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GENERAL TERMS AND CONDITIONS

1. DEFINITIONS

« Client »: means any person who purchases Services from the Supplier. « General Terms and Conditions »: means the hereby General Terms and Conditions. « Agreement »: refers to the document mentioned in Article 3 of these General Terms and Conditions and represents the contract settled between the Parties for the order. « Parties »: refers to the Client and/or the Supplier. « Services » means any service provided by GEOESPACE. « Product »: refers to the documents and information delivered upon completion of the mission by GEOESPACE. « Supplier »: refers to the company GEOESPACE. « Site »: refers to the place of fulfilment for the Supplier’s services.

2. SCOPE OF APPLICATION

The General Terms and Conditions forms the basis of the relationship between the Parties in accordance with the Article L.441-6 of the French Commercial Code (code de commerce).

The General Terms and Conditions purpose is to define the conditions in which the Supplier provides the Services to the Client, through direct contact, via paper or digital media. These General Terms and Conditions apply to all contracts for the supply of Services, without limitation or qualification, and shall prevail over any other documentation or communication from the Client, including his general terms and conditions. In accordance with the legislation and on the negotiations between the Client, the Supplier reserves the right to derogate to some clauses mentioned in the herein General Terms and Conditions in the Agreement. Pursuant to the law, these General Terms and Conditions are systematically communicated to any Client who request it, to allow him to make the order to the Supplier. They are also being communicated to any Client along with the hereby Agreement in accordance with the Article L441-7 of the French Commercial Code (code de commerce), within the legal deadlines. Any order of Services involves, from the Client, the acceptance of the General Terms and Conditions.

The information contained in the Supplier’s prospectus and his price list are provided merely as an indication and may be revised at any time. The Supplier is entitled to make any useful modification.

3. ORDERS

Any sale of Services takes effect only after the express written acceptance of the Agreement defined by the Parties.

For any cancellation of order from the Client after the Supplier’s acceptance, for any reason but a case of force majeure, the advance payment, as defined in the Article “Settlement terms- Settlement deadlines” of the hereby General Terms and Conditions, will be strictly acquired to Supplier and shall not entail payment of any refund.

Any amendments of the order requested by the Client will only be considered, if technically possible for the Supplier, and only if the amendments are notified in writing, and after the signing of an amending act by the Client that may involve a price adjustment.

Notwithstanding any clause to the contrary, all orders imply unreserved acceptance of the hereby General Terms and Conditions.

4. PRICES

Services are submitted to the Supplier’s price applicable on the day of the order.

Prices are considered net cost and before VAT.

An invoice is established and issued to the Client for any Service provided.

The determined services costs, which price cannot be determined in advance nor accurately indicated, as well as the calculation method to verify it, will be communicated to the Client or will be covered by a detailed quote, at the Client’s request in accordance with the Article L.4416 II. of the French Commercial Code (code de commerce).

5. SETTLEMENT TERMS

5.1 – Settlement deadlines

A deposit of 30% of the agreed price is required with the order.

The balance of the price shall be payable in cash, the day the service provision is delivered, under conditions laid down in the article « Terms of provision of Services » below. The Supplier have no obligation to provide the Services ordered by the Client if he hasn’t received the price in the approved terms and conditions defined between the Parties and by the General Terms and Conditions.

No cash and trade discount is accepted by the Supplier.

5.2 – Late fee

In case of delayed payment, or payment after the due date expected in the transmitted invoice, any late fee will be automatically charged at a 10 % rate of the fee, without procedures or prior formal notice.

In case of delayed payment, the Supplier may reserve the right to suspend the execution of the order until full payment of the invoice and to refuse future orders.

5.3 – No compensation

Without prior written approval, and provided that mutual claims and debts are liquid and due, no compensation shall be granted for any potential penalties concerning a delay of the ordered Services or for the non-compliance to an order, on one hand, and the outstanding sums owed from the Client to the Supplier, on the other hand.

6. TERMS OF PROVISION OF SERVICES

All Services requested by the Client will be provided within a period defined and agreed between the Parties from the day on which the Supplier receives the business and technical agreement duly signed with the deposit required.

That time limit does not constitute the deadline and the Supplier will not be able to see his responsibility held for a delay on the provision of Services for a maximum period of 15 days.

The Supplier shall never be held responsible in any case of delay or suspension of the Services provided in case of a fault imputable to the Client, or in case of force majeure.

A complementary fee shall be added for any particular Client request concerning the Services provided and their conditions duly agreed in writing and incorporated in an amendment act to the Agreement.

For lack of specific reserves from the Client at the time of the delivery, the Products delivered shall be deemed in compliance with the Client’s order, in quality and quantity.

The Client have a one (1) month period from the day of the delivery to express any claim or reservation to the Supplier in writing with all supporting documents relating thereto.

