished work and work in progress, and (ii) send the Client a detailed/itemized inventory of the same as well as the estimated value of each item, and (iii) store the said items as well as the specific tools in a protected area in accordance with the rules of art, and (iv) draw up a detailed list of the same.
During the work stoppage period, the Client may either cancel the stop of production order or terminate the outstanding order(s) in whole or part. In the event that the Client cancels the stop of production order, the Supplier undertakes to restart the execution of the work immediately. In the event that the Client decides to terminate the order in whole or in part, the Supplier undertakes within 10 working days to allow the Client to carry out an inventory and an analysis of the evaluation and identification of the work items affected by the decision to terminate. The Client will analyze as soon as possible the elements transmitted by the Supplier and, where the Parties agree, to make a payment in full equivalent to the amount of the work and outstanding work at the date of the notification of the termination. The Supplier undertakes to continue or resume performance of the items of the order or contract not affected by the termination.

9.3 Failure of the Supplier to comply with the orders

In the event that the Supplier fails to comply with the orders referred to in this Article 9, all direct and indirect costs and consequences borne by the Client, whatever their form and/or origin, shall remain at the Supplier’s expense and risk.

10 – TRANSFER OF RISK

If not otherwise specified, the Supplies shall remain under the sole responsibility of the Supplier, who shall bear all risks and perils until their delivery in accordance with Article 6, even in cases where (i) the transport costs are borne by the Client and/or (ii) the Client chooses the method of transportation or the forwarder. The Supplier is thus obliged to protect the Supplies and to insure them until their delivery in accordance with Article 6. The dispatch or transport note signed by the Client’s reception department evidences this delivery.
Unless otherwise agreed, the costs of adequate packaging shall be borne by the Supplier. ln case transportation costs are borne by the Client, notice of readiness for dispatch shall be given together with the information set out hereunder. On the Client’s request a routing order tool must be used by the Supplier. Transport shall be arranged by the Supplier at the lowest possible cost, insofar as the Client has not requested a particular method of delivery or the conclusion of the contract for carriage by the Client. Any supplementary costs arising from non-conformity with the transport requirements including costs arising from the non-application of the routing order tool shall be borne by the Supplier. Any supplementary costs arising from the need to meet the delivery dead­ line by way of expedited delivery shall be borne by the Supplier.
Each delivery shall include a packing note or delivery note with details of the contents as well as the complete order number.
Shall deliveries contain dangerous goods, the Supplier solely is responsible to transfer the necessary legally required dangerous goods data to the freight forwarder, even nominated by the Client, when placing the transport order. The Supplier is also responsible for packing, marking, labelling, etc. in compliance with the regulation relevant to the mode(s) of transport used.
If the Client informs the Supplier that following the initial transport another transport with a different mode of transport is scheduled, the Supplier will also follow the relevant legal requirements concerning dangerous goods with regard to such on-going transport.

11 – TRANSFER OF OWNERSHIP

Acceptance of the Supplies shall automatically entail the full transfer of ownership, notwithstanding any clause to the contrary. In particular, the Supplier expressly prohibits itself from reserving ownership of the Supplies and undertakes to waive, where applicable, any clauses to the contrary.

12 – PRODUCT CONFORMITY

Should the Supplier deliver products, to which product-related statutory and legal requirements apply in view of their placing on the market and further marketing in the European Economic Area or to which corresponding requirements apply regarding other countries notified by the Client to the Supplier, then the Supplier must ensure compliance of the products with these requirements at the time of transfer of risk. Furthermore, the Supplier must ensure that all documents and information which are necessary to provide the proof of conformity of products with the respective requirements can be furnished immediately to the Client upon request.
Should the delivery contain goods which – according to international regulations – are classified as dangerous goods, the Supplier shall inform the Client hereof in a form agreed upon between the Supplier and the Client, but in no case later than the date of order confirmation. The requirements concerning dangerous goods remain unaffected.
The Supplier guarantees product compliance in accordance with the REACH, RoHS and Conflict Minerals directives as well as compliance with the standards and certificates required for the products and with document D00019462.

13 – PRICES

Prices are defined exclusive of VAT and include packaging, transport costs including taxes, as well as any other costs, expenses, risks or charges related to the execution of the order and present Conditions until the delivery of the Supplies in accordance Article 6. Prices may not be changed without prior written consent of the Client. Any additional costs of any kind whatsoever shall be subject to the Client’s prior written acceptance.
The Parties exclude the application of article 1195 of the French civil code.

14 – INVOICES

Invoices shall be made out in the name of the entity of the SOFRAME having established the order.
The order number and its date as well as the number of each individual item (e.g. reference to the material number according SOFRAME bill of Material, Purchase Order references,…) shall be detailed in invoices. lnsofar as any such details are omitted, invoices shall not be payable. Copies of invoices shall be marked as duplicates.
The Client shall set off any amount due by the Supplier to the Client.
At the Supplier’s option, invoices may be sent (i) in hard copy, imperatively in two copies, to the registered office, to the address indicated on the order form or (ii) by e-mail to the address mentioned in Appendix 1.

15 – PAYMENT

Payments shall be made by bank transfer within 45 days end of month or 60 days from the date of issue of the invoice.
If payment is made within 14 (fourteen) days, the Client is entitled to a 3% discount.
Payment of invoices may not under any circumstances be considered to be acceptance of the Supply or final approval of the proper execution of the order, the Client retaining all its possible recourses. The Supplier agrees that payment shall be released by offsetting against any claim the Client may have in respect of the enforcement of the Supplier’s warranties or liabilities.
Failure to pay within this period shall automatically and without further formality give rise to the application of default interest to the benefit of the Supplier. The rate of interest on arrears shall be equal to the interest rate applied by the European Central Bank to its most recent main refinancing operations, in force on the first day of the half-year of the calendar year during which the interest on arrears began to run, increased by 1 percentage point.

16 – WARRANTY – LIABILITY

The Supplier grants a commercial warranty on the Supply for a minimum period of 24 months from the qualitative acceptance of the Supply by the Client against all defects arising from a defect of the Supply. The Supplier undertakes to fulfil the obligations resulting from the warranty as soon as possible, at first request of the Client, taking into account the operating requirements and taking all measures to reduce the periods of unavailability. The Supplier shall bear all direct and indirect costs in connection with the warranty, including transport costs.
Should the Supplier fail to rectify (for example sorting, repair or replacement) any deficiency within a reasonable time frame set by the Client, the Client is entitled to:

• cancel the order or contract in whole or in part without being subject to any liability for damages; or
• demand a reduction in price; or
• undertake itself any sorting, repair at the expense of the Supplier or re-performance of services or replacement of deliveries or arrange for such to be done; and
• claim damages in lieu of performance.

For the purposes of establishing the timeliness of rectification, the relevant point in time is the date of receipt by the Client according to the provisions of Article 6.
These rights may be exercised without further deadline if the Client has a strong particular interest in immediate rectification in order to avoid any liability of its own for delay or for other reasons of urgency and it is not reasonable for the Client to request the Supplier to rectify the deficiency within a reasonable timeframe. The legal provisions on the dispensability of setting a deadline remain unaffected hereby.
The above-mentioned rights shall expire one year from the date of notification of the deficiency but in no instance before the expiry of the above mentioned warranty period set out in this section.
Additional or other statutory rights are not affected hereby.
If the Supplier provides subsequent performance or repairs, the warranty period shall begin to run once again.
Notwithstanding the transfer of risk regarding delivery, the Supplier shall bear the costs and risk related to the rectification (for example return costs, costs of handling / packaging, costs of transport, costs of de- and re-installation).
The Supplier assumes full responsibility for the Supplies and waives the right to invoke any limitation of liability clause.
The Supplier undertakes to bear all the consequences of any direct or indirect, physical, material and/or immaterial damage of any kind caused by or in connection with the execution of the contract or the order, both with respect to the Client and to any third party.
The Supplier undertakes to take out and maintain, at its own expense, the insurance necessary to cover the Supplies until they are received as well as the liabilities incurred as a result of the performance, non-performance or poor performance of the contractual obligations. The Supplier shall provide proof of its insurance cover at the first request of the Client.
The Supplier must prove, within fifteen days of receiving the Client’s order and before any start of its execution, that it holds these insurance contracts/policies, by means of a certificate establishing the extent of the liability covered.
At any time during the execution of the order, the Supplier must be able to produce this certificate, upon request by the Client and within 5 (five) working days of receipt of the request.

17 – CONFIDENTIALITY

The Supplier shall treat as confidential any knowledge and findings, documents, business processes or other information which it receives from or about the Client in connection with the performance of the Supply and the conclusion of the contract and shall keep it confidential for as long as and insofar as such information has not become public by legal means or the Client has not consented in writing to its transfer in individual cases. The Supplier shall make confidential information available only to those employees who require such information for the performance of their duties and shall ensure that such employees are also subject to the obligation to treat such information confidentially. The Supplier shall use this information exclusively for the execution of orders. Insofar as the Client agrees to subcontracting to a third party, the latter must accept these conditions in writing.

18 – TOOLS PATTERNS AND SAMPLES

Any tools, patterns, samples, models, profiles, drawings, materials, plans, specifications and other elements provided by the Client for the execution of the Supply shall remain the property of the Client and shall be reserved exclusively for the execution of the Supply. Such materials shall be protected against unauthorized access or use. Subject to any further rights the Client may demand that such materials be returned if the Supplier breaches these duties.