If the above stipulations are not complied with by the Client, no claim will be accepted for noncompliance.

7. LIABILITY – WARRANTY

The Supplier’s responsibility is strictly limited to the obligations defined in the herein General Terms and Conditions and by the Agreement.

The Client defines the specifications of his needs and must ensure the relevance and suitability of the Product to their satisfaction. The Supplier shall under no circumstances be held responsible as regards the suitability of the PRODUCTS concerning any use whatsoever.

The Supplier shall not be held responsible to the payment of any indirect and/or immaterial damages or expenses due by the Client during the project completion such as operating loss, loss of profit, loss of data or information.

According to the legal provisions, the Supplier grants the Client against defective standards in the Services and hidden defect from a design flaw or the provided Services excluding any Client’s negligence or fault.

The Supplier shall only assume liability in cases of willful conduct or gross negligence and this responsibility shall be limited to direct damages to the exclusion of any indirect damages of any kind.

In order to assert his rights, the Client must, under penalty of loss of rights, inform the Supplier, in writing of the noted defects, within 15 days from the discovery of the defects.

In any event, if the Supplier is held responsible, the Supplier’s warranty is exclusively limited to 50 % of the amount paid by the Client and defined in the Agreement.

8. COPYRIGHT – NON-EXCLUSIVITY

The Supplier keeps the full and whole property of know-how, expertise and documents issued on behalf of the Supplier and provided to the Client or which the Client was able to obtain within the Agreement.

The Client is never entitled or legitimate to claim any exclusive right on the Product, except with the express written permission of the Supplier, GEOESPACE.

The Product remains the Supplier’ exclusive property, without necessity to provide any proof. These rights are protected worldwide by French copyright and Intellectual Property laws.

However, the Supplier gives to the Client the right to use and transform all documents and data provided.

9. HYGIENE – SAFETY

The Client is responsible for setting up and maintaining hygiene procedures, safety procedures and health for the Supplier’s staff on the Site (location).

If any procedures must be followed, the Client will communicate them to the Supplier prior to the beginning of the Services provided.

In case of injuries, disease or death of the staff or damage on the Supplier’s staff or personal belongings, the Client will be responsible, unless he can prove that the Supplier’s staff failed to follow the Client’s procedures.

In case of emergency on the Site, the Client will provide to the Supplier all necessary assistance, including the use of communication systems and transportation systems, on search operations, rescue operations and evacuation to a medical service or a safe area. All expenses shall be borne by the Client.

10. SUSPENSION – TERMINATION

In case of infringement or violation of the Client’s obligation such as the payment, or any other Client’s obligation defined by the hereby General Terms and Conditions or the Agreement, the Supplier may reserve the right to suspend or terminate the Agreement within 15 calendar days after the receipt of an unsuccessful formal notification without incurring further penalties or sanctions.

Each Party shall have the right to terminate the Agreement in writing which shall become effective upon receipt of a formal notification in case of force majeure lasting over 30 calendar days.

In case of termination, the Client is held responsible for, and will receive from the Client: – the cost of the Services provided until the date of termination, – the compensation of the costs incurred until the date of termination, – the compensation of the costs incurred because of the termination and related to the provider’s order – the compensation for the damages suffered from the termination, with the understanding that the compensation shall be at least 30 % of the set price (pre-taxed) in the Agreement.

11. UNPREDICTABILITY

The hereby General terms and conditions explicitly exclude the unpredictability legal regime established by article 1195 of the French Civil Code (Article 1195 du Code civil) for all the provided services from the Supplier to the Client. The Supplier and the Client waive using the provisions of the article 1195 of the French Civil Code and the unpredictability legal regime provided by it, committing to fulfilling their obligations even though the contract is altered by unpredictable circumstances at the time the Agreement is settled by the Parties, and even if the cost incurred for the completion of the services may become financially and economically expensive for them.

12. FORCE MAJEURE

The Supplier shall never be held responsible if the completion of services is delayed or if any failure to their obligations is due to a case of force majeure within the meaning of the Article 1218 of the French Civil Code (code civil).

For this reason, force majeure shall mean any unforeseeable and irresistible external events. Payments difficulties can never be considered as force majeure event.

13. LITIGATION

Before any contentious action is taken, the Parties commit to try a conciliation attempt by meeting together physically and with their councils, if needed.

The most diligent party will start the conciliation process by sending a formal notification to the other Party. Proof of the conciliation attempt is established after a 15 calendar days unsuccessful formal notice. The computation of the 15 calendar days period shall start at the receipt of the formal notification.

Any dispute relating to the interpretation, performance and execution of the hereof General Terms Conditions shall be governed by French law.

If the dispute cannot be resolved out of court, it will be referred to the Commercial Court (Tribunal de commerce) of PAU.

GEOESPACE- Conditions générales de prestations de services- édition 2017.11