19 – PERSONAL DATA

The information processed by the Client about individuals is for the purpose of administrative and contractual management or Supplier management or, if necessary, to comply with legal or regulatory obligations. The legal basis for processing personal data is the performance of a contract and legitimate interest as the data is necessary to identify contacts.
In accordance with the General Data Protection Regulation and the French Data Protection Act, the Supplier has the right to access, rectify, oppose, limit, delete and demand the fate of his data in the event of death. To exercise these rights, the Supplier shall send his request, together with proof of identity, by post to the following address: Data Protection SOFRAME – 29 rue du 14 juillet – CS 50191 – 67980 HANGENBIETEN (France) or by e-mail to the address dataprotection@soframe.com
The Supplier also has the right to make a complaint to a supervisory authority.
The Supplier guarantees the same rights to all persons concerned by the processing of personal data and will process such data in accordance with the aforementioned Regulation and Law.

20 – CYBERSECURITY

The Supplier shall take appropriate organizational and technical measures to ensure the confidentiality, authenticity, integrity and availability of the Supplier’s Activities and Supply. These measures shall be in accordance with good industry practice and shall include an appropriate information security management system in accordance with standards such as ISO/IEC 27001 or IEC 62443 (to the extent applicable).
“Supplier’s Activities” means all assets, processes and systems (including information systems), data (including Client data), personnel and sites, used or handled by the Supplier from time to time in the performance of the orders or the contract.
If the Supply contain software, firmware or chipsets :

• the Supplier shall implement appropriate standards, processes and methods to prevent, identify, assess and remediate vulnerabilities, malicious code and security incidents in the Products and Services in accordance with good practice and industry standards such as ISO/IEC 27001 or IEC 62443 (to the extent applicable);
• the Supplier will continue to support and provide repair, update, upgrade and maintenance services for the Supply, including the provision of patches to the Client to address vulnerabilities during the reasonable lifetime of the Supply. Therefore, following basic requirements shall be ensured by the Supplier:

1) No universal default password;

2) Propose Safety Update in case new risk identified;

3) Must have secure communication;

4) Must ensure data is secure;

5) Must implement a Vulnerability Disclosure Policy (VDP according ISO 29147 and ISO 30111.

• the Supplier shall provide the Client with a bill of materials identifying all third party software components contained in the Supply. Third party software must be up to date at the time of delivery to the Client;
• the Supplier shall grant the Client the right, but the Client shall not be obliged, to test or have the Supply tested for malicious code and vulnerabilities at any time, and shall provide adequate support to the Client;
• the Supplier shall provide the Client with a contact for all information security matters (available during business hours).

The Supplier shall promptly report to the Client all relevant information security incidents that have occurred or are suspected and covered vulnerabilities in all of the Supplier’s Activities and Supplies, if and to the extent that the Client is or is likely to be materially affected.
The Supplier shall act appropriately to ensure that its subcontractors and suppliers are, within 3 days to give feedback and 90 days to publish a remediation, bound by obligations similar to the provisions of this Article.
At the Client’s request, the Supplier shall provide written evidence of its compliance with this Article, including generally accepted audit reports (e.g. SSAE-18 SOC 2 Type II).

21 – EXPORT CONTROL AND FOREIGN TRADE DATA REGULATIONS

The Supplier shall comply with all applicable export control, customs and foreign trade regulations. The Supplier shall advise the Client in writing within two weeks of receipt of the order – and in case of any changes without undue delay – of any information and data required by the Client to comply with all foreign trade regulations in case of export and import as well as re-export, including without limitation:

• all applicable export list numbers, including the Export Control Classification Number according to the U.S. Commerce Control List (ECCN); and
• the statistical commodity code according to the current commodity classification for foreign trade statistics and the HS (Harmonized System) coding; and-
• the country of origin (non-preferential origin); and – upon request of the Client- the Supplier’s declaration of preferential origin (in case of European suppliers) or preferential certificates (in case of non-European suppliers).

22 – ETHICAL AND SOCIETAL BEHAVIOUR – COMPLIANCE WITH LABOUR LEGISLATION

The Supplier guarantees its ethical behavior in accordance with the Partner Charter (document D00018271), including compliance with labor legislation.

23 – SUPPLEMENTARY PROVISIONS

The Client shall not be obligated to fulfill its obligations if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions.
Only upon the Client’s prior written approval, the Supplier shall be allowed to mention the Client as a reference customer and/or make reference to Supplies which the Supplier has developed during the performance of an order for the Client.
lnsofar as the provisions of these Conditions do not regulate certain matters, relevant statutory provisions shall apply.
The Supplier shall be liable for any expenses and/or damages incurred by the Client due to any breach of these Conditions, unless the Supplier is not responsible for such breach.

24 – APPLICABLE LAW – JURISDICTION

25 – SIGNATURE

These Conditions may be signed either by hand or, by mutual consent of the Parties and in accordance with Article 1367 of the French Civil Code, by electronic signature performed through the intermediary of the service provider DocuSign, as described in the electronic signature certificate delivered to each of the Parties.
In the second case, the Parties agree that this writing constitutes the original of the document and that it will be established and kept by each Party under conditions that allow the signatories to be duly identified and that guarantee its integrity. The Parties acknowledge that the signature process used by DocuSign ensures the identity of the signatories and guarantees the integrity of these Conditions; they therefore definitively and irrevocably waive the right to contest the validity and content of these Conditions based on the use of this process